PROMISSORY
NOTE

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Principal

                                $2,000,000.00

                              	
                                Loan
      Date

                                APRIL
      1, 2010

                              	
                                Maturity

                                APRIL
      1, 2011

                              	
                                Loan
      No

                                 

                              	
                                Call
      / Coll

                              	
                                Account

                                 

                              	
                                Officer

                                 

                              	
                                Initials

                              
	
                                References
      in the boxes above are for Lender’s use only and do not limit the
      applicability of this document to any particular loan or
item.

                                Any
      item above containing “***” has been omitted due to text length
      limitations.

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        	
                Borrower:

              	
                Wyoming
      Financial Lenders, Inc.

              	
                Lender:

              	
                WERCS

              
	 
      	
                11550
      I Street, Suite 150

              	 
      	
                400
      East 1st
      Street

              
	 
      	
                Omaha,
      NE  68137

              	 
      	
                Casper,
      WY  82601

              
	 
      	 
      	 
      	 
      


      

    

     

    
      
        	
                Principal
      Amount:  $2,000,000.00

              	
                Date
      of Note: April 1, 2010

              


      

    

     

    PROMISE
TO PAY.  Wyoming Financial Lenders, Inc. (“Borrower”) promises to pay to
WERCS (“Lender”), or order, in lawful money of the United States of America, the
principal amount of Two Million & 00/100 Dollars ($2,000,000.00) or so much
as may be outstanding, together with interest on the unpaid outstanding
principal balance of each advance.  Interest shall be calculated from the
date of each advance until repayment of each advance.

     

    PAYMENT. 
Borrower will pay this loan in one payment of all outstanding principal plus all
accrued unpaid interest on April 1, 2011.  In addition, Borrower will pay
regular monthly payments of all accrued unpaid interest due as of each payment
date, beginning May 1, 2010, with all subsequent Interest payments to be due on
the same day of each month after that.  Unless otherwise agreed or required
by applicable law, payments will be applied first to any unpaid collection
costs; then to any accrued unpaid interest; then to any late charges; and then
to principal.  Borrower will pay Lender at Lender’s address shown above or
at such other place as Lender may designate in writing.

     

    INTEREST RATE.  The
interest rate on this Note is twelve percent (12%) per annum.  Interest on
the unpaid principal balance of this Note will be calculated as described in the
“INTEREST CALCULATION METHOD” paragraph using a rate of 12%.  NOTICE: 
Under no circumstances will the interest rate on this Note be more than the
maximum rate allowed by applicable law.

     

    INTEREST
CALCULATION METHOD.  Interest on this Note is computed on a 365/360 basis;
that Is, by applying the ratio of the interest rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by the actual number
of days the principal balance Is outstanding.  All interest payable under
this Note is computed using this method.

     

    PREPAYMENT.  Borrower
agrees that all loan fees and other prepaid finance charges are earned fully as
of the date of the loan and will not be subject to refund upon early payment
(whether voluntary or as a result of default), except as otherwise required by
law.  Except for the foregoing, Borrower may pay without penalty all or a
portion of the amount owed earlier than it is due.  Early payments will
not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s
obligation to continue to make payments of accrued unpaid interest. 
Rather, early payments will reduce the principal balance due.  Borrower
agrees not to send Lender payments marked “paid in full”, “without recourse”, or
similar language.  If Borrower sends such a payment, Lender may accept it
without losing any of Lender’s rights under this Note, and Borrower will remain
obligated to pay any further amount owed to Lender.  All written
communications concerning disputed amounts, including any check or other payment
instrument that indicates that the payment constitutes “payment in full” of the
amount owed or that is tendered with other conditions or limitations or as full
satisfaction of a disputed amount must be mailed or delivered to: WERCS, 400
East 1st Street,
Casper, WY 82601.

     

    LATE CHARGE.  If a
payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled
payment.

     

    INTEREST AFTER DEFAULT. 
Upon default, including failure to pay upon final maturity, the interest
rate on this Note shall be increased by adding a 5.000 percentage point margin
(“Default Rate Margin”).  The Default Rate Margin shall also apply to each
succeeding interest rate change that would have applied had there been no
default.  However, in no event will the interest rate exceed the maximum
interest rate  limitations under applicable law.

     

    DEFAULT.  Each of the
following shall constitute an event of default (“Event of Default”) under this
Note:

     

    Payment Default. 
Borrower fails to make any payment when due under this Note.

     

    Other Defaults.  Borrower
fails to comply with or to perform any other term, obligation, covenant or
condition contained in this Note or in any of the related documents or to comply
with or to perform any term, obligation, covenant or condition contained in any
other agreement between Lender and Borrower.

     

    Default in Favor of Third
Parties.  Borrower or any Grantor defaults under any loan, extension
of credit, security agreement, purchase or sales agreement, or any other
agreement, in favor of any other creditor or person that may materially affect
any of Borrower’s property or Borrower’s ability to repay this Note or perform
Borrower’s obligations under this Note or any of the related
documents.

     

    False Statements.  Any
warranty, representation or statement made or furnished to Lender by Borrower or
on Borrower’s behalf under this Note or the related documents is false or
misleading in any material respect, either now or at the time made or furnished
or becomes false or misleading at any time thereafter.

     

    Insolvency.  The
dissolution or termination of Borrower’s existence as a going business, the
insolvency of Borrower, the appointment of a receiver for any part of Borrower’s
property, any assignment for the benefit of creditors, any type of creditor
workout, or the commencement of any proceeding under any bankruptcy or
insolvency laws by or against Borrower.

     

    Creditor or Forfeiture
Proceedings.  Commencement of foreclosure or forfeiture proceedings,
whether by judicial proceeding, self-help, repossession or any other method, by
any creditor of Borrower or by any governmental agency against any collateral
securing the loan.  This includes a garnishment of any of Borrower’s
accounts, including deposit accounts, with Lender.  However, this Event of
Default shall not apply if there is a good faith dispute by Borrower as to the
validity or reasonableness of the claim which is the basis of the creditor or
forfeiture proceeding and if Borrower gives Lender written notice of the
creditor or forfeiture proceeding and deposits with Lender monies or a surety
bond for the creditor or forfeiture proceeding, in an amount determined by
Lender, in its sole discretion, as being an adequate reserve or bond for the
dispute.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

      
        
          
            
              
                
                  
                    
                      	 
      	
                                    
                                      
                                  PROMISSORY
      NOTE

                                

                              

                            	 
      
	
                              Loan
      No:

                            	
                              (Continued)

                            	
                              Page 2 
      

                            
	 	 	 


                    

                  

                

                 

              

            

          

        

      

    

    Events Affecting
Guarantor.  Any of the preceding events occurs with respect to any
Guarantor of any of the indebtedness or any Guarantor dies or becomes
incompetent, or revokes or disputes the validity of, or liability under, any
guaranty of the indebtedness evidenced by this Note.

     

    Change In Ownership.  Any
change in ownership of twenty-five percent (25%) or more of the common stock of
Borrower.

     

    Adverse Change.  A
material adverse change occurs in Borrower’s financial condition, or a change
occurs in the current management of Borrower, or Lender believes the prospect of
payment or performance of this Note is impaired.

     

    Insecurity.  Lender in
good faith believes itself insecure.

     

    Cure Provisions.  If any
default, other than a default in payment is curable and if Borrower has not been
given a notice of a breach of the same provision of this Note within the
preceding twelve (12) months, it may be cured if Borrower, after Lender sends
written notice to Borrower demanding cure of such default:  (1) cures the
default within ten (10) days; or (2) if the cure requires more than ten (10)
days, immediately initiates steps which Lender deems in Lender’s sole discretion
to be sufficient to cure the default and thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance as soon as
reasonably practical.

     

    LENDER’S RIGHTS.  Upon
default, Lender may declare the entire unpaid principal balance under this Note
and all accrued unpaid interest immediately due, and then Borrower will pay that
amount.

     

    ATTORNEYS’ FEES;
EXPENSES.  Lender may hire or pay someone else to help collect this
Note if Borrower does not pay.  Borrower will pay Lender that amount. 
This includes, subject to any limits under applicable law, Lender’s attorneys’
fees and Lender’s legal expenses, whether or not there is a lawsuit, including
attorneys’ fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals.  If not
prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law.

     

    JURY WAIVER.  Lender and Borrower hereby waive the
right to any jury trial in any action, proceeding, or counterclaim brought by
either Lender or Borrower against the other.

     

    GOVERNING
LAW.  This Note will be governed by federal law applicable to Lender and,
to the extent not preempted by federal law, the laws of the State of Nebraska
without regard to its conflicts of law provisions.  This Note has been
accepted by Lender in the State of Nebraska.

     

    CHOICE OF VENUE.  If
there is a lawsuit, Borrower agrees upon Lender’s request to submit to the
jurisdiction of the courts of Douglas County, State of Nebraska.

     

    DISHONORED ITEM FEE. 
Borrower will pay a fee to Lender of $30.00 if Borrower makes a payment on
Borrower’s loan and the check or preauthorized charge with which Borrower pays
is later dishonored.

     

    COLLATERAL. Borrower
acknowledges this Note is secured by and pursuant to the terms and conditions of
a Security Agreement of even date and all collateral referenced therein. 
This Note is further secured by 100% of the outstanding stock of Wyoming
Financial Lenders, Inc., by 100% of the outstanding stock of PQH, Inc. held by
Western Capital Resources, Inc., and by the guaranty of Western Capital
Resources, Inc.

     

    LINE OF CREDIT.  This
Note evidences a non-revolving line of credit.  Borrower can draw funds in
one or more advances.  However, once funds have been advanced and paid
back, Borrower cannot re-borrow the repaid funds.  Advances under this Note
may be requested either orally or in writing by Borrower or as provided in this
paragraph.  All oral requests shall be confirmed in writing on the day of
the request, on forms acceptable to Lender.  All communications,
instructions, or directions by telephone or otherwise to Lender are to be
directed to Lender’s office shown above.  The following person or persons
are authorized to request advances and authorize payments under the line of
credit until Lender receives from Borrower, at Lender’s address shown above,
written notice of revocation of such authority: John Quandahl, President of Wyoming Financial
Lenders, Inc.; Rich Horner, Treasurer of Wyoming Financial Lenders, Inc.; and
Ted Dunham, Secretary of Wyoming Financial Lenders, Inc.  Borrower
agrees to be liable for all sums either:  (A) advanced in accordance with
the instructions of an authorized person or (B) credited to any of Borrower’s
accounts with Lender.  The unpaid principal balance owing on this Note at
any time may be evidenced by endorsements on this Note or by Lender’s internal
records, including daily computer print-outs.

     

    ERRORS AND OMISSIONS.  In
consideration of the loan made by WERCS (hereinafter referred to as “Lender”) to
the undersigned Borrower on the date of this document, and to induce the Lender
to make said loan, the undersigned Borrower does hereby represent and promise as
follows:

     

    
      
        	
              	
                1.

              	
                Upon
      request made by the Lender, the undersigned Borrower will re-execute any
      document
      or instrument signed in connection with said loan or execute any document
      or
      instrument that ought to have been signed at or before the closing of said
      loan, or which
      was incorrectly drafted and/or
signed.

              


      

    

     

    
      
        	
              	
                2.

              	
                All
      such requests shall receive the full cooperation and compliance by the
      undersigned Borrower
      within seven (7) days of the making of the request set forth in paragraph
      1 hereof.

              


      

    

     

    
      
        	
              	
                3.

              	
                The
      failure of the undersigned Borrower and/or the Guarantors to comply with
      their obligations
      hereunder shall constitute a default under the Promissory Note executed in
      connection
      with said loan and shall entitle the Lender, or its successors and
      assigns, to remedies
      available for default under the said Promissory Note and the
      Guarantees.

              


      

    

     

    CROSS COLLATERALIZATION. 
All collateral in which Lender is granted a Security Interest pursuant to any
loan documents or collateral documents executed by Borrower shall constitute
collateral for all indebtedness of Borrower to Lender whether said indebtedness
is now existing or hereinafter arising.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                      
                                        
                                    PROMISSORY
      NOTE

                                  

                                

                              	 
      
	
                                Loan
      No:

                              	
                                (Continued)

                              	
                                Page 3 
      

                              
	 	 	 


                      

                    

                  

                

              

            

          

        

      

    

     

    SUCCESSOR INTERESTS.  The
terms of this Note shall be binding upon Borrower, and upon Borrower’s heirs,
personal representatives, successors and assigns, and shall inure to the benefit
of Lender and its successors and assigns.

     

    GENERAL PROVISIONS.  If
any part of this Note cannot be enforced, this fact will not affect the rest of
the Note.  Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them.  Borrower and any other
person who signs, guarantees or endorses this Note, to the extent allowed by
law, waive presentment, demand for payment, and notice of dishonor.  Upon
any change in the terms of this Note, and unless otherwise expressly stated in
writing, no party who signs this Note, whether as maker, guarantor,
accommodation maker or endorser, shall be released from liability.  All
such parties agree that Lender may renew or extend (repeatedly and for any
length of time) this loan or release any party or guarantor or collateral; or
impair, fail to realize upon or perfect Lender’s security interest in the
collateral; and take any other action deemed necessary by Lender without the
consent of or notice to anyone.  All such parties also agree that Lender
may modify this loan without the consent of or notice to anyone other than the
party with whom the modification is made.  The obligations under this Note
are joint and several.

     

    INSURANCE NOTICE.  Unless Borrower provides Lender with
evidence of the insurance coverage required by Borrower’s agreement with Lender,
Lender may purchase insurance at Borrower’s expense to protect Lender’s
interests in the collateral.  This insurance may, but need not, protect
Borrower’s interests.  The coverage that Lender purchases may not pay any
claim that Borrower makes or any claim that is made against Borrower in
connection with the collateral.  Borrower may later cancel any insurance
purchased by Lender, but only after providing Lender with evidence that Borrower
has obtained insurance as required by their agreement.  If Lender purchases
insurance for the collateral, Borrower will be responsible for the costs of that
insurance, including interest and any other charges Lender may impose in
connection with the placement of the insurance, until the effective date of the
cancellation or expiration of the insurance.  The costs of the insurance
may be added to Borrower’s total outstanding balance or obligation.  The
costs of the insurance may be more than the cost of insurance Borrower may be
able to obtain on Borrower’s own.

     

    PRIOR
TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS
NOTE.  BORROWER AGREES TO THE TERMS OF THIS NOTE.

     

    BORROWER
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

     

    BORROWER:

     

    WYOMING
FINANCIAL LENDERS, INC.

     

    
      
        
          	
                  By:

                	 
      
	 
      	
                  John
      Quandahl, President of Wyoming

                
	 
      	
                  Financial
      Lenders, Inc.