Exhibit
      10.9

    


    SECURITY
      AGREEMENT

     

    October
      15, 2008

     

    PQH
      WIRELESS, INC., a Nebraska corporation (“Grantor”),
      for
      valuable consideration hereby grants to ________________ (“Secured
      Party”),
      a
      security interest in the following property at the locations identified in
      Schedule
      1
      and any
      and all additions, accessions and substitutions thereto or therefore and all
      proceeds therefrom (the “Collateral”):
      (a)
      all of Grantor’s goods, including but not limited to, equipment, furniture,
      fixtures and inventory; and (b) all accounts, chattel paper, instruments,
      investment properties, cash proceeds, commercial tort claims, deposit accounts,
      encumbrances, letter of credit rights, letters of credit, documents, leases,
      money, software and general intangibles. For clarity, the Collateral does not
      include any property held at locations other than those identified in
Schedule
      1.
      

    


    The
      security interest hereby granted is to secure payment of the indebtedness
      evidenced by a promissory note of even date herewith payable by Western Capital
      Resources, Inc., a Minnesota corporation, 2201 West Broadway, Suite 1, Council
      Bluffs, Iowa 51501 (“WCR”),
      to
      Secured Party, or order, in principal amount of $__________, and any and all
      extensions or renewals of said note.

    


    GRANTOR
      SHALL BE IN DEFAULT under this agreement upon the happening of any of the
      following events or conditions:

    


    (a)
      default in the payment or performance of any obligation, covenant or liability
      contained or referred to herein or in any note evidencing the same and the
      continuation of such default for ten (10) days following written notice to
      Grantor c/o WCR from Secured Party; and

    


    (b)
      any
      warranty, representation or statement made or furnished to Secured Party by
      or
      on behalf of Grantor proves to have been false in any material respect when
      made
      or furnished.

    


    UPON
      SUCH
      DEFAULT and at any time thereafter, Secured Party may declare all obligations
      secured hereby immediately due and payable and shall have the remedies of a
      secured party under the Nebraska Uniform Commercial Code. Secured Party will
      give Grantor c/o WCR reasonable notice of the time and place of any public
      sale
      thereof or of the time after which any private sale or any other intended
      disposition thereof is to be made. The requirements of reasonable notice shall
      be met if such notice is mailed, postage prepaid, to Grantor c/o WCR at the
      address of WCR shown at the second paragraph of this agreement at least ten
      days
      before the time of the sale or disposition. Secured Party may purchase the
      Collateral at such sale. The proceeds of the sale shall be applied first to
      pay
      the expenses of conducting such sale, including reasonable legal fees incurred
      in connection therewith, and then to pay any sums due from WCR to Secured Party
      under the promissory note. Any surplus then remaining shall be paid to Grantor.
      Upon payment in full of the promissory note, Secured Party shall terminate
      all
      security interests held by Secured Party in connection with such promissory
      note. So long as Grantor is not in default under this security agreement and
      WCR
      is not in default in the payment obligations of the promissory note, Grantor
      shall exercise and enjoy all the rights accruing from the ownership of the
      Collateral.

    


    No
      waiver
      by Secured Party of any default shall operate as a waiver of any other default
      or of the same default on a future occasion.


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    


    All
      rights of Secured Party hereunder shall inure to the benefit of his heirs,
      legal
      representatives, successor and assigns; and all promises and duties of Grantor
      shall bind its legal representatives, successors and assigns. 


     

      
        	 	
                Grantor:

              
	 	 
	 	
                PQH WIRELESS, INC.,

              
	 	
                a Nebraska corporation

              
	 	 
	 	
                By:

              	
                 

              
	 	 	
                JOHN QUANDAHL

              
	 	 	
                President

              


      

    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    SCHEDULE
      1


    


    
      	 	
              1.

            	
              3039
                Prospect Ave., Kansas City, Missouri
                64128

            


    

    


    
      	 	
              2.

            	
              7445
                Prospect Ave., Kansas City, Missouri
                64132

            


    

    


    
      	 	
              3.

            	
              7559
                State Ave., Kansas City, Missouri
                66112

            


    

    


    
      	 	
              4.

            	
              2910
                S. 24th
                Street, Omaha, Nebraska 68108

            


    

    


    
      	 	
              5.

            	
              7400
                Dodge Street, Omaha, Nebraska 68114

            


    

    


    
      	 	
              6.

            	
              210
                W. 23rd
                Street, Fremont, Nebraska 68025

            


    

    


    
      	 	
              7.

            	
              11705
                Perrin Beitel Rd., San Antonio, Texas
                78217

            


    

    


    
      	 	
              8.

            	
              5252
                Fredricksburg Rd., San Antonio, Texas
                78229

            


    

    


    
      	 	
              9.

            	
              7870
                Culebra Rd., Suite # 24, San Antonio, Texas
                78251

            


    


    
      
         

      

      
        3