Exhibit 10.6


 


DEBT SUBORDINATION AGREEMENT


 


This Debt Subordination Agreement is entered
into as of the 22nd day of November, 2005, between and among STEN
Acquisition Corporation, a Minnesota corporation (“Lender”) and Arthur Petrie,
an individual resident of the State of Nevada (the “Creditor”).


 


RECITALS


 


WHEREAS, Signal Sites Incorporated, a Delaware corporation (“Subsidiary”),
and wholly owned subsidiary of Site Equities International, Inc., a Nevada
corporation (the “Borrower”), was indebted to Creditor, pursuant to a certain
stock purchase agreement made and entered into as of April 29, 2002 by and
between Creditor and Subsidiary (the “Stock Purchase Agreement”) attached
hereto as Exhibit A and a certain promissory note in the principal
amount of One Million Eighty Thousand and 00/100 Dollars ($1,080,000.00)
attached hereto as Exhibit B (the “Subordinated Debt Note”); and


 


WHEREAS, as a condition to lending Borrower certain amounts under that
certain Loan and Merger Option Agreement between Lender and Borrower dated as
of November 22, 2005, as originally executed and as amended, modified,
extended, renewed or replaced from time (the “Loan Agreement”), Lender is
requiring Creditor, to enter into this Agreement and Creditor; believing that
it is in Creditor’s best interest for Lender to advance funds to Borrower under
the Loan Agreement, desires to enter into this Agreement.


 


NOW, THEREFORE, in consideration of the promises contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and to induce Lender to, at any time, extend or continue credit
or any other financial accommodation to Borrower or any of its affiliates,
Borrower and Creditor agree with Lender as follows:


 


1.                                       Definitions.


 


(a)                                  “Subordinated Debt” means all indebtedness and liability of
Borrower and any of its affiliates to Creditor now existing or hereafter
arising, whether direct or indirect, absolute or contingent or due or to become
due, and whether created directly or acquired by assignment or otherwise,
including, without limitation, any indebtedness of Borrower under the Stock
Purchase Agreement and the Subordinated Debt Note, each as originally executed
and/or amended, modified, extended, renewed or replaced from time to time (the “Subordinated
Debt Documents”), including, without limitation, any and all principal,
interest (including interest at the contract rate from the date of filing of a
petition by or against Borrower under the federal Bankruptcy Code), default
charges, premiums, expenses and collection costs (including, without
limitation, attorneys’ fees).


 





















 


(b)                                 “Superior Debt” means all indebtedness and liability of
Borrower and any of its affiliates to Lender or its affiliates, now existing or
hereafter arising, whether direct or indirect, absolute or contingent
(including, without limitation, reimbursement obligations with respect to any
letters of credit and guaranty liability), due or to become due, and whether
created directly or acquired by assignment or otherwise, including, without
limitation, all obligations of Borrower to Lender pursuant to the Loan
Agreement, any and all principal, interest (including interest at the contract
rate from the date of filing of a petition by or against Borrower under the
federal Bankruptcy Code), default charges, premiums, expenses and collection
costs (including, without limitation, attorneys’ fees) on or with respect to
all indebtedness and liabilities of Borrower and its affiliates to Lender and
any and all obligations of Borrower whether absolute or contingent and
howsoever and whensoever created, arising, evidenced or acquired (including all
renewals, extensions and modifications thereof and substitutions therefor),
under any transaction now existing or hereafter entered into between Borrower
and Lender or an affiliate thereof.


 


(c)                                  “Event of Default” means an Event of Default as that term is
defined in the Loan Agreement.


 


2.                                       Subordination of Debt.  Creditor postpones and subordinates, to the
extent and in the manner provided in this Agreement, all Subordinated Debt to
the payment in full of all Superior Debt. 
If Borrower issues, has issued or is party to any instrument or document
evidencing the Subordinated Debt, it (and all copies thereof) shall bear a
conspicuous legend stating: “Payment of the indebtedness evidenced by this
instrument or document and the rights of the holder hereof are subordinated and
subject to the rights of Sten Acquisition Corporation and its successors and
assigns, to the extent provided in a Debt Subordination Agreement dated as of November 22,
2005, from the holder to said lender.” 
Borrower’s and Creditor’s books shall be marked to evidence
subordination of all Subordinated Debt to Lender.  Lender is authorized to examine such books
from time to time and to make any notations required or allowed by this
Agreement.  Nothing contained in this
Agreement shall affect the validity of Subordinated Debt.


 


3.                                       Payments on Subordinated Debt.


 


(a)                                  Permitted Payments.


 


(i)                                     Until Lender provides written notice to Creditor
(with a copy to Borrower) (a “Default Notice”) of the occurrence of an Event of
Default under the Loan Agreement (a “Borrower Default”) in accordance with the
terms of Section 21 of this Agreement, Borrower may make, and Creditor may
retain, to the extent such payment would not violate this Agreement or the Loan
Agreement: (A) regularly scheduled payments of principal, interest, fees
and reimbursement of other expenses in accordance with the terms of the
Subordinated Debt Documents; (B) a payment of $200,000 to Creditor as
payment in full of the amounts owed by Borrower under that certain promissory
note by Borrower to Creditor dated as of October 6, 2005, having a
principal amount of $100,000 and that certain promissory note by Borrower to
Creditor dated as of October 19, 2005 having a principal amount of
$100,000, provided that concurrent therewith all security interests


 


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of Creditor in Borrower or its subsidiaries relating thereto shall be
immediately released, (C) a disbursement of Borrower’s common stock as
satisfaction in full of the amounts owed by Subsidiary to Creditor under the
Subordinated Debt Note and the Stock Purchase Agreement as set forth in Section 22
below, and (D) payment of an aggregate of $100,000 to Creditor and Ken
Antos for payment of amounts borrowed by Creditor and Ken Antos under that
certain Business Loan Agreement dated as of September 23, 2005 among
Creditor, Ken Antos and SouthwestUSA Bank, as amended, and advanced to
Borrower.


 


(ii)                                  Following a Default Notice, Borrower may
resume regularly scheduled payments (and may make any payments missed due to
the application of this Agreement) in respect of the Subordinated Debt upon the
cure or waiver of such Borrower Default.  For purposes hereof, no payments of principal,
interest or fees due upon acceleration of any of the Subordinated Debt shall
constitute regularly scheduled payments thereof.


 


(iii)                               Notwithstanding any provision in this
Agreement to the contrary (A) no Borrower Default existing on the date any
Default Notice is given pursuant to Section 3(a)(i) shall, unless the
same shall have ceased to exist for a period of at least 30 consecutive days,
be used as the basis for any subsequent such notice; and (B) the failure
of Borrower to make any payment with respect to the Subordinated Debt by reason
of the operation of this Agreement shall not be construed as preventing the
occurrence of a default under any agreement, document or instrument evidencing
or securing the Subordinated Debt;


 


(b)                                 Limitations.   Except as set forth in Section 3(a),
until this Agreement expires pursuant to Section 9 hereof:  (i) Borrower shall not, directly or
indirectly, make any payments on account of, or grant a security interest in,
mortgage, assign or transfer any of its or its affiliates’ assets or properties
to satisfy or secure, any part of the Subordinated Debt other than as permitted
pursuant to Section 6 hereof; (ii) Creditor shall not demand or
accept from Borrower or any other person (including, without limitation, any
guarantor of the Subordinated Debt) or retain any payment on or any assets of
Borrower or its affiliates for any part of the Subordinated Debt; (iii) Creditor
shall not cancel, set off or otherwise discharge any part of the Subordinated
Debt; and (iv) Borrower and Creditor shall not otherwise take or permit
any action prejudicial to or inconsistent with Lender’s priority position over
Creditor created by this Agreement.


 


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(c)                                  Payments Received.  Except as permitted in Section 3(a), if
any payment on account of, or any assets of Borrower or its affiliates for, any
part of the Subordinated Debt is received by Creditor, Creditor shall
immediately deliver such payment or assets to Lender for application to the
Superior Debt, in the form received except for the addition of any endorsement
or assignment necessary to effect transfer of all rights therein to
Lender.  Creditor irrevocably authorizes
Lender to supply any required endorsement or assignment which may have been
omitted.  Until so delivered, any such
payment or assets shall be held by Creditor in trust for Lender and shall not
be commingled with other funds or property of Creditor.  To the extent that (i) Lender receives any
payments from Creditor pursuant to this Section 3(c), and (ii) all or
any portion of such payments are subsequently avoided, invalidated, determined
to be fraudulent or preferential, set aside or otherwise avoided, and required
to be paid by Creditor to a trustee, receiver, or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, and are in
fact so paid by Creditor, then Lender will promptly return to Creditor the
amount so paid by Creditor.  Upon
expiration of this Agreement pursuant to Section 9 hereof, Creditor shall
be subrogated to all rights of Lender to receive all further payments or
distributions applicable to the Superior Debt, and, to the extent permitted by
law, shall have the benefit of all liens and security interests of Lender in
the assets and properties of Borrower until the Subordinated Debt shall have
been paid in full.  Creditor shall not
exercise any right of subrogation, reimbursement, restitution, contribution or
indemnity whatsoever prior to the expiration of this Agreement pursuant to Section 9
hereof.  For purposes of  Creditor’s subrogation rights hereunder,
payment to Lender with respect to the Superior Debt that Creditor would have
been entitled to receive with respect to the Subordinated Debt but for the
provisions of this Agreement shall not, as between Borrower, its creditors
(other than Lender) and Creditor, be deemed payments with respect to the
Superior Debt, but rather shall be deemed payments with respect to the
Subordinated Debt, it being understood that the provisions of this Agreement
are solely for the purpose of defining the relative rights of the holder of the
Superior Debt, on the one hand, and Creditor, on the other hand.


 


4.                                       Collection of Subordinated Debt: 
Bankruptcy. 
Until the expiration of this Agreement pursuant to Section 9
hereof, Creditor shall not, without the prior written consent of Lender,
accelerate the maturity of any of the Subordinated Debt or initiate or join
with any other creditor of Borrower in initiating any proceedings, voluntary or
involuntary, for the collection of the Subordinated Debt or for the
distribution, division or application of all or any part of the assets of
Borrower or the proceeds thereof, whether such proceedings be for the liquidation,
dissolution or winding up of Borrower or its business, receivership, insolvency
or bankruptcy proceedings, an assignment for the benefit of creditors or
proceedings by or against Borrower for relief under any bankruptcy,
reorganization or insolvency law or any law relating to the relief of debtors,
readjustment of indebtedness, reorganization, arrangement, composition,
extension or otherwise.  In the event of
any proceedings, voluntary or involuntary, for the distribution, division or
application of all or part of the assets of Borrower or the proceeds thereof
(whether such proceedings be for the liquidation, reorganization, dissolution
or winding up of Borrower or its business, receivership, insolvency or
bankruptcy proceedings, an assignment for the benefit of creditors or
proceedings by or against Borrower for relief under any bankruptcy,
reorganization, arrangement, composition or extension or otherwise), Creditor
shall file all claims, proofs of claim or other instruments of similar
character necessary to enforce the obligations of Borrower in respect of the
Subordinated Debt and will hold in trust for Lender and promptly pay over to
Lender in the form received (except for the endorsement of Creditor where
necessary) for application to the Senior Debt any and all moneys


 


4





















 


and other assets received in such proceedings
on account of the Subordinated Debt until the expiration of this Agreement
pursuant to Section 9 hereof.  In
the event Creditor shall fail to timely take any such action, Creditor
automatically and irrevocably authorizes Lender to, at its option at any
meeting of creditors of Borrower or in any such proceeding:


 


(a)                                  Enforce claims comprising Subordinated Debt either in its own name
or the name of Creditor, by proof of debt, proof of claim, suit or otherwise;


 


(b)                                 Collect any assets of Borrower distributed, divided or applied by
way of dividend or payment, or any securities issued, on account of
Subordinated Debt and apply the same, or the proceeds of any realization upon
the same that Lender in its discretion elects to effect, to Superior Debt until
all Superior Debt has been paid in full, delivering any surplus to Creditor;


 


(c)                                  Vote claims comprising Subordinated Debt to accept or reject any plan
of partial or complete liquidation, reorganization, arrangement, composition or
extension; and


 


(d)                                 Take any action in connection with any such meeting or proceeding
which Creditor might otherwise take; provided, however, that upon expiration of
this Agreement pursuant to Section 9 hereof, all rights of Lender and
Creditor under any remaining Subordinated Debt shall be assigned to Creditor
without the necessity of further documentation or action.


 


5.                                       Warranties, Representations and Covenants.  Borrower and Creditor
represent and warrant that Creditor is the lawful owner of the Subordinated
Debt and no part thereof has been assigned to, or subordinated or subjected to
any other security interest in favor of, anyone other than Lender.  Until this Agreement expires pursuant to Section 9
hereof, Borrower shall not issue, amend or modify any instrument, security or
other writing evidencing any part of the Subordinated Debt except with the
prior written approval of Lender or at the request of and in the manner requested
by Lender if the effect of such issuance, amendment or modification has the
effect of (i) increasing the interest rate or rates on any of the
Subordinated Debt, (ii) advancing the scheduled payment dates of interest
or principal or final maturity date of any of the Subordinated Debt, (iii) making
any covenant more restrictive on Borrower (except that if Lender changes any
covenant in the Loan Agreement, Creditor and Borrower may make a similar change
in the corresponding covenant contained in Subordinated Debt documents), (iv) increasing
the amount of any fees payable under the Subordinated Debt documents (other
than customary default waiver or amendment fees), (v) causing any “Event
of Default” under the any Subordinated Debt documents to be less favorable to
Borrower, or (vi) imposing any express restrictions on Borrower’s ability
to make payments on the Superior Debt. 
Creditor agrees that it will not transfer, assign or subordinate all or
any portion of the Subordinated Debt without the prior written consent of
Lender, which consent shall not be unreasonably withheld, conditioned or
delayed and provided that such any such transferee, assignee or other person to
which rights are granted by Creditor under the Subordinated Debt becomes bound
to the obligations to Lender under this Agreement.  Creditor shall promptly provide Lender with
notice of any default or event of default (along with a description of the
default) under the Subordinated Debt Note, the Stock Purchase Agreement, or any
other instrument evidencing any of the Subordinated Debt as well as written
notice of the cure or waiver of said default.


 


5





















 


6.                                       Subordination of Security Interest.  Lender hereby acknowledges Borrower’s grant
of a security interest in the assets described on Exhibit C
attached hereto (the “Collateral”) to Creditor solely as security for payment
of Borrower’s obligations pursuant to the Subordinated Debt Documents, as
evidenced by the Subordinated Debt Documents. 
Creditor hereby subordinates its security interests, liens, claims,
rights and remedies (now existing or hereafter arising) in and to the
Collateral and any other assets of Borrower (or any of its affiliates) and the
proceeds thereof, now owned or hereafter acquired and wherever located, to the
security interests, liens, claims, rights and remedies of Lender, it being
agreed by Creditor that Lender’s security interests, liens, claims, rights and
remedies shall have priority over Creditor’s. 
The priority set forth herein shall apply regardless of the date, time,
manner or order of attachment or perfection of the respective security
interests, liens, claims, rights and remedies of Creditor and Lender, the time
or sequence in which any financing statements are or were filed, any provision
of the Uniform Commercial Code or any applicable law, the provision of any
contract or agreement between Creditor and Borrower or whether Creditor (or any
agent or bailee thereof) maintains possession or control of any of Borrower’s assets.


 


7.                                       Disposition of Collateral.  Except in connection with the transfer of the
Subordinated Debt as permitted in Section 5 above, Creditor shall not
assign or transfer any of its rights in any of the Collateral without the prior
written consent of Lender.  Upon any such
assignment, Creditor agrees that Creditor and such assignee or transferee shall
execute such other documents, agreements and instruments as reasonably
requested by Lender.  Until the
expiration of this Agreement pursuant to Section 9 hereof, Creditor shall
not repossess, sell, lease or otherwise dispose of all or any of Borrower’s (or
any of its affiliates’) assets (including, without limitation, any of the
Collateral), exercise notification, collection or other rights with respect to all
or any portion thereof, or attempt or agree to do so, or exercise or commence
any of Creditor’s rights upon default on or under any of the Subordinated Debt
or any instrument or agreement evidencing any of the Subordinated Debt
(including, without limitation, any rights under the Uniform Commercial Code or
other applicable law).  Upon request of
Lender, Creditor shall release its security interests and liens in and to any
of the assets of Borrower (or any of its affiliates) to allow Lender to
collect, sell or otherwise dispose of said assets free and clear of Creditor’s
security interests and liens.


 


8.                                       Waivers.  Creditor waives any defense based on the
adequacy of a remedy at law which might be asserted as a bar to the remedy of
specific performance hereof in any action brought therefor by Lender.  Creditor further waives presentment, notice
and protest in connection with all negotiable instruments evidencing Superior
Debt or Subordinated Debt to which it may be a party, notice of the acceptance
of this Agreement by Lender, notice of any loans made, extensions granted or
other action taken in reliance hereon and all demands and notices of every kind
in connection with this Agreement, Superior Debt or Subordinated Debt.  Creditor assents to any modification,
amendment, or renewal of the Loan Agreement or any other document relating to
the Superior Debt and any extension or postponement of the time of payment or
any other indulgence in connection with Superior Debt, to any substitution,
exchange or release of collateral therefor and to the addition or release of
any person primarily or secondarily liable thereon.  Creditor waives any and all rights it may
have with respect to marshalling of assets.  
No waiver is made by Lender of any of its rights hereunder unless the
same is in writing, and each waiver, if any, is a waiver only with respect to
the specific instance involved.


 


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9.                                       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.


 


10.                                 Duration.  This Agreement is a continuing agreement, and
Lender may, without notice to Creditor, extend or continue credit and make
other financial accommodations to or for the account of Borrower in reliance
upon this Agreement.  This Agreement
shall continue in full force and effect until (a) all outstanding Superior
Debt is paid in full and is not subject to any recovery, and (b) Lender
has no obligation to extend or continue credit to Borrower.


 


11.                                 Default.  If any representation or warranty made by
Borrower or Creditor in this Agreement or in any instrument evidencing the
Superior Debt (including, without limitation, the Loan Agreement) proves to
have been materially false when made; or in the event of a breach by Borrower
or Creditor in the performance of any of the terms of this Agreement or of any
instrument evidencing the Superior Debt (including, without limitation, the
Loan Agreement), Lender may, at its option, declare all Superior Debt to be
forthwith due and payable, without presentment, demand, protest or notice of
any kind, notwithstanding any time or credit otherwise allowed.  At any time Creditor fails to comply with any
provision applicable to Creditor, Lender may demand specific performance of
this Agreement, whether or not Borrower has complied with this Agreement, or
exercise any other remedy available at law or equity.


 


12.                                 Duties Limited.  The rights granted to Lender in this
Agreement are solely for its protection, and nothing herein contained imposes
on Lender any duties with respect to any property of Borrower or Creditor
received hereunder.  Lender has no duty
to preserve rights against prior parties in any instrument or chattel paper
received hereunder.


 


13.                                 Authority.  Borrower and Creditor each represent and
warrant that they have authority to enter into this Agreement and that the
persons signing for each party are authorized and directed to do so.


 


14.                                 Modification.  This Agreement may only be modified in
writing signed by Lender, Borrower and Creditor.


 


15.                                 Additional Documentation.  Borrower and Creditor shall execute and
deliver to Lender such further instruments and shall take such further action
as Lender may at any time or times reasonably request in order to carry out the
provisions and intent of this Agreement.


 


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16.                                 Expenses.  Borrower agrees to pay Lender on demand all
expenses of every kind, including reasonable attorney’s fees, which Lender may
incur in enforcing or protecting any of its rights under this Agreement.  Creditor agrees to pay Lender on demand all
expenses of every kind, including reasonable attorney’s fees, which Lender may
incur in enforcing or protecting any of its rights under this Agreement as a
result of any violation of this Agreement by Creditor.


 


17.                                 Persons Bound.  This Agreement benefits Lender and its
successors and assigns, and binds the undersigned, their heirs, personal
representatives, successors and assigns.


 


18.                                 Defects Waived.  This Agreement is effective notwithstanding
any defect in the validity or enforceability of any instrument or document
evidencing the Superior Debt.


 


19.                                 Law Governing, Disputes.  The validity, construction and enforcement of
this agreement are governed by the internal laws of Minnesota.  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.


 


20.                                 No Third Party Beneficiaries.  All of the understandings, agreements,
representations and warranties contained herein are solely for the benefit of
Lender and its successors and assigns, and there are no parties (including
Borrower and other creditors of Borrower) who are intended to be benefited in
any way by this Agreement.


 


21.                                 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 Lender:


 


STEN Acquisition Corporation


10275 Minnetonka Boulevard, Suite 310


Wayzata, MN 55305


Attention: 
Kenneth W. Brimmer, Chief Executive Officer


Facsimile: 952-545-2795


 


with a copy to:


 


Lindquist & Vennum P.L.L.P.


 


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4200 IDS Center


80 South Eighth Street


Minneapolis, Minnesota 55402


Attention: Girard P. Miller


Facsimile: 612-371-3207


 


If to Creditor:


 


Arthur Petrie


 


 


 


 


 


 


 


9





















 


with a copy to


 


Hinshaw & Culberson LLP


222 South Ninth Street, Suite 3100


Minneapolis, Minnesota 55402


Attention: L.J. Rotman


Facsimile: 612-334-8888


 


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.


 


22.                                 Conversion. Borrower and Creditor
agree that immediately prior to the Merger, as defined in the Loan
Agreement,  Borrower and Creditor shall
convert all principal, interest and other amounts owed under the Subordinated
Debt Note and Stock Purchase Agreement into shares of the Borrower’s common
stock, and Lender hereby consents to such conversion and the issuance of
Borrower stock in connection therewith. 
Borrower and Creditor agree that immediately upon such conversion, all
security interests of the Creditor in assets of the Borrower or Subsidiary, and
their respective affiliates shall be immediately released.


 


23.                                 Counterparts.  This Agreement may be executed in
counterparts.


 


[signature page to follow]


 


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IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the
date first above written:


 


 


	
  CREDITOR:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Arthur Petrie

  	
   

  	
   

  
	
  Arthur Petrie

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  LENDER:

  	
   

  
	
   

  	
   

  
	
  STEN ACQUISITION CORPORATION

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Kenneth W. Brimmer

  	
   

  	
   

  
	
  Name:

  	
  Kenneth W. Brimmer

  	
   

  
	
  Its:

  	
  Chief Executive Officer

  	
   

  
					



 


 


The Borrower hereby consents to the forgoing
Agreement (and the terms thereof) and agrees to abide thereby and to keep,
observe and perform the several matters and things therein intended to be kept,
observed and performed by it, and specifically agrees not to make any payments
contrary to the intention and terms of this Agreement.  Any breach of the terms of this Agreement
shall constitute a default in the terms of the Superior Debt.


 


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  SITE EQUITIES INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth Antos

  	
   

  
	
   

  	
  Name:

  	
  Kenneth Antos

  
	
   

  	
  Its:

  	
  President