Exhibit
10.11


PROMISSORY
NOTE


 


	 	Omaha, Nebraska
	$2,000,000.00	October 18, 2011


 


For
Value Received, Western Capital Resources, Inc.,  a Minnesota
corporation (the “Company”), promises to pay to the order of River City Equity, Inc., a Nebraska
corporation (“Holder”), pursuant to the terms herein, in lawful money of the United States of America, the principal
sum of Two Million and 00/100 Dollars ($2,000,000.00), together with interest in arrears on the unpaid principal balance remaining
unpaid from time to time (computed on the basis of actual days elapsed in a 365-day year) at a rate equal to Twelve
Percent (12%) per annum, in the manner provided below, as evidenced by this Promissory Note (the “Note”).
This Note may be secured by the assets of the Company as provided in that certain Security Agreement of even date herewith.


 


1.PAYMENTS.


 


1.1Principal
and Interest. Interest shall accrue on a monthly basis on the principal amount of the Note outstanding from time to time until
the Maturity Date. Each interest payment for a calendar month shall be due on the 15th day of the next following calendar month.
The principal amount of this Note shall be due and payable, together with any accrued and unpaid interest hereunder, on the earlier
of (i) September 30, 2013 (the “Maturity Date”), or (ii) the date the amounts owing under this Note shall become
due and payable, following an Event of Default, pursuant to Section 2.1 below. Any payments received shall be applied first to
any other charges due under this Note, second to the payment of accrued interest, and third to the payment of the unpaid principal
balance due under this Note.


 


1.2Manner of
Payment. All payments of principal and interest on this Note shall be made by electronic ACH payment at such place (or to such
account) in the United States of America as Holder shall designate to the Company in writing. If any payment of principal or interest
on this Note is due on a day which is not a Business Day, such payment shall be due on the next succeeding Business Day, and such
extension of time shall not be taken into account in calculating the amount of interest payable under this Note. “Business
Day” means any day other than a Saturday, Sunday or legal holiday in the State of Nebraska.


 


1.3Prepayment.
At any time after the date hereof, the Company may, at any time and from time to time, prepay all or any portion of the outstanding
principal balance due under this Note, provided that each such prepayment is accompanied by the accrued interest on the amount
of principal prepaid calculated to the date of such prepayment, as well as a prepayment premium equal to (i) 2% of the principal
amount of the Note outstanding at the time of such prepayment (on or prior to September 30, 2012) or (ii) 1% of the principal amount
of the Note outstanding at the time of such prepayment (after September 30, 2012 and on or prior to September 30, 2013). The Company
shall provide Holder with not less than 15 days written notice prior to such prepayment.


 






    	 



    	 	



    



 


2.DEFAULT.


 


2.1Events of
Default. The failure of the Company to pay, when due, any amounts owed hereunder shall, after the lapse of a five-day cure
period following written notice to the Company, constitute an event of default hereunder (“Event of Default”).


 


2.2Remedies.
Upon the occurrence of an Event of Default hereunder (unless such Event of Default has been cured or waived by Holder), Holder
may, at its option, (i) by written notice to the Company, declare the entire unpaid principal balance of this Note, together with
all accrued interest thereon, immediately due and payable regardless of any prior forbearance, (ii) exercise all rights under the
Security Agreement, and/or (iii) exercise any and all rights and remedies available to it under applicable law, including, without
limitation, the right to collect from the Company all sums due under this Note. The Company shall pay all reasonable costs and
expenses incurred by or on behalf of Holder in connection with Holder’s exercise of any or all of its rights and remedies
under this Note, including, without limitation, reasonable attorneys’ fees.


 


3.MISCELLANEOUS.


 


3.1Waiver.
The rights and remedies of Holder under this Note shall be cumulative and not alternative. No waiver by Holder of any right or
remedy under this Note shall be effective unless in writing signed by Holder. Neither the failure nor any delay in exercising any
right, power or privilege under this Note will operate as a waiver of such right, power or privilege and no single or partial exercise
of any such right, power or privilege by Holder will preclude any other or further exercise of such right, power or privilege or
the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right of
Holder arising out of this Note can be discharged by Holder, in whole or in part by a waiver or renunciation of the claim or right
unless in a writing, signed by Holder; (b) no waiver that may be given by Holder will be applicable except in the specific instance
for which it is given; and (c) no notice to or demand on the Company will be deemed to be a waiver of any obligation of the Company
or of the right of Holder to take further action without notice or demand as provided in this Note. The Company hereby waives presentment,
demand, protest and notice of dishonor and protest.


 


3.2Notices.
Any notice required or permitted to be given hereunder shall be given by the Company to Holder or Holder to the Company in writing
and shall be (a) personally delivered, (b) sent by overnight courier of national reputation, or (c) transmitted
by facsimile or electronic mailing, in each case, to the applicable party as follows:


 


	If to the Holder:	River City Equity, Inc.
	 	10631 Ridgemont Circle
	 	Omaha NE 68136  
	 	Facsimile: ______________
	 	 
	With a copy to:	______________
	 	______________
	 	______________
	 	 



 






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	If to the Company:	Western Capital Resources, Inc.
	 	11550 “I” Street, Suite 150
	 	Omaha, NE  68137
	 	Attention: John Quandahl
	 	Facsimile: (402) 555-8888
	 	 
	With a copy to:	Maslon Edelman Borman & Brand, LLP
	 	90 South Seventh Street
	 	3300 Wells Fargo Center
	 	Minneapolis, MN  55402
	 	Attention: Paul Chestovich
	 	Facsimile: (612) 642-8305
	 	 


 


3.3Severability.
If any provision in this Note is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of
this Note will remain in full force and effect. Any provision of this Note held invalid or unenforceable only in part or degree
will remain in full force and effect to the extent not held invalid or unenforceable.


 


3.4Governing
Law. This Note will be governed by the laws of the State of Nebraska without regard to conflicts-of-law principles.


 


3.5Parties in
Interest. This Note shall bind the Company and its successors and assigns. This Note shall not be assigned by Holder without
the express prior written consent the Company, which consent may be granted or withheld in the Company’s reasonable discretion.


 


3.6Construction.
The headings of Sections in this Note are provided for convenience only and will not affect its construction or interpretation.
All references to “section” or “Sections” refer to the corresponding Section or Sections of this Note unless
otherwise specified. All words used in this Note will be construed to be of such gender or number as the circumstances require.
Unless otherwise expressly provided, the words “hereof” and “hereunder” and similar references refer to
this Note in its entirety and not to any specific section or subsection hereof.


 


In
Witness Whereof, the Company has executed and delivered this Note as of the date first stated above.


 


	 	WESTERN CAPITAL RESOURCES, INC.
	 	 
	 	 
	 	/s/ John Quandahl
	 	John Quandahl
	 	Chief Executive Officer


 






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