Unassociated Document


    
      LOAN
EXTENSION AGREEMENT

       

      


      This Loan Extension Agreement (this
“Agreement”) is entered into as of January 26, 2011, by and between Wyoming
Financial Lenders, Inc., a Wyoming corporation (“WFL”), and WERCS, a Wyoming
corporation (“WERCS”), and, with respect to the provisions of Sections 5 and 6
below, Western Capital Resources, Inc., a Minnesota corporation
(“Guarantor”).  The parties have entered into this Agreement to extend
the maturity date of the loan made by WERCS to WFL pursuant to that certain
Business Loan Agreement by and between the parties dated as of April 1, 2010
(the “Loan Agreement”) and an accompanying Promissory Note of WFL in the
principal amount of $2,000,000 dated as of April 1, 2010 (the “Promissory
Note”).  Capitalized terms used but not defined in this Agreement
shall have the meanings set forth in the Loan Agreement.

      


      1.           Extension of Maturity
Date.  In consideration for the payment of principal
contemplated in Section 2 below, and on the condition that the such payment of
principal is tendered as so contemplated, the parties agree that for all
purposes under the Loan Agreement and Promissory Note (and in particular, the
paragraph of the Promissory Note captioned “Payment”), payment on the
outstanding principal plus all accrued unpaid interest under the Promissory Note
shall be due and payable April 1, 2012.

      


      2.           Payment of
Principal.  In consideration for the extension of the maturity
of the Loan and the Note evidencing the Loan, WFL agrees to tender to WERCS on
or prior to March 31, 2011, an installment of principal under the Loan in the
amount of $1,000,000.  Borrower shall continue making monthly payments
of interest as set forth in the Promissory Note.

      


      3.           Ratification of Related
Documents.  The Loan Agreement and other Related Documents, as
modified by this Agreement, are ratified and affirmed by Borrower and shall
remain in full force and effect.  Except to the extent, if any,
specifically provided for in this Agreement: (a) the liens of Lender on and
security interests in any and all real or personal property (tangible or
intangible) granted as security for the Loan shall continue in full force and
effect and none of such property is or shall be released from such liens and
security interests; and (b) this Agreement shall not constitute a waiver of any
rights or remedies of Lender in respect of the Related Documents.

      


      4.           Representations and
Warranties.  WFL represents and warrants to WERCS that those
representations and warranties of WFL contained in the Loan Agreement are true
and correct as of the date hereof, as if such representations and warranties had
been made as of the date hereof, except in cases where a representation and
warranty made in the Loan Agreement is made as of a specific date; provided,
however, that the representation and warranty respecting litigation is hereby
qualified by reference to the pending matter of Steven Staehr and David Stueve v.
Western Capital Resources, Inc., et al. (Dist. Minn.) 10-CV-01806
JNE/FLN.

      


      5.           Confirmation of
Guaranty.  Guarantor (a) consents to the terms and conditions
of this Agreement; and (b) reaffirms the Commercial Guaranty dated as of April
1, 2010 and confirms and agrees that, notwithstanding this Agreement and
consummation of the transactions contemplated thereby, the Guaranty and all of
Guarantor’s covenants, obligations, agreements, waivers, and liabilities set
forth in the Guaranty continue in full force and effect in accordance with their
terms with respect to the obligations guaranteed, modified only to the extent
that the guaranteed obligations are modified by this Agreement.

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      6.           Waiver of Defenses and
Release.  Neither Borrower nor Guarantor has any claims,
counterclaims, defenses, or set-offs with respect to the Loan or the Loan
Documents.  Each of Borrower and Guarantor fully, finally and forever
releases and discharges (a) Lender; (b) its respective successors, assigns
and affiliates; and (c) the directors, officers, employees, agents and
representatives of Lender and such successors, assigns and affiliates from any
and all actions, causes of action, claims debts, demands, liabilities,
obligations and suits, of whatever kind or nature, in law or equity, that either
Borrower or Guarantor has or in the future may have, whether known or unknown
(i) in respect of the Loan, this Agreement, the Related Documents or the actions
or omissions of Lender in respect of the Loan or the Related Documents and (ii)
arising from events occurring prior to the date of this Agreement.

      


      7.           General
Provisions.  This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof, and supersedes any prior
understandings, agreements, or representations of the parties, whether written
or oral.  No amendment of any provision of this Agreement shall be
valid unless the same shall be in writing and signed by both
parties.  No waiver by a party of any rights hereunder shall be
effective unless provided in writing.  Any term or provision of this
Agreement that is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.  This
Agreement shall be governed by the laws of the State of Nebraska with regard to
its conflicts-of-law principles.  Upon WERCS’ request, WFL agrees to
submit to the jurisdiction of the courts of Douglas County, State of
Nebraska.  This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and assigns.

      


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      In Witness Whereof, the undersigned
parties have set their hands to this Loan Extension Agreement as of the date
first set forth above.

      


      
        
          
            
              
                
                  
                    	
                            WYOMING
      FINANCIAL LENDERS, INC.

                          
	 
      	 
      
	 
      	 
      
	
                            /s/ John
      Quandahl                                                   

                          
	
                            John
      Quandahl

                          
	
                            Chief
      Executive Officer and President

                          
	 
      	 
      
	 
      	 
      
	
                            WERCS

                          
	 
      	 
      
	 
      	 
      
	
                            By:

                          	
                            /s/ Robert W.
      Moberly                

                          
	
                            Name:

                          	
                            Robert W.
      Moberly                     

                          
	
                            Title:

                          	
                            1/26/11                                           

                          
	 
      	 
      
	 
      	 
      
	
                            With
      respect to Sections 5 and 6:

                          
	 
      	 
      
	
                            GUARANTOR:

                          
	 
      	 
      
	
                            WESTERN
      CAPITAL RESOURCES, INC.

                          
	 
      	 
      
	 
      	 
      
	
                            /s/ John
      Quandahl                                                    

                          
	
                            John
      Quandahl

                          
	
                            Chief
      Executive Officer and
President