Exhibit 10.7


 


VOTING AGREEMENT


 


This VOTING AGREEMENT (the “Agreement”)
is made and entered into as of November 22, 2005 by and STEN Acquisition
Corporation, a Minnesota corporation (the “Purchaser”) and the
undersigned shareholder (the “Company Shareholder”) of Site Equities
International, Inc., a Nevada corporation (the “Company”).


 


RECITALS


 


A.                                   Concurrently with the execution of this Agreement, the Purchaser,
the Company and Paycenters, LLC are entering into a loan and merger option
agreement (the “Option Agreement”) which provides, inter alia, that the
Purchaser shall have the option to acquire the Company by causing the Company
to merge with the Purchaser after which time the Purchaser will continue as the
surviving corporation and as a wholly-owned subsidiary of STEN Corporation, a
Minnesota corporation (“STEN”).  If the
Purchaser exercises the Merger Option (defined in the Option Agreement) and the
Merger (defined in the Option Agreement) is thereafter consummated, shares of
the Company’s common stock (“Common Stock”) will be converted into the right to
receive shares of common stock of STEN on the basis described in the Option
Agreement.


 


B.                                     The Company Shareholder is the holder of Shares as defined herein.


 


C.                                     As a material inducement to enter into the Option Agreement, the
Purchaser desires the Company Shareholder to agree, and the Company Shareholder
is willing to agree, to vote the Shares so as to facilitate consummation of the
Merger in the event that the Merger Option (defined in the Option Agreement) is
exercised.


 


D                                       Capitalized terms used but not defined herein shall have the
meanings set forth in the Option Agreement.


 


NOW, THEREFORE, in consideration of the
foregoing and the mutual promises, covenants and conditions set forth herein,
the parties hereto agree as follows:


 


1.                                       AGREEMENT TO VOTE SHARES


 


1.1                                 Definitions.  For the purposes of this Agreement:


 


(a)                                  Shares.  The term “Shares” means such number of shares
of capital stock of the Company, including without limitation shares of the
Company Common Stock, owned of record or beneficially by the Company
Shareholder or over which the Company Shareholder may exercise voting power or
control as of the execution by the Company Shareholder of this Agreement or as
of the record date for of any meeting, consent or approval described in Section 1.2
hereof.


 





















 


(b)                                 Transfer.  The Company Shareholder shall be deemed to
have effected a “Transfer” of a security if the Company Shareholder directly or
indirectly:  (i) sells, pledges,
encumbers, transfers or disposes of, or grants an option with respect to, such
security or any interest therein; or (ii) enters into an agreement or
commitment providing for the sale, pledge, encumbrance, transfer or disposition
of, or grant of an option with respect to, such security or any interest
therein.


 


(c)                                  Other. 
For purposes of the definition of Shares, the terms “beneficial owner”, “beneficial
ownership”, “affiliate” and “associate” shall have the meaning given such terms
in the Securities Exchange Act of 1934, as amended and the rules and
regulations promulgated thereunder.


 


1.2                                 Agreement to Vote Shares.  The Company Shareholder hereby covenants and
agrees that, prior to the termination of the Company’s Shareholders obligations
under this Section 1.2 pursuant to Section 3 hereof, at any meeting
(whether annual or special and whether or not an adjourned or postponed
meeting) of the shareholders of the Company, however called, or in connection
with any consent or approval of the shareholders of the Company, the Company
Shareholder will appear at the meeting or otherwise cause the Shares or other
voting rights of Company Shareholder to be counted as present thereat for
purposes of establishing a quorum and:


 


(a)                                  in the event that the Merger Option is exercised in accordance with
the terms of the Option Agreement, vote, consent or approve (or cause to be
voted, consented or approved) in favor of any action or proposal relating to
the approval and adoption of the Option Agreement, the Merger, any agreement
and plan of merger relating to the Merger and the other actions contemplated by
the Option Agreement and any actions required in furtherance thereof; and


 


(b)                                 vote against, withhold consent or approval for, or dissent from (or
cause to be voted against, approval or consent to be withheld, or dissent) any
action or proposal that would adversely effect the Purchaser’s rights and
benefits under the Option Agreement; provided the Purchaser is not then in
material breach any of its obligations thereunder.


 


By executing this Agreement, the Company Shareholder hereby revokes all
proxies heretofore made by the Company Shareholder with respect to the subject
matter contained herein.  The Company Shareholder further agrees not to enter into any
agreement or understanding with any person, including any voting agreement or
voting trust, the effect of which would be inconsistent with or violative of
any provision contained in this Section 1.2.  Notwithstanding any other provision in this
Agreement to the contrary, in no event shall this Agreement (i) be
applicable to any vote of the shareholders of the Company pertaining to the
election of directors of the Company or (ii) constitute an acknowledgement
by the Purchaser that the execution and delivery by the Purchaser or the
Company Shareholder results in, or will result in, the Purchaser acquiring
beneficial ownership of any of the Shares.


 


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1.3                                 Transfer and Other Restrictions.


 


(a)                                  Prior to the termination of the Company’s Shareholders obligations
under this Section 1.3 pursuant to Section 3 hereof, the Company
Shareholder agrees not to, directly or indirectly:


 


(i)                                     offer for sale, Transfer or otherwise dispose of, or enter into any
contract, option or other arrangement or understanding with respect to, or
consent to the offer for sale, Transfer or other disposition of, any or all of
the Shares or any interest therein;


 


(ii)                                  grant any proxy or power of attorney with respect to the Shares,
deposit any of the Shares into a voting trust or enter into a voting agreement
(other than this Agreement) or arrangement with respect to the Shares;
provided, however, that Company Shareholder may grant a proxy which obligates
the recipient of such proxy to vote the Shares consistent with the terms hereof
(it being understood that the grant of such proxy does not relieve the Company
Shareholder of his obligations under Section 1.2 hereof) or


 


(iii)                               take any other action that would make any representation or
warranty of the Company Shareholder contained herein untrue or incorrect or
have the effect of preventing or disabling the Company Shareholder from
performing his obligations under this Agreement.


 


(b)                                 To the extent the Company Shareholder is, as of the date hereof,
party to a contract or agreement that requires the Company Shareholder to
Transfer Shares to another person or entity, the Company Shareholder will not
effect any such Transfer unless and until the transferee agrees to be bound by
and executes an agreement in the form of this Agreement with respect to the
Shares to be Transferred.  Nothing herein
shall prohibit the Company Shareholder from exercising (in accordance with the
terms of the option or warrant, as applicable) any option or warrant the
Company Shareholder may hold; provided that the securities acquired upon such
exercise shall be deemed subject to this Agreement.


 


1.4                                 Other Agreements


 


(a)                                  Upon the request of the Purchaser, the Company Shareholder agrees to notify promptly the
Purchaser of the number of any additional Shares acquired by the Company
Shareholder, if any, after the execution of this Agreement.


 


(b)                                 The Company Shareholder agrees not to solicit, initiate, consider,
encourage or accept any other proposals or offers from any person or entity (i) relating
to any acquisition or purchase of all or any portion of the Shares or assets of
the Company other than in such fashion that does not lead to, or result in, the
Company violating its obligations under the Option Agreement or the Company
Shareholder violating his obligations under this Agreement, (ii) that
contemplates or causes such person or


 


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entity entering
into any business combination with the Company other than in such fashion that
does not lead to, or result in, the Company violating its obligations under the
Option Agreement or the Company Shareholder violating his obligations under
this Agreement or (iii) that contemplates or causes such person or
entity entering into any other extraordinary business transaction
involving or otherwise relating to the Company other than in such fashion that
does not lead to, or result in, the Company violating its obligations under the
Option Agreement or the Company Shareholder violating his obligations under
this Agreement.


 


2.                                       REPRESENTATIONS AND WARRANTIES OF THE
COMPANY SHAREHOLDER


 


2.1                                 The Company Shareholder is the record and beneficial owner of, or
the Company Shareholder exercises voting power over, (a) the number of
Shares indicated on the final page of this Agreement, which
are free and clear of any Liens and (b) the options, warrants, purchase
rights, subscription rights, conversion rights, exchange rights, or other
contracts or commitments of any kind pursuant to which the Company Shareholder
may acquire Shares as set forth on the final page of this Agreement.  Except as set forth on the final page of
this Agreement, the Company Shareholder does not own of record, beneficially
own or have any other rights, interests, rights to control or vote, or direct
the control or voting of, any Shares as of the date of this Agreement.


 


2.2                                 The Company Shareholder has the requisite power and authority to
enter into this Agreement and to consummate the transactions contemplated by this Agreement.  The execution and delivery
of this Agreement by the Company Shareholder and the consummation by the Company
Shareholder of the transactions contemplated by this Agreement have
been duly authorized by all necessary action of the Company Shareholder.  This Agreement has been
duly executed and delivered by the Company Shareholder and constitutes a valid
and binding obligation of the Company Shareholder, enforceable against the
Company Shareholder in accordance with its terms, except (i) as the same
may be limited by applicable bankruptcy, insolvency, moratorium or similar laws
of general application relating to or affecting creditors’ rights, and (ii) for
the limitations imposed by general principles of equity.  The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by
this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of or default
(with or without notice or lapse of time, or both) under, or give rise to a
right of termination, cancellation or acceleration of any obligation which
would result in the creation of any Lien upon any of the Shares owned by the
Company Shareholder or any Shares as to which the Company Shareholder has any
rights, under any provision of applicable law or regulation or of any
agreement, judgment, injunction, order, decree or other instrument binding on
the Company Shareholder or any Shares owned by the Company Shareholder.  The execution and delivery of this Agreement by the Company Shareholder do not, and the performance of this Agreement by the Company Shareholder will not, require any written, oral or
other agreement, contract or legally binding commitment of any third
party.  If this Agreement is being
executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into and perform this Agreement.


 


3.                                       TERMINATION OF OBLIGATIONS


 


The obligations of the Company Shareholder
pursuant to Sections 1.2 and 1.3 hereof shall terminate upon the earliest of (i) the
Merger Effective Date (as defined in the Option Agreement), or (ii) the
date of the termination of the Option Agreement.  In addition, the


 


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Purchaser may terminate this Agreement in its
entirety by providing written notice of such termination to the Company
Shareholder, and such termination shall be effective immediately upon delivery
of such notice.


 


4.                                       MISCELLANEOUS


 


4.1                                 Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, then the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated.


 


4.2                                 Binding Effect and Assignment.  This Agreement and all
of the provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, but,
except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties
hereto may be assigned by either of the parties without prior written consent
of the other.  Any purported assignment
in violation of this Section 4.2 shall be void.


 


4.3                                 Amendments and Modification.  This Agreement may not
be modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by the parties hereto.


 


4.4                                 Notices.  All notices and other communications hereunder
shall be in writing and shall be deemed duly given upon delivery either by
commercial delivery service, or sent via facsimile (receipt confirmed), to the
parties at the following address or facsimile numbers (or at such other address
or facsimile numbers for a party as shall be specified by like notice):


 


	
  If to the
  Purchaser:

   

  STEN
  Acquisition Corporation

  10275 Minnetonka Boulevard, Suite 310

  Wayzata, MN 55305

  Attention:  Kenneth W. Brimmer,

  	
  with a copy
  to:

   

  Lindquist & Vennum P.L.L.P.

  4200 IDS Center

  80 South Eighth Street

  Minneapolis, Minnesota 55402

  
	
   

  	
  Chief
  Executive Officer

  	
  Attention: Girard P. Miller

  
	
  Facsimile:
  952-545-2795

  	
  Facsimile: 612-371-3207

  
			



 


If to the Company Shareholder, to the address
for notice set forth on the last page hereof.


 


Any
party hereto may by notice so given provide and change its address for future
notices hereunder.  Notice shall
conclusively be deemed to have been given when personally delivered or when
deposited in the mail in the manner set forth above.


 


4.5                                 Governing Law; Disputes.  This Agreement shall be
governed by and construed exclusively in accordance with the laws of the State
of Minnesota.  In the event there is any
dispute between the parties hereto over the number of the Shares owned of
record or beneficially by the Company Shareholder or over which the Company
Shareholder exercises voting power as of the execution by the Company
Shareholder of this Agreement and all


 


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additional
Shares (including without limitation all additional shares of the Company
Common Stock) of which the Company Shareholder acquires ownership or voting
power after the time that the Company Shareholder executes this Agreement that are included in the definition Shares, the determination of
such dispute shall be determined be a court of competent jurisdiction.


 


4.6                                 Entire Agreement.  This Agreement
constitutes and contains the entire agreement and understanding of the parties
with respect to the subject matter hereof and supersedes any and all prior
negotiations, correspondence, agreements, understandings, duties or obligations
between the parties respecting the subject matter hereof.


 


4.7                                 Counterparts.  This Agreement may be
executed in facsimile and in or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


 


4.8                                 Captions.  The captions to sections of this Agreement have been inserted for identification and reference purposes only
and shall not be used to construe or interpret this Agreement.


 


4.9                                 Judicial Proceedings. Any judicial
proceeding with respect to this Agreement shall be brought solely any federal
or state court of competent jurisdiction located in Hennepin County in the
State of Minnesota.  By execution and
delivery of each this Agreement each party: (i) accepts the exclusive
jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any
judgment rendered thereby, (ii) waives personal service of process, (iii) agrees
that service of process upon it may be made by certified or registered mail,
return receipt requested, and (iv) waives any objection to jurisdiction
and venue of any action instituted hereunder and agrees not to assert any
defense based on lack of jurisdiction, venue, convenience or forum non
conveniens.  All parties acknowledge that
they participated in the negotiation and drafting of this Agreement with the
assistance of counsel and that, accordingly, no party shall move or petition a
court construing this Agreement to construe it more stringently against one
party than against any other.


 


4.10                           Waiver of Jury Trial. EACH PARTY TO
THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM
OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES WITH RESPECT TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING,
AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.  EACH PARTY HEREBY AGREES AND CONSENTS THAT
ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS
OF THE PARTIES TO THE WAIVER OF THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY.


 


[Signature Page to Follow]


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their duly authorized
respective officers as of the date first above written.


 


	
   

  	
  STEN
  ACQUISITION CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE COMPANY
  SHAREHOLDER:

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Executed by
  each of Kenneth Antos, Mark Hill and

  Arthur Petrie]

  
	
   

  	
   

  
	
   

  	
  The Company
  Shareholder’s Address for Notice:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Shares
  Beneficially Owned by the Company

  Shareholder:
             *

  
	
   

  	
   

  
	
   

  	
  Warrants,
  Options or other rights to acquire Shares

                 (number
  of Shares)

  
								



 










*The number of
Shares shall be determined in accordance with Section 1.1(a) hereof.


 


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