COMMERCIAL
PLEDGE AGREEMENT

     

    
      
        
          
            
              
                
                  
                    
                      	
                              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

              
	 
      	 
      	 
      	 
      
	
                Grantor:

              	
                Western
      Capital Resources, Inc.

              	 
      	 
      
	 
      	
                11550
      I Street, Suite 150

              	 
      	 
      
	 
      	
                Omaha,
      NE  68137

              	 
      	 
      
	 
      	 
      	 
      	 
      


      

    

     

    THIS
COMMERCIAL PLEDGE AGREEMENT dated April 1, 2010, is made and executed among
Western Capital Resources, Inc. (“Grantor”); Wyoming Financial Lenders, Inc.
(“Borrower”); and WERCS (“Lender”).

     

    GRANT
OF SECURITY INTEREST.  For valuable consideration, Grantor grants to Lender
a security interest in the Collateral to secure the Indebtedness and agrees that
Lender shall have the rights stated in this Agreement with respect to the
Collateral, in addition to all other rights which Lender may have by
law.

     

    COLLATERAL DESCRIPTION. 
The word “Collateral” as used in this Agreement means all of Grantor’s property
(however owned if more than one) in the possession of, or subject to the control
of, Lender (or in the possession of, or subject to the control of, a third party
subject to the control of Lender), whether existing now or later and whether
tangible or intangible in character, including without limitation each and all
of the following:

     

    
      
        	
              	
                (A)

              	
                1,000
      Shares of Wyoming Financial Lenders, Inc. Stock (representing 100% of the
      outstanding stock of Wyoming Financial Lenders,
  Inc.)

              


      

    

     

    
      	
            	
              (B) 

            	
              1,000
      Shares of PQH, Inc. (representing 100% of the outstanding stock of PQH,
      Inc.)

            


    

     

    In
addition, the word “Collateral” includes all of Grantor’s property (however
owned) in the possession of, or subject to the control of, Lender (or in the
possession of, or subject to the control of, a third party subject to the
control of Lender), whether now or hereafter existing and whether tangible or
intangible in character, including without limitation each of the
following:

     

    (A) 
    All property to which Lender acquires title or documents of
title.

     

    (B) 
    All property assigned to Lender.

     

    (C)    
All promissory notes, bills of exchange, stock certificates, bonds, investment
property, savings passbooks, time certificates of deposit, insurance policies,
and all other instruments and evidences of an obligation.

     

    (D) 
    All records relating to any of the property described in this
Collateral section, whether in the form of a writing, microfilm, microfiche, or
electronic media.

     

    (E) 
    All Income and Proceeds from the Collateral as defined
herein.

     

    CROSS-COLLATERALIZATION. 
In addition to the Note, this Agreement secures all obligations, debts and
liabilities, plus interest thereon, of either Grantor or Borrower to Lender, or
any one or more of them, as well as all claims by Lender against Borrower and
Grantor or any one or more of them, whether now existing or hereafter arising,
whether related or unrelated to the purpose of the Note, whether voluntary or
otherwise, whether due or not due, direct or indirect, determined or
undetermined, absolute or contingent, liquidated or unliquidated, whether
Borrower or Grantor may be liable individually or jointly with others, whether
obligated as guarantor, surety, accommodation party or otherwise, and whether
recovery upon such amounts may be or hereafter may become barred by any statute
of limitations, and whether the obligation to repay such amounts may be or
hereafter may become otherwise unenforceable.

     

    BORROWER’S WAIVERS AND
RESPONSIBILITIES.  Except as otherwise required under this Agreement
or by applicable law, (A) Borrower agrees that Lender need not tell Borrower
about any action or inaction Lender takes in connection with this Agreement; (B)
Borrower assumes the responsibility for being and keeping informed about the
Collateral; and (C) Borrower waives any defenses that may arise because of any
action or inaction of Lender, including without limitation any failure of Lender
to realize upon the Collateral or any delay by Lender in realizing upon the
Collateral; and Borrower agrees to remain liable under the Note no matter what
action Lender takes or fails to take under this Agreement.

     

    GRANTOR’S REPRESENTATIONS AND
WARRANTIES.  Grantor warrants that: (A) this Agreement is executed
at Borrower’s request and not at the request of Lender; (B) Grantor has the full
right, power and authority to enter into this Agreement and to pledge the
Collateral to Lender; (C) Grantor has established adequate means of obtaining
from Borrower on a continuing basis information about Borrower’s financial
condition; and (D) Lender has made no representation to Grantor about Borrower
or Borrower’s creditworthiness.

     

    GRANTOR’S WAIVERS. 
Grantor waives all requirements of presentment, protest, demand, and notice of
dishonor or non-payment to Borrower or Grantor, or any other party to the
Indebtedness or the Collateral.  Lender may do any of the following with
respect to any obligation of any Borrower, without first obtaining the consent
of Grantor: (A) grant any extension of time for any payment, (B) grant any
renewal, (C) permit any modification of payment terms or other terms, or (D)
exchange or release any Collateral or other security.  No such act or
failure to act shall affect Lender’s rights against Grantor or the
Collateral.

     

    RIGHT OF SETOFF.  To the
extent permitted by applicable law, Lender reserves a right of setoff in all
Grantor’s accounts with Lender (whether checking, savings, or some other
account).  This includes all accounts Grantor holds jointly with someone
else and all accounts Grantor may open in the future.  However, this does
not include any IRA or Keogh accounts, or any trust accounts for which setoff
would be prohibited by law.  Grantor authorizes Lender, to the extent
permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts, and, at Lender’s option, to
administratively freeze all such accounts to allow Lender to protect Lender’s
charge and setoff rights provided in this paragraph.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

      
        
          
            
              
                
                  	 
      	
                                
                            COMMERCIAL PLEDGE
      AGREEMENT

                          

                        	 
      
	
                          Loan
      No:

                        	
                          (Continued)

                        	
                          Page 2 
      

                        
	 	 	 


                

              

            

             

          

        

      

    

    REPRESENTATIONS AND WARRANTIES WITH
RESPECT TO THE COLLATERAL.  Grantor represents and warrants to
Lender that:

     

    Ownership.  Grantor is
the lawful owner of the Collateral free and clear of all security interests,
liens, encumbrances and claims of others except as disclosed to and accepted by
Lender in writing prior to execution of this Agreement.

     

    Right to Pledge.  Grantor
has the full right, power and authority to enter into this Agreement and to
pledge the Collateral.

     

    Authority; Binding
Effect.  Grantor has the full right, power and authority to enter
into this Agreement and to grant a security interest in the Collateral to
Lender.  This Agreement is binding upon Grantor as well as Grantor’s
successors and assigns, and is legally enforceable in accordance with its
terms.  The foregoing representations and warranties, and all other
representations and warranties contained in this Agreement, are and shall be
continuing in nature and shall remain in full force and effect until such time
as this Agreement is terminated or cancelled as provided herein.

     

    No Further Assignment. 
Grantor has not, and shall not, sell, assign, transfer, encumber or otherwise
dispose of any of Grantor’s rights in the Collateral except as provided in this
Agreement.

     

    No Defaults.  There are
no defaults existing under the Collateral, and there are no offsets or
counterclaims to the same.  Grantor will strictly and promptly perform each
of the terms, conditions, covenants and agreements, if any, contained in the
Collateral which are to be performed by Grantor.

     

    No Violation.  The
execution and delivery of this Agreement will not violate any law or agreement
governing Grantor or to which Grantor is a party, and its certificate or
articles of incorporation and bylaws do not prohibit any term or condition of
this Agreement.

     

    Financing Statements. 
Grantor authorizes Lender to file a UCC financing statement, or alternatively, a
copy of this Agreement to perfect Lender’s security interest.  At Lender’s
request, Grantor additionally agrees to sign all other documents that are
necessary to perfect, protect, and continue Lender’s security interest in the
Property.  Grantor will pay all filing fees, title transfer fees, and other
fees and costs involved unless prohibited by law or unless Lender is required by
law to pay such fees and costs.  Grantor irrevocably appoints Lender to
execute documents necessary to transfer title if there is a default. 
Lender may file a copy of this Agreement as a financing statement.  If
Grantor changes Grantor’s name or address, or the name or address of any person
granting a security interest under this Agreement changes, Grantor will promptly
notify the Lender of such change.

     

    LENDER’S RIGHTS AND OBLIGATIONS WITH
RESPECT TO THE COLLATERAL.  Lender may hold the Collateral until all
Indebtedness has been paid and satisfied.  Thereafter Lender may deliver
the Collateral to Grantor or to any other owner of the Collateral.  Lender
shall have the following rights in addition to all other rights Lender may have
by law:

     

    Maintenance and Protection of
Collateral.  Lender may, but shall not be obligated to, take such
steps as it deems necessary or desirable to protect, maintain, insure, store, or
care for the Collateral, including paying of any liens or claims against the
Collateral.  This may include such things as hiring other people, such as
attorneys, appraisers or other experts.  Lender may charge Grantor for any
cost incurred in so doing.  When applicable law provides more than one
method of perfection of Lender’s security interest, Lender may choose the
method(s) to be used.  If the Collateral consists of stock, bonds or other
investment property for which no certificate has been issued, Grantor agrees, at
Lender’s request, either to request issuance of an appropriate certificate or to
give instructions on Lender’s forms to the issuer, transfer agent, mutual fund
company, or broker, as the case may be, to record on its books or records
Lender’s security interest in the Collateral.  Grantor also agrees to
execute any additional documents, including but not limited to, a control
agreement, necessary to perfect Lender’s security interest as Lender may
desire.

     

    Income and Proceeds from the
Collateral.  Lender may receive all Income and Proceeds and add it
to the Collateral.  Grantor agrees to deliver to Lender immediately upon
receipt, in the exact form received and without commingling with other property,
all Income and Proceeds from the Collateral which may be received by, paid, or
delivered to Grantor or for Grantor’s account, whether as an addition to, in
discharge of, in substitution of, or in exchange for any of the
Collateral.

     

    Application of Cash.  At
Lender’s option, Lender may apply any cash, whether included in the Collateral
or received as Income and Proceeds or through liquidation, sale, or retirement,
of the Collateral, to the satisfaction of the Indebtedness or such portion
thereof as Lender shall choose, whether or not matured.

     

    Transactions with
Others.  Lender may (1) extend time for payment or other
performance, (2) grant a renewal or change in terms or conditions, or (3)
compromise, compound or release any obligation, with any one or more Obligors,
endorsers, or Guarantors of the Indebtedness as Lender deems advisable, without
obtaining the prior written consent of Grantor, and no such act or failure to
act shall affect Lender’s rights against Grantor or the Collateral.

     

    All Collateral Secures
Indebtedness.  All Collateral shall be security for the
Indebtedness, whether the Collateral is located at one or more offices or
branches of Lender.  This will be the case whether or not the office or
branch where Grantor obtained Grantor’s loan knows about the Collateral or
relies upon the Collateral as security.

     

    Collection of
Collateral.  Lender at Lender’s option may, but need not, collect
the Income and Proceeds directly from the Obligors.  Grantor authorizes and
directs the Obligors, if Lender decides to collect the Income and Proceeds, to
pay and deliver to Lender all Income and Proceeds from the Collateral and to
accept Lender’s receipt for the payments.

     

    Power of Attorney. 
Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact, with full
power of substitution, (a) to demand, collect, receive, receipt for, sue and
recover all Income and Proceeds and other sums of money and other property which
may now or hereafter become due, owing or payable from the Obligors in
accordance with the terms of the Collateral; (b) to execute, sign and endorse
any and all instruments, receipts, checks, drafts and warrants issued in payment
for the Collateral; (c) to settle or compromise any and all claims arising under
the Collateral, and in the place and stead of Grantor, execute and deliver
Grantor’s release and acquittance for Grantor; (d) to file any claim or claims
or to take any action or institute or take part in any proceedings, either in
Lender’s own name or in the name of Grantor, or otherwise, which in the
discretion of Lender may seem to be necessary or advisable; and (e) to execute
in Grantor’s name and to deliver to the Obligors on Grantors behalf, at the time
and in the manner specified by the Collateral, any necessary instruments or
documents.

     

    Perfection of Security
Interest.  Upon Lender’s request, Grantor will deliver to Lender any
and all of the documents evidencing or constituting the Collateral.  When
applicable law provides more than one method of perfection of Lender’s security
interest, Lender may choose the method(s) to be used.  Upon Lenders
request, Grantor will sign and deliver any writings necessary to perfect
Lender’s security interest.  If any of the Collateral consists of
securities for which no certificate has been issued, Grantor agrees, at Lender’s
option, either to request issuance of an appropriate certificate or to execute
appropriate instructions on Lender’s forms instructing the issuer, transfer
agent, mutual fund company, or broker, as the case may be, to record on its
books or records, by book-entry or otherwise, Lender’s security interest in the
Collateral.  Grantor hereby appoints Lender as Grantor’s irrevocable
attorney-in-fact for the purpose of executing any documents necessary to
perfect, amend, or to continue the security interest granted in this Agreement
or to demand termination of filings of other secured parties.  This is a continuing Security
Agreement and will continue in effect even though all or any part of the
Indebtedness is paid in full and even though for a period of time Borrower may
not be indebted to Lender.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

      
        
          
            
              
                
                  
                    	 
      	
                                  
                              COMMERCIAL PLEDGE
      AGREEMENT

                            

                          	 
      
	
                            Loan
      No:

                          	
                            (Continued)

                          	
                            Page 3 
      

                          
	 	 	 


                  

                

              

               

            

          

        

      

    

    LENDER’S EXPENDITURES. 
If any action or proceeding is commenced that would materially affect
Lender’s interest in the Collateral or if Grantor fails to comply with any
provision of this Agreement or any Related Documents, including but not limited
to Grantor’s failure to discharge or pay when due any amounts Grantor is
required to discharge or pay under this Agreement or any Related Documents,
Lender on Grantor’s behalf may (but shall not be obligated to) take any action
that Lender deems appropriate, including but not limited to discharging or
paying all taxes, liens, security interests, encumbrances and other claims, at
any time levied or placed on the Collateral and paying all costs for insuring,
maintaining and preserving the Collateral.  All such expenditures incurred
or paid by Lender for such purposes will then bear interest at the rate charged
under the Note from the date incurred or paid by Lender to the date of repayment
by Grantor.  All such expenses will become a part of the Indebtedness and,
at Lender’s option, will (A) be payable on demand; (B) be added to the balance
of the Note and be apportioned among and be payable with any installment
payments to become due during either (1) the term of any applicable insurance
policy; or (2) the remaining term of the Note; or (C) be treated as a balloon
payment which will be due and payable at the Note’s maturity.  The
Agreement also will secure payment of these amounts.  Such right shall be
in addition to all other rights and remedies to which Lender may be entitled
upon Default.

     

    LIMITATIONS ON OBLIGATIONS OF
LENDER.  Lender shall use ordinary reasonable care in the physical
preservation and custody of the Collateral in Lender’s possession, but shall
have no other obligation to protect the Collateral or its value.  In
particular, but without limitation, Lender shall have no responsibility for (A)
any depreciation in value of the Collateral or for the collection or protection
of any Income and Proceeds from the Collateral, (B) preservation of rights
against parties to the Collateral or against third persons, (C) ascertaining any
maturities, calls, conversions, exchanges, offers, tenders, or similar matters
relating to any of the Collateral, or (D) informing Grantor about any of the
above, whether or not Lender has or is deemed to have knowledge of such
matters.  Except as provided above, Lender shall have no liability for
depreciation or deterioration of the Collateral.

     

    DEFAULT.  Each of the
following shall constitute an Event of Default under this
Agreement:

     

    Payment Default. 
Borrower fails to make any payment when due under the Indebtedness.

     

    Other Defaults.  Borrower
or Grantor fails to comply with or to perform any other term, obligation,
covenant or condition contained in this Agreement 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 or
Grantor.

     

    Default in Favor of Third
Parties.  Borrower, any guarantor or 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, any guarantor’s or Grantor’s property or
ability to perform their respective obligations under this Agreement or any of
the Related Documents.

     

    False Statements.  Any
warranty, representation or statement made or furnished to Lender by Borrower or
Grantor or on Borrower’s or Grantor’s behalf under this Agreement 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.

     

    Defective
Collateralization.  This Agreement or any of the Related Documents
ceases to be in full force and effect (including failure of any collateral
document to create a valid and perfected security interest or lien) at any time
and for any reason.

     

    Insolvency.  The
dissolution or termination of Borrower’s or Grantor’s existence as a going
business, the insolvency of Borrower or Grantor, the appointment of a receiver
for any part of Borrower’s or Grantor’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 or
Grantor.

     

    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 Grantor or by any governmental agency against any
collateral securing the Indebtedness.  This includes a garnishment of any
of Borrower’s or Grantor’s accounts, including deposit accounts, with
Lender.  However, this Event of Default shall not apply if there is a good
faith dispute by Borrower or Grantor as to the validity or reasonableness of the
claim which is the basis of the creditor or forfeiture proceeding and if
Borrower or Grantor 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.

     

    Events Affecting
Guarantor.  Any of the preceding events occurs with respect to any
Guarantor of any of the Indebtedness or Guarantor dies or becomes incompetent or
revokes or disputes the validity of, or liability under, any Guaranty of the
Indebtedness.

     

    Adverse Change.  A
material adverse change occurs in Borrower’s or Grantor’s financial condition,
or a change occurs in the current management of either Borrower and/or Grantor,
or Lender believes the prospect of payment or performance of the Indebtedness 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 Grantor has not been
given a notice of a breach of the same provision of this Agreement within the
preceding twelve (12) months, it may be cured if Grantor, 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.

     

    RIGHTS AND REMEDIES ON
DEFAULT.  If an Event of Default occurs under this Agreement, at any
time thereafter, Lender may exercise any one or more of the following rights and
remedies:

     

    Accelerate Indebtedness. 
Declare all Indebtedness, including any prepayment penalty which Borrower would
be required to pay, immediately due and payable, without notice of any kind to
Borrower or Grantor.

     

    Collect the Collateral. 
Collect any of the Collateral and, at Lender’s option and to the extent
permitted by applicable law, retain possession of the Collateral while suing on
the Indebtedness.

     

    Sell the Collateral. 
Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or
more public or private sales.  Unless the Collateral is perishable or
threatens to decline speedily in value or is of a type customarily sold on a
recognized market, Lender shall give or mail to Grantor, and other persons as
required by law, notice at least ten (10) days in advance of the time and place
of any public sale, or of the time after which any private sale may be
made.  However, no notice need be provided to any person who, after an
Event of Default occurs, enters into and authenticates an agreement waiving that
person’s right to notification of sale.  Grantor agrees that any
requirement of reasonable notice as to Grantor is satisfied if Lender mails
notice by ordinary mail addressed to Grantor at the last address Grantor has
given Lender in writing.  If a public sale is held, there shall be
sufficient compliance with all requirements of notice to the public by a single
publication in any newspaper of general circulation in the county where the
Collateral is located, setting forth the time and place of sale and a brief
description of the property to be sold.  Lender may be a purchaser at any
public sale.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

      
        
          
            
              
                
                  
                    	 
      	
                                  
                              COMMERCIAL PLEDGE
      AGREEMENT

                            

                          	 
      
	
                            Loan
      No:

                          	
                            (Continued)

                          	
                            Page 4 
      

                          
	 	 	 


                  

                

              

               

            

          

        

      

    

    Sell Securities.  Sell
any securities included in the Collateral in a manner consistent with applicable
federal and state securities laws.  If, because of restrictions under such
laws, Lender is unable, or believes Lender is unable, to sell the securities in
an open market transaction, Grantor agrees that Lender will have no obligation
to delay sale until the securities can be registered.  Then Lender may make
a private sale to one or more persons or to a restricted group of persons, even
though such sale may result in a price that is less favorable than might be
obtained in an open market transaction.  Such a sale will be considered
commercially reasonable.  If any securities held as Collateral are
“restricted securities” as defined in the Rules of the Securities and Exchange
Commission (such as Regulation D or Rule 144) or the rules of state securities
departments under state “Blue Sky” laws, or if Grantor or any other owner of the
Collateral is an affiliate of the issuer of the securities, Grantor agrees that
neither Grantor, nor any member of Grantor’s family, nor any other person
signing this Agreement will sell or dispose of any securities of such issuer
without obtaining Lender’s prior written consent.

     

    Rights and Remedies with Respect to
Investment Property, Financial Assets and Related Collateral.  In
addition to other rights and remedies granted under this Agreement and under
applicable law, Lender may exercise any or all of the following rights and
remedies: (1) register with any issuer or broker or other securities
intermediary any of the Collateral consisting of investment property or
financial assets (collectively herein, “investment property”) in Lender’s sole
name or in the name of Lender’s broker, agent or nominee; (2) cause any issuer,
broker or other securities intermediary to deliver to Lender any of the
Collateral consisting of securities, or investment property capable of being
delivered; (3) enter into a control agreement or power of attorney with any
issuer or securities intermediary with respect to any Collateral consisting of
investment property, on such terms as Lender may deem appropriate, in its sole
discretion, including without limitation, an agreement granting to Lender any of
the rights provided hereunder without further notice to or consent by Grantor;
(4) execute any such control agreement on Grantor’s behalf and in Grantor’s
name, and hereby irrevocably appoints Lender as agent and attorney-in-fact,
coupled with an interest, for the purpose of executing such control agreement on
Grantor’s behalf; (5) exercise any and all rights of Lender under any such
control agreement or power of attorney; (6) exercise any voting, conversion,
registration, purchase, option, or other rights with respect to any Collateral;
(7) collect, with or without legal action, and issue receipts concerning any
notes, checks, drafts, remittances or distributions that are paid or payable
with respect to any Collateral consisting of investment property.  Any
control agreement entered with respect to any investment property shall contain
the following provisions, at Lender’s discretion.  Lender shall be
authorized to instruct the issuer, broker or other securities intermediary to
take or to refrain from taking such actions with respect to the investment
property as Lender may instruct, without further notice to or consent by
Grantor.  Such actions may include without limitation the issuance of
entitlement orders, account instructions, general trading or buy or sell orders,
transfer and redemption orders, and stop loss orders.  Lender shall be
further entitled to instruct the issuer, broker or securities intermediary to
sell or to liquidate any investment property, or to pay the cash surrender or
account termination value with respect to any and all investment property, and
to deliver all such payments and liquidation proceeds to Lender.  Any such
control agreement shall contain such authorizations as are necessary to place
Lender in “control” of such investment collateral, as contemplated under the
provisions of the Uniform Commercial Code, and shall fully authorize Lender to
issue “entitlement orders” concerning the transfer, redemption, liquidation or
disposition of investment collateral, in conformance with the provisions of the
Uniform Commercial Code.

     

    Foreclosure.  Maintain a
judicial suit for foreclosure and sale of the Collateral.

     

    Transfer Title.  Effect
transfer of title upon sale of all or part of the Collateral.  For this
purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to
execute endorsements, assignments and instruments in the name of Grantor and
each of them (if more than one) as shall be necessary or
reasonable.

     

    Other Rights and Remedies. 
Have and exercise any or all of the rights and remedies of a secured
creditor under the provisions of the Uniform Commercial Code, at law, in equity,
or otherwise.

     

    Application of Proceeds. 
Apply any cash which is part of the Collateral, or which is received from the
collection or sale of the Collateral, to reimbursement of any expenses,
including any costs for registration of securities, commissions incurred in
connection with a sale, attorneys’ fees and court costs, whether or not there is
a lawsuit and including any fees on appeal, incurred by Lender in connection
with the collection and sale of such Collateral and to the payment of the
Indebtedness of Borrower to Lender, with any excess funds to be paid to Grantor
as the interests of Grantor may appear.  Borrower agrees, to the extent
permitted by law, to pay any deficiency after application of the proceeds of the
Collateral to the Indebtedness.

     

    Election of Remedies. 
Except as may be prohibited by applicable law, all of Lender’s rights and
remedies, whether evidenced by this Agreement, the Related Documents, or by any
other writing, shall be cumulative and may be exercised singularly or
concurrently.  Election by Lender to pursue any remedy shall not exclude
pursuit of any other remedy, and an election to make expenditures or to take
action to perform an obligation of Grantor under this Agreement, after Grantor’s
failure to perform, shall not affect Lender’s right to declare a default and
exercise its remedies.

     

    MISCELLANEOUS
PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement:

     

    Amendments.  This
Agreement, together with any Related Documents, constitutes the entire
understanding and agreement of the parties as to the matters set forth in this
Agreement.  No alteration of or amendment to this Agreement shall be
effective unless given in writing and signed by the party or parties sought to
be charged or bound by the alteration or amendment.

     

    Attorneys’ Fees;
Expenses.  Grantor agrees to pay upon demand all of Lender’s costs
and expenses, including Lender’s attorneys’ fees and Lender’s legal expenses,
incurred in connection with the enforcement of this Agreement.  Lender may
hire or pay someone else to help enforce this Agreement, and Grantor shall pay
the costs and expenses of such enforcement.  Costs and expenses include
Lender’s attorneys’ fees and legal expenses whether or not there is a lawsuit,
including attorneys’ fees and legal expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction),
appeals, and any anticipated post-judgment collection services.  Grantor
also shall pay all court costs and such additional fees as may be directed by
the court.

     

    Caption Headings. 
Caption headings in this Agreement are for convenience purposes only and are not
to be used to interpret or define the provisions of this Agreement.

     

    Governing
Law.  With respect to procedural matters related to the perfection and
enforcement of Lender’s rights against the Collateral, this Agreement 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.  In all other respects,
this Agreement 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.  However, if there ever is a
question about whether any provision of this Agreement is valid or enforceable,
the provision that is questioned will be governed by whichever state or federal
law would find the provision to be valid and enforceable.  The loan
transaction that is evidenced by the Note and this Agreement has been applied
for, considered, approved and made, and all necessary loan documents have been
accepted by Lender in the State of Nebraska.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

      
        
          
            
              
                
                  
                    	 
      	
                                  
                              COMMERCIAL PLEDGE
      AGREEMENT

                            

                          	 
      
	
                            Loan
      No:

                          	
                            (Continued)

                          	
                            Page 5 
      

                          
	 	 	 


                  

                

              

               

            

          

        

      

    

    Choice of Venue.  If
there is a lawsuit, Grantor agrees upon Lender’s request to submit to the
jurisdiction of the courts of Douglas County, State of Nebraska.

     

    Joint and Several
Liability.  All obligations of Borrower and Grantor under this
Agreement shall be joint and several, and all references to Grantor shall mean
each and every Grantor, and all references to Borrower shall mean each and every
Borrower.  This means that each Borrower and Grantor signing below is
responsible for all obligations in this Agreement.  Where any one or more
of the parties is a corporation, partnership, limited liability company or
similar entity, it is not necessary for Lender to inquire into the powers of any
of the officers, directors, partners, members, or other agents acting or
purporting to act on the entity’s behalf, and any obligations made or created in
reliance upon the professed exercise of such powers shall be guaranteed under
this Agreement.

     

    No Waiver by Lender. 
Lender shall not be deemed to have waived any rights under this Agreement unless
such waiver is given in writing and signed by Lender.  No delay or omission
on the part of Lender in exercising any right shall operate as a waiver of such
right or any other right.  A waiver by Lender of a provision of this
Agreement shall not prejudice or constitute a waiver of Lender’s right otherwise
to demand strict compliance with that provision or any other provision of this
Agreement.  No prior waiver by Lender, nor any course of dealing between
Lender and Grantor, shall constitute a waiver of any of Lender’s rights or of
any of Grantor’s obligations as to any future transactions.  Whenever the
consent of Lender is required under this Agreement, the granting of such consent
by Lender in any instance shall not constitute continuing consent to subsequent
instances where such consent is required and in all cases such consent may be
granted or withheld in the sole discretion of Lender.

     

    Notices.  Any notice
required to be given under this Agreement shall be given in writing, and shall
be effective when actually delivered, when actually received by telefacsimile
(unless otherwise required by law), when deposited with a nationally recognized
overnight courier, or, if mailed, when deposited in the United States mail, as
first class, certified or registered mail postage prepaid, directed to the
addresses shown near the beginning of this Agreement.  Any party may change
its address for notices under this Agreement by giving formal written notice to
the other parties, specifying that the purpose of the notice is to change the
party’s address.  For notice purposes, Grantor agrees to keep Lender
informed at all times of Grantor’s current address.  Unless otherwise
provided or required by law, if there is more than one Grantor, any notice given
by Lender to any Grantor is deemed to be notice given to all
Grantors.

     

    Severability.  If a court
of competent jurisdiction finds any provision of this Agreement to be illegal,
invalid, or unenforceable as to any circumstance, that finding shall not make
the offending provision illegal, invalid, or unenforceable as to any other
circumstance.  If feasible, the offending provision shall be considered
modified so that it becomes legal, valid and enforceable.  If the offending
provision cannot be so modified, it shall be considered deleted from this
Agreement.  Unless otherwise required by law, the illegality, invalidity,
or unenforceability of any provision of this Agreement shall not affect the
legality, validity or enforceability of any other provision of this
Agreement.

     

    Successors and Assigns. 
Subject to any limitations stated in this Agreement on transfer of Grantor’s
interest, this Agreement shall be binding upon and inure to the benefit of the
parties, their successors and assigns.  If ownership of the Collateral
becomes vested in a person other than Grantor, Lender, without notice to
Grantor, may deal with Grantor’s successors with reference to this Agreement and
the Indebtedness by way of forbearance or extension without releasing Grantor
from the obligations of this Agreement or liability under the
Indebtedness.

     

    Time is of the Essence. 
Time is of the essence in the performance of this Agreement.

     

    Waive
Jury.  All parties to this Agreement hereby waive the right to any jury
trial in any action, proceeding, or counterclaim brought by any party against
any other party.

     

    DEFINITIONS.  The
following capitalized words and terms shall have the following meanings when
used in this Agreement.  Unless specifically stated to the contrary, all
references to dollar amounts shall mean amounts in lawful money of the United
States of America.  Words and terms used in the singular shall include the
plural, and the plural shall include the singular, as the context may
require.  Words and terms not otherwise defined in this Agreement shall
have the meanings attributed to such terms in the Uniform Commercial
Code:

     

    Agreement.  The word
“Agreement” means this Commercial Pledge Agreement, as this Commercial Pledge
Agreement may be amended or modified from time to time, together with all
exhibits and schedules attached to this Commercial Pledge Agreement from time to
time.

     

    Borrower.  The word
“Borrower” means Wyoming Financial Lenders, Inc. and includes all co-signers and
co-makers signing the Note and all their successors and assigns.

     

    Collateral.  The word
“Collateral” means all of Grantor’s right, title and interest in and to all the
Collateral as described in the Collateral Description section of this
Agreement.

     

    Default.  The word
“Default” means the Default set forth in this Agreement in the section titled
“Default”.

     

    Event of Default.  The
words “Event of Default” mean any of the events of default set forth in this
Agreement in the default section of this Agreement.

     

    Grantor.  The word
“Grantor” means Western Capital Resources, Inc.

     

    Guarantor.  The word
“Guarantor” means any guarantor, surety, or accommodation party of any or all of
the Indebtedness.

     

    Guaranty.  The word
“Guaranty” means the guaranty from Guarantor to Lender, including without
limitation a guaranty of all or part of the Note.

     

    Income and Proceeds.  The
words “Income and Proceeds” mean all present and future income, proceeds,
earnings, increases, and substitutions from or for the Collateral of every kind
and nature, including without limitation all payments, interest, profits,
distributions, benefits, rights, options, warrants, dividends, stock dividends,
stock splits, stock rights, regulatory dividends, subscriptions, monies, claims
for money due and to become due, proceeds of any insurance on the Collateral,
shares of stock of different par value or no par value issued in substitution or
exchange for shares included in the Collateral, and all other property Grantor
is entitled to receive on account of such Collateral, including accounts,
documents, instruments, chattel paper, investment property, and general
intangibles.

     

    Indebtedness.  The word
“Indebtedness” means the indebtedness evidenced by the Note or Related
Documents, including all principal and interest together with all other
indebtedness and costs and expenses for which Borrower is responsible under this
Agreement or under any of the Related Documents.  Specifically, without
limitation, Indebtedness includes all amounts that may be indirectly secured by
the Cross-Collateralization provision of this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

      
        
          
            
              
                
                  
                    	 
      	
                                  
                              COMMERCIAL PLEDGE
      AGREEMENT

                            

                          	 
      
	
                            Loan
      No:

                          	
                            (Continued)

                          	
                            Page 6 
      

                          
	 	 	 


                  

                

              

               

            

          

        

      

    

    Lender.  The word
“Lender” means WERCS, its successors and assigns.

     

    Note.  The word “Note”
means the Note executed by Wyoming Financial Lenders, Inc. in the principal
amount of $2,000,000.00 dated April 1, 2010, together with all renewals of,
extensions of, modifications of, refinancings of, consolidations of, and
substitutions for the note or credit agreement.

     

    Obligor.  The word
“Obligor” means without limitation any and all persons obligated to pay money or
to perform some other act under the Collateral.

     

    Property.  The word
“Property” means all of Grantor’s right, title and interest in and to all the
Property as described in the “Collateral Description” section of this
Agreement.

     

    Related Documents.  The
words “Related Documents” mean all promissory notes, credit agreements, loan
agreements, environmental agreements, guaranties, security agreements,
mortgages, deeds of trust, security deeds, collateral mortgages, and all other
instruments, agreements and documents, whether now or hereafter existing,
executed in connection with the Indebtedness.

     

    BORROWER
AND GRANTOR HAVE READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL
PLEDGE AGREEMENT AND AGREE TO ITS TERMS.  THIS AGREEMENT IS DATED APRIL 1,
2010.

     

    GRANTOR:

     

    WESTERN
CAPITAL RESOURCES, INC.

     

    
      
        
          
            	
                    By:

                  	 
      
	 
      	
                    John
      Quandahl, President of Western Capital

                  
	 
      	
                    Resources,
      Inc.

                  


          

        

      

    

     

    BORROWER:

     

    WYOMING
FINANCIAL LENDERS, INC.

     

    
      
        
          
            	
                    By:

                  	 
      
	 
      	
                    John
      Quandahl, President of Wyoming

                  
	 
      	
                    Financial
      Lenders, Inc.