Exhibit 10.3


 


GUARANTY


 


THIS GUARANTY (the “Guaranty”)
is made effective as of the 22nd day of November, 2005 by
Paycenters, LLC, a Minnesota limited liability company (the “Guarantor”)
to and for the benefit of STEN Acquisition Corporation, a Minnesota corporation
(the “Beneficiary”).


 


BACKGROUND


 


A.            Site Equities
International, Inc., a Nevada corporation (the “Debtor”) and
Beneficiary are parties to that certain Loan and Merger Option Agreement dated
of even date herewith (as it may hereafter be amended or otherwise modified
from time to time, the “Agreement”) under which the Beneficiary, subject
to the terms and conditions set forth therein, will lend certain funds to
Debtor, which funds are being provided by Debtor to Guarantor for the purpose
of Guarantor’s acquisition of certain equipment and other items used in
Guarantor’s business.


 


B.            The Guarantor, as the
ultimate recipient of funds advanced by Beneficiary under the Agreement, will
benefit substantially from the transactions described in the Agreement.


 


C.            The Beneficiary is
willing to extend such credit to the Debtor under the Agreement and the Initial
Note (as defined in the Agreement) and Replacement Note (as defined in the
Agreement) on the condition that the Guarantor executes and delivers this Guaranty
to the Beneficiary as its absolute guaranty. 
This Guaranty serves as a material inducement for Beneficiary to enter
into the transactions set forth in and contemplated by the Agreement and Note.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Guarantor
agrees as follows:


 


1.             Guarantor hereby
absolutely and unconditionally guarantees to the Beneficiary the prompt payment
and full performance of each and every debt and obligation arising pursuant to
the terms of the Agreement, the Initial Note and the Replacement Note (all such
debts, liabilities, and obligations are collectively referred to herein as the “Secured
Obligations”).


 


2.             No act or thing need
occur to establish the liability of the Guarantor under this Guaranty, and no
act or thing, except full payment and discharge of all Secured Obligations,
will in any way exonerate the Guarantor or modify, reduce, limit or release the
liability of Guarantor under this Guaranty.


 


3.             This is an absolute,
unconditional and continuing guaranty of payment of and performance of the
Secured Obligations and will continue to be in force and be binding upon
Guarantor until all Secured Obligations are paid and satisfied in full.


 





















 


4.             If the Guarantor is or
becomes insolvent (as defined under Title 11, U.S. Code or any similar federal
or state law for the relief of debtors) then the Beneficiary will have the
right to declare immediately due and payable, and the Guarantor will forthwith
pay to the Beneficiary, the full amount of all Secured Obligations, whether due
and payable or unmatured.  If the
Guarantor voluntarily commences or there is commenced involuntarily against the
Guarantor or the Debtor a case under the United States Bankruptcy Code, the
full amount of all Secured Obligations, whether due and payable or unmatured,
shall be immediately due and payable without demand or notice thereof.  If there exists and is continuing an Event of
Default (as defined in the Agreement), the full amount of all Secured
Obligations, whether due and payable or unmatured, shall be immediately due and
payable without demand or notice thereof.


 


5.             The Guarantor is
liable for all Secured Obligations, without any limitation as to amount, plus
accrued interest thereon and all attorneys’ fees, collection costs and
enforcement expenses referable thereto.


 


6.             Until such time as the
Secured Obligations have been indefeasibly paid in full to the Beneficiary, the
Guarantor waives and relinquishes any right of subrogation or other right of
recourse, contribution or reimbursement from the Debtor and any other right to
payment from the Debtor, arising out of or on account of any sums paid or
agreed to be paid by the Guarantor under this Guaranty, whether any such right
is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, secured, or unsecured.


 


7.             The Guarantor will pay
or reimburse the Beneficiary for all costs and expenses (including reasonable
attorneys’ fees and legal expenses) incurred by the Beneficiary in connection
with the successful protection, defense or enforcement of this Guaranty in any
litigation or bankruptcy or insolvency proceedings.


 


8.             Whether or not any
existing relationship between the Guarantor and the Debtor has been changed or
ended, the Beneficiary may, but is not obligated to, enter into transactions
resulting in the continuance of the Secured Obligations, without any consent or
approval by the Guarantor and without any notice to the Guarantor.  The liability of the Guarantor under this
Guaranty will not be affected or impaired by any of the following acts or
things (which the Beneficiary is expressly authorized to do, omit or suffer
from time to time, without notice to or approval by the Guarantor) except to
the extent that Beneficiary receives payment towards the Secured Obligations:


 


(a)           any acceptance of
collateral security, guarantors, accommodation parties, or sureties for any or
all Secured Obligations;


 


(b)           any one or more
extensions or renewals of the Secured Obligations (whether or not for longer
than the original period) or any modification of the interest rates, maturities
or other contractual terms applicable to any Secured Obligations;


 


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(c)           any waiver or
indulgence granted to the Debtor, any delay or lack of diligence in the
enforcement of the Secured Obligations, or any failure to institute
proceedings, file a claim, give any required notices or otherwise protect any
Secured Obligations;


 


(d)           any full or partial
release of, settlement with, or agreement not to sue the Debtor, the Guarantor,
or other person liable in respect of any Secured Obligations;


 


(e)           any discharge of any
evidence of the Secured Obligations or the acceptance of any instrument in
renewal thereof or substitution therefor;


 


(f)            any failure to obtain
collateral security (including rights of setoff) for the Secured Obligations,
or to see to the proper or sufficient creation and perfection thereof, or to
establish the priority thereof, or to protect, insure, or enforce any
collateral security;


 


(g)           any foreclosure or
enforcement of any collateral security;


 


(h)           any transfer of any
Secured Obligations or any evidence thereof;


 


(i)            any order of
application of any payments or credits upon the Secured Obligations; or


 


(j)            any election by the
Beneficiary under §1111(b)(2) of the United States Bankruptcy Code.


 


9.             Guarantor waives any
and all defenses, claims and causes of action pertaining to the Secured
Obligations, except the defense of (i) discharge of payment in full (or
the defense of discharge in part with respect to any portion of the Secured
Obligations actually paid), and (ii) no or limited liability for the amount
claimed due and owing on account indemnification claims that are capable of
being timely asserted by the Debtor under Section 12 of the
Agreement.  Without limiting the
generality of the foregoing, the Guarantor will not assert, plead or enforce
against the Beneficiary any defense of setoff, suretyship, marshalling,
subrogation, waiver, release, discharge in bankruptcy of Debtor, statute of
limitations, res judicata,
statute of frauds, anti-deficiency statute, fraud, coercion, duress,
incapacity, minority, usury, illegality, or unenforceability which may be
available to the Guarantor or any other person liable in respect of any Secured
Obligations.  The Guarantor expressly
agrees that the Guarantor is and will remain liable for any deficiency
remaining after foreclosure of any mortgage or security interest securing the
Secured Obligations, whether or not the liability of the Guarantor or any other
obligor for such deficiency is discharged pursuant to statute or judicial
decision.


 


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10.           The Guarantor waives
presentment, demand for payment, notice of dishonor or nonpayment, and protest
of any instrument evidencing the Secured Obligations.  The Beneficiary is not required to first
resort for payment of the Secured Obligations from the Debtor or any other
persons or their assets or properties, or first to enforce, realize upon or
proceed against any collateral security for the Secured Obligations, before
enforcing this Guaranty.


 


11.           The Guarantor waives
all rights and defenses arising out of an election of remedies by the
Beneficiary, even though that election of remedies, such as a nonjudicial
foreclosure with respect to security for a guaranteed obligation, has destroyed
the Guarantor’s rights of subrogation and reimbursement against the principal
by the operation of applicable law.


 


12.           If any payment applied
by the Beneficiary to the Secured Obligations is thereafter set aside,
recovered, rescinded or required to be returned for any reason (including,
without limitation, the bankruptcy, insolvency or reorganization of the Debtor
or any other obligor), the Secured Obligations to which such payment was
applied shall for the purposes of this Guaranty be deemed to have continued in
existence, notwithstanding such application, and this Guaranty will be
enforceable as to such Secured Obligations as fully as if such application had
never been made.


 


13.           Beneficiary may demand
payment from the Guarantor of any installment (or portion thereof) of principal
or interest on the Notes, when due, and the Guarantor shall immediately pay the
same to the Beneficiary, and the Beneficiary may demand payment or performance
of any or all of the other Secured Obligations, when such payment or
performance is due or required and the Guarantor shall immediately pay or
perform the same, whether or not the Beneficiary has (1) accelerated
payment of the Secured Obligations; or (2) commenced repossession of, or
foreclosure of any security interest, mortgage or other lien in, any or all of
the collateral securing the Secured Obligations; or (4) otherwise
exercised its rights and remedies hereunder or under the Secured Obligations,
the documents related thereto or applicable law.


 


14.           The liability of the
Guarantor under this Guaranty is in addition to and shall be cumulative with
all other liabilities of the Guarantor to the Beneficiary as a Guarantor or
otherwise, without any limitation as to amount, unless the instrument or
agreement evidencing or creating such other liability specifically provides to
the contrary.


 


15.           This Guaranty shall be
effective upon delivery to the Beneficiary, without further act, condition or
acceptance by the Beneficiary, shall be binding upon the Guarantor and the
successors and assigns of the Guarantor and shall inure to the benefit of the
Beneficiary and its participants, successors and assigns.  Any invalidity or unenforceability of any
provision or application of this Guaranty shall not affect other lawful
provisions and application hereof, and to this end the provisions of this
Guaranty are declared to be severable. 
This Guaranty may not be waived, modified, amended, terminated, released
or otherwise changed except by a writing signed by the Guarantor and the
Beneficiary.


 


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16.           This Guaranty shall be
governed by the laws of the State of Minnesota without regard to conflict of
law principles of any jurisdiction.  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 this Guaranty, Guarantor: (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.


 


17.           GUARANTOR HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION
ARISING UNDER THIS GUARANTY OR IN ANY WAY CONNECTED WITH OR INCIDENTAL TO THE
DEALINGS WITH RESPECT TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY,
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT,
TORT OR OTHERWISE.  GUARANTOR 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
CONSENT OF THE GUARANTOR TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.


 


IN WITNESS WHEREOF, the Guarantor has
caused this Guaranty to be signed and dated as of the date first above written.


 


 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  
	
   

  	
  PAYCENTERS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Kenneth Antos

  	
   

  
	
   

  	
  Its:

  	
  Manager

  
					



 


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