Exhibit
      10.7

    


    WESTERN
      CAPITAL RESOURCES, INC.

    TERM
      PROMISSORY NOTE

    


    
      	
              $1,000,000

            	
              Dated:
                October 15, 2008

            


    

    


    For
      Value
      Received,
      the
      undersigned, Western Capital Resources, Inc., a Minnesota corporation (the
      “Maker”),
      promises to pay to John Quandahl, a resident of Omaha, Nebraska (the
“Holder”),
      at
      such address as set forth below, or as Holder may from time to time provide
      to
      Maker, the principal sum of One Million and No/100 Dollars ($1,000,000) (USD),
      together with interest thereon until paid in full. All payments shall be applied
      first to accrued interest and then to principal. The Note shall accrue interest
      on the outstanding principal amount of this Note from the date hereof until
      the
      principal amount is paid in full at a rate of ten percent (10%) per annum.
      Interest shall be calculated on the basis of a 365-day year for the actual
      number of days elapsed.

    


    Interest
      payments (only) on the principal balance shall be made monthly, within the
      first
      five days of each calendar month, beginning in November 2008, with
      then-outstanding principal and accrued but unpaid interest due and payable
      October 1, 2011 (or within five days thereof); provided,
      however,
      that
      ninety (90) days after the date of this Note, then and thereafter principal
      and
      interest
      shall be due in monthly payments, each in an amount sufficient to fully amortize
      the remaining balance of this Note over the remaining term of this Note at
      the
      interest rate stated above, with then-outstanding principal and accrued but
      unpaid interest due and payable October 1, 2011 (or within five days thereof).
      

    


    The
      amounts owed under this Note are secured pursuant to the terms of a Security
      Agreement of even date herewith. 

    


    This
      Note
      may be prepaid, without penalty, in whole or in part, at any time or from time
      to time, at the option of Maker, by paying to Holder an amount equal to the
      principal amount to be prepaid together with interest accrued thereon through
      the date of prepayment. All payments hereunder shall be made by wire transfer
      of
      immediately available funds to an account designated by Holder, in writing,
      a
      reasonable amount of time prior to the due date therefor, or be made by
      certified check delivered to: John Quandahl, 10602 Ridgemont Circle, Omaha,
      Nebraska 68136.

     

    Maker
      shall be in default under the terms of this Note and the entire unpaid balance
      and accrued interest shall be immediately due and payable upon the occurrence
      of
      any of the following events: (i) Maker’s failure to pay, within thirty (30) days
      of the due date, the principal or interest on this Note; or (ii) the termination
      of business of, or commencement of any insolvency proceedings with respect
      to,
      Maker. In the event of a default, Holder may pursue any right or remedy
      authorized by law, singularly, together or successively. Failure or delay of
      Holder to exercise these options shall not constitute a waiver of the right
      to
      exercise the option in the event of a subsequent default or in the event of
      continuance of any existing default after demand for the performance of the
      terms of this Note.

    


    Maker
      waives presentment, demand, notice, protest, and all other demands and notices
      in connection with the delivery, acceptance, performance or enforcement of
      this
      Note, and agrees to any extension or postponement of the time of payment or
      any
      other indulgence under this Note. This Note will be governed by Minnesota law
      without reference to choice-of-law principles, and venue shall be made in the
      City of Minneapolis and County of Hennepin. Any notice required or permitted
      to
      be given under this Agreement shall be sufficient if in writing and sent by
      certified mail to Maker or Holder, return receipt requested, or when personally
      delivered to the party to be notified. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    In
      Witness Whereof,
      this
      Term Promissory Note has been executed as of the date and year first written
      above.

    


    WESTERN
      CAPITAL RESOURCES, INC.

    


    
      	
              /s/
                Christopher Larson

            	 
	
              By:
                Christopher Larson

            	 
	
              Its:
                President and Chief Executive
                Officer