Exhibit 10.8


 


LETTER
OF UNDERSTANDING


 


THIS LETTER OF
UNDERSTANDING (the “Agreement”) is made effective as of the
       day of November 2005, by and between
Sten Acquisition Corporation (“Sten” or the “Company”) and [Mark Hill/Ken
Antos] ([“Mr. Hill”/”Mr. Hill/Mr. Antos”]).


 


WHEREAS, the Company
will be making a loan to Site Equities International, Inc. (“Site Equities”),
the sole owner of membership interests in Paycenters, LLC;


 


WHEREAS, pursuant to
this loan, the Company has a period of time (commencing with the date of the
loan and ending with the Merger Option Expiration Date as defined in the Loan
and Merger Option Agreement) (“Initial Note Period”) during which it has to
consider an option to cause Site Equities to merge into a wholly owned
subsidiary of Sten;


 


WHEREAS, the Company and Mr. Hill/Mr. Antos wish to clearly
define the terms of their relationship during the Initial Note Period;


 


WHEREAS, as a condition to Sten entering into the Loan and Merger
Option Agreement, Sten is requiring Mr. Hill/Mr. Antos to enter into
this Agreement and Mr. Hill/Mr. Antos as an employee of Site
Equities, believes it is in his best interests for Sten to enter into the Loan
and Merger Option Agreement with Site Equities and will receive certain
benefits from this arrangement;


 


NOW THEREFORE, in consideration of the foregoing, and of the additional
respective covenants and agreements contained herein, the parties agree as
follows:


 


1.              Employment.


 


a.               During the Initial Note Period, Mr. Hill/Mr. Antos
will remain an employee of Site Equities;


 


b.               Mr. Hill/Mr. Antos’
employment agreement with Site Equities will be suspended during the Initial
Note Period;


 


c.               Mr. Hill/Mr. Antos will
still be eligible to participate in any plan or benefit program offered by Site
Equities in which he is a current participant, as well as continue to be
eligible for any Site Equities paid company holidays or vacation pay to which
he is currently entitled under company policy.


 


2.              Salary.  Mr. Hill/Mr. Antos has agreed to
receive a twenty-five percent (25%) reduction (i.e., [$37,500/$43,750]) in his
current annual salary of [$150,000/$175,000], commencing with the effective
date of this Agreement and ending six months after the effective date of the
loan


 





















 


referenced above, after which time Mr. Hill/Mr. Antos
will begin to receive again his full annual salary of [$150,000/$175,000].


 


3.              Severance
Payment.


 


a.               If Sten terminates Mr. Hill/Mr. Antos’
employment for other than Cause (as the term “Cause” is defined in Mr. Hill/Mr. Antos’
employment agreement with Site Equities and is attached to this Agreement as Exhibit A)
during the Initial Note Period, Sten will pay Mr. Hill/Mr. Antos a
severance payment of $150,000, less all applicable federal and state tax and
FICA withholdings, which sum represents 12 months of his normal monthly salary
(i.e., irrespective of paragraph 2 above). 
Sten will pay Mr. Hill/Mr. Antos this severance payment, at
his election, either: (i) in accordance with the normal payroll cycle,
with the first payment to commence on the next regularly occurring payroll
period following Mr. Hill/Mr. Antos’ effective date of termination;
or (ii) in a lump sum on the next regularly occurring pay day following
his effective date of termination.


 


b.               If Sten elects to cause Site
Equities to merge into a wholly owned subsidiary of Sten, and Sten elects not
to offer employment to Mr. Hill/Mr. Antos, Sten will pay Mr. Hill/Mr. Antos
a severance payment of $150,000, less all federal and state tax and FICA
withholdings if applicable, which sum represents 12 months of his normal
monthly salary (i.e., irrespective of paragraph 2 above).  Sten will pay Mr. Hill/Mr. Antos
this severance payment, at his election, either: (i) in accordance with
Sten’s normal payroll cycle, with the first payment to commence on the next
regularly occurring payroll period following Mr. Hill/Mr. Antos’
effective date of termination; or (ii) in a lump sum on Sten’s next
regularly occurring pay day following his effective date of termination.


 


4.              Merger Election.


 


a.               If Sten elects the merger option
under the Loan and Merger Option Agreement, and Sten offers new employment to Mr. Hill/Mr. Antos,
the Compensation Committee of the new Board of Directors will determine Mr. Hill/Mr. Antos’
salary (which shall not be less than his annual salary just prior to the
merger) and option compensation.


 


b.               If Sten offers new employment to Mr. Hill/Mr. Antos
under 4.a. above, and it terminates Mr. Hill/Mr. Antos’ employment
for other than Cause (as the term “Cause” was defined in Mr. Hill/Mr. Antos’
employment agreement with Site Equities and is attached to this


 





















 


Agreement as Exhibit A) within 12 months
of his date of hire with Sten, Sten will pay Mr. Hill/Mr. Antos a
severance payment, less all applicable federal and state tax and FICA withholdings,
which sum will represent 12 months of his then-current monthly salary with
Sten.  Sten will pay Mr. Hill/Mr. Antos
this severance payment, at his election, either: (i) in accordance with
Sten’s normal payroll cycle, with the first payment to commence on the next
regularly occurring payroll period following Mr. Hill/Mr. Antos’
effective date of termination; or (ii) in a lump sum on Sten’s next
regularly occurring pay day following his effective date of termination.


 


c.               If Sten does not elect the merger
option under the Loan and Merger Option Agreement, Mr. Hill/Mr. Antos’
suspended employment agreement with Site Equities would be effective again, and
Sten would not have further involvement in the employment matters of Site
Equities.


 


5.              Options and
Stock-Based Compensation.  The parties agree that Site
Equities will honor any stock-related provisions of Mr. Hill/Mr. Antos’
suspended employment agreement, and any stock subject to that agreement shall
become a part of the 49.75% stock sharing provisions outlined in the Loan and
Merger Option Agreement should the merger take place.  Any of Mr. Hill/Mr. Antos’ vested
stock option shares will be escrowed pending the period when Mr. Hill/Mr. Antos
or any of his assignees exercises the options. 
If Mr. Hill/Mr. Antos or any of his assignees does not
exercise the options, Site Equities will redistribute the shares to Site
Equities’ shareholders on a pro-rata basis, based on the level of ownership
just prior to the merger.  Site equities
will distribute any cash from the exercise to Site Equities shareholders in the
same proportion as stated above in this paragraph 5.


 


[Mark
Hill ONLY:


 


6.              Relocation.  
In the event that Sten elects the merger option and offers Mr. Hill
employment, Mr. Hill agrees to relocate to Las Vegas, Nevada.  Sten will pay for Mr. Hill’s reasonable,
pre-approved relocation expenses.]


 


This Agreement will be governed by and construed under the laws of the
State of Minnesota.


 


The parties below have executed this Agreement as of the effective date
on page 1 of this Agreement.


 


	
   

  	
   

  	
   

  	
   

  
	
  Sten Acquisition Corporation

  	
  [Mark Hill/Ken Antos]