Exhibit 10.2


 


PROMISSORY NOTE


 


	
  $2,000,000.00

  	
  November 22, 2005

  
	
   

  	
                    ,
  Nevada

  



 


FOR VALUE RECEIVED, the undersigned, Site Equities International, Inc., a Nevada
corporation (the “Maker”) hereby promises to pay to the order of STEN
Acquisition Corporation, a Minnesota corporation (the “Payee”) at 10275 Wayzata
Boulevard, Suite 301, Minnetonka, Minnesota 55305, or at such other place
designated at any time by the Payee, in lawful money of the United States of
America and in immediately available funds, the principal amount of Two Million
Dollars ($2,000,000.00), or the aggregate unpaid principal amount of the Loan
(as defined in that certain Loan and Merger Option Agreement (the “Loan
Agreement”) dated as of the same date hereof between Maker, Paycenters, LLC, a
Nevada limited liability company (“Paycenters”), and Payee) disbursed to the
Maker pursuant to the Loan Agreement and recorded on Schedule A attached
hereto, whichever is less, together with interest thereon as set forth
below.  For purposes of this Promissory
Note (the “Note”), the Payee together with any permitted assignee thereof who
duly assumes the duties and rights of the Payee shall be referred to as the “Holder.”
Terms not otherwise defined herein shall be assigned the meaning assigned to
them in the Loan Agreement.


 


1.                                       Interest.  The unpaid principal and balance of this Note
shall bear interest at a rate of eight percent (8%) per annum, from and after
the date of this Note.  Interest shall be
computed hereunder for the actual number of days principal is unpaid, using a
daily factor obtained by dividing the stated interest rate by three hundred
sixty (360).


 


2.                                       Payment and Maturity.  Interest and principal under this Note shall
be paid as follows:


 


(a)                                  Except as otherwise set forth in Sections 2(b), Section 2(c) and
2(d), the Maker shall pay interest only beginning on December 15, 2006
(the “Initial Interest Payment Date”) and continuing on June 15 and December 15
of each year thereafter until December 15, 2010, at which time the outstanding
principal and accrued and unpaid interest under the this Note shall become due
and payable.


 


(b)                                 In the event that Holder delivers to Maker an
Intent to Exercise Notice (defined in Section 3.02 of the Loan Agreement),
Maker will not be required to make any payment of interest (although such
interest will continue to accrue) to Holder under Section 2(a) between
the date Holder delivers the Intent to Exercise Notice and the earliest to
occur of the following dates (the “Interest Deferral Termination Date”): (i) the
date the Merger (defined in Section 3.01 of the Loan Agreement) becomes
effective (the “Merger Effective Date”), (ii) the date that the Holder
notifies Maker in writing that it will not deliver a Confirmation Notice
(defined in Section 3.02 of the Loan Agreement),


 


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(iii) the date
that Holder rescinds its Confirmation Notice in accordance with Section 3.05
of the Loan Agreement, or (d) the Merger Option Expiration Date (defined
in Section 3.02 of the Loan Agreement). 
On and after the Interest Default Termination Date, payments of interest
and principal under the Loan shall be made as provided in Sections 2(c) and
Sections 2(d), as applicable.


 


(c)                                  In the event that the Merger becomes effective,
this Note shall be cancelled and all outstanding principal and interest owed
under the Loan and the this Note shall be deemed to have been paid in full as
of the Merger Effective Date.


 


(d)                                 In the event that Holder has delivered to Maker
an Intent to Exercise Notice and an Interest Deferral Termination Date occurs
(other than the Merger Effective Date): the Maker shall, within five (5) Business
Days after the Interest Deferral Termination Date execute and deliver to Holder
a promissory note (the “Replacement Note”) in the form of Exhibit A-2 to
the Loan Agreement, dated as of the Interest Deferral Termination Date and
having a principal amount equal to the amount of principal and accrued and
unpaid interest under the Loan as of the Interest Deferral Termination
Date.  Upon acceptance by Holder of an
executed Replacement Note, in form and substance acceptable to Holder, Holder
shall return to Maker the original of this Note.


 


(e)                                  All payments shall be made in lawful money of the United States of
America and by wire transfer to an account designated by Holder to Maker in
writing.  In the event a payment date is
not a business day, such payment shall be made on the next succeeding business
day, and the extension of time shall in such case be included in the computation
of the payment of interest.


 


3.                                       Security.  The Maker’s obligations under this Note are
secured by that certain security agreement of even date herewith executed by
Paycenters, in favor of the Holder, a certain guaranty of even date herewith
executed by Paycenters, and a certain pledge agreement of even date herewith
executed by Maker in favor of the Holder.


 


4.                                       No Prepayment.  The Maker may not prepay the principal of
this Note or interest accrued thereon without the prior written consent of the
Holder.


 


5.                                       Event of Default.  The occurrence of any Event of Default under
the Loan Agreement shall constitute an “Event of Default” under this Note.


 


6.                                       Remedies.  Upon the occurrence of an Event of Default,
the outstanding principal balance of this Note and all interest accrued thereon
shall, at the option of the holder of this Note and without presentment,
demand, protest, or further notice of any kind (all of which the Maker hereby
waives) become immediately due and payable in full.


 


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7.                                       Availability of Remedies.  The remedies of the Holder as provided herein
shall be cumulative and concurrent with all other remedies provided under the
Loan Agreement, the Loan Documents (as defined in the Loan Agreement) any such
other remedies provided by law or in equity, and may be pursued singly,
successively or together at the sole direction of the Holder and may be
exercised as often as occasion therefor shall arise.  No act or omission or commission by the
Holder, including specifically, any failure to exercise any right, remedy or
recourse, shall be deemed a waiver or release of the same, such waiver or
release to be effective only as set forth in a written document executed by the
Holder and then only to the extent specifically recited therein.  A waiver or release with reference to one
event shall not be construed as continuing as a bar to or as a waiver or
release of any subsequent right, remedy or recourse as to any subsequent
event.  If this Note is not paid when due,
regardless of how such maturity may be brought about, or is collected or
attempted to be collected by the initiation or prosecution of any suit, or any
probate or bankruptcy court proceeding or by any other judicial proceeding, or
is placed in the hands of an attorney for collection, then the Maker shall pay
in addition to all other amounts owing hereunder, all court costs and
reasonable attorneys’ fees incurred by the Holder in connection therewith.


 


8.                                       Waiver and Consent.  The Maker hereby waives presentment for
payment, notice of nonpayment, protest, notice of protest and all other
notices, filing of suit and diligence in collecting the amounts due under this
Note.


 


9.                                       Governing Law; Jurisdiction; Service of Process; Venue.  This Note shall be governed
by and construed in accordance with the internal laws of the State of Minnesota
without giving effect to its choice of law provisions.  Any judicial proceeding against or on behalf
of Maker with respect to this Note or any related agreement shall be brought
solely in any federal
or state court of competent jurisdiction located in
Hennepin County in the State of Minnesota. 
By execution and delivery of this Note, Maker (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. 
Nothing shall affect the right of the Holder to serve process in any
manner permitted by law or shall limit the right of the Holder to bring
proceedings against Maker in the courts of any other jurisdiction having
jurisdiction.  Any judicial proceedings
against the Holder involving, directly or indirectly, the Note or any
related agreement shall be brought solely in a federal or state court located
in Hennepin County in the State of Minnesota. 
All parties acknowledge that they participated in the negotiation and
drafting of this Note with the assistance of counsel and that, accordingly, no
party shall move or petition a court construing this Note to construe it more
stringently against one party than against any other.


 


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


 


11.                                 No Assignment. This Note may not be
assigned by the Maker without the prior written consent of Payee.


 


IN WITNESS WHEREOF, this Note has been duly executed by the Maker as of the day and
year first above written.


 


	
   

  	
  MAKER:

  
	
   

  	
   

  
	
   

  	
  SITE EQUITIES

  
	
   

  	
  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth Antos

  	
   

  
	
   

  	
   

  	
  President

  
					



 


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Schedule A


 


Principal Amount Outstanding


 


	
  Date of Installment

  	
   

  	
  Amount of Installment

  	
   

  	
  Principal Amount

  Outstanding

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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