MANCHESTER INC.

                                 PROMISSORY NOTE

U.S. $40,000.00                                                 JANUARY 20, 2006

1.    FOR VALUE RECEIVED, Manchester Inc., a Nevada corporation (the
      "Borrower"), hereby promises to pay to the order of Brazos Equities LLC
      ("Lender"), at such time, place and in such manner as Lender may specify
      in writing, the principal amount of FORTY THOUSAND US DOLLARS (U.S.
      $40,000.00) (the "Principal"). The Borrower shall pay interest on the
      outstanding principal of this Note at the annual rate of 6% per annum,
      calculated based on a year of 365 days and actual days elapsed (the
      "Interest").

2.    The Borrower hereby promises to pay to the order of the Lender the
      Principal and all Interest due thereon within thirty (30) days upon
      delivery to the Company of written demand by the Lender (the "Due Date"),
      at such place and in such manner as Lender may specify in writing.

3.    Any and all fees, costs, expenses and disbursements charged by financial
      institutions with respect to wire transfer or other transmittal charges
      incurred in connection with delivery of the Principal from the Lender to
      the Borrower shall be deemed to have been received by the Borrower from
      the Lender and all such amounts shall be included in the calculation of
      Principal hereunder.

4.    This Note shall not be transferable by Borrower and the Borrower may not
      assign, transfer or sell all or a portion of its rights and interests to
      and under this Note to any persons and any such purported transfer shall
      void ab initio. The Lender may transfer and assign this Note at its sole
      discretion.

5.    The failure at any time of the Lender to exercise any of its options or
      any other rights hereunder shall not constitute a waiver thereof, nor
      shall it be a bar to the exercise of any of its options or rights at a
      later date. All rights and remedies of the Lender shall be cumulative and
      may be pursued singly, successively or together, at the option of the
      Lender. The acceptance by the Lender of any partial payment shall not
      constitute a waiver of any default or of any of the Lender's rights under
      this Note. No waiver of any of its rights hereunder, and no modification
      or amendment of this Note, shall be deemed to be made by the Lender unless
      the same shall be in writing, duly signed on behalf of the Lender; and
      each such waiver shall apply only with respect to the specific instance
      involved, and shall in no way impair the rights of the Lender in any other
      respect at any other time.

6.    Any term or condition of this Note may be waived at any time by the party
      that is entitled to the benefit thereof, but no such waiver shall be
      effective unless set forth in a written instrument duly executed by or on
      behalf of the party waiving such term or condition.

                                   Page 1 of 4

<PAGE>

7.    The Borrower represents and warrants that this Note is the valid and
      binding obligation of the Borrower, fully enforceable in accordance with
      its terms. The execution and delivery by the Borrower of this Note, the
      performance by the Borrower of its obligations hereunder and the
      consummation of the transactions contemplated hereby and thereby does not
      and will not: (a) conflict with or result in a violation or breach of any
      of the terms, conditions or provisions of the Borrower's charter
      instruments; (b) conflict with or result in a violation or breach of any
      term or provision of any law or order applicable to the Borrower or any of
      its assets and properties; or (c) (i) conflict with or result in a
      violation or breach of, or (ii) result in or give to any person any rights
      or create any additional or increased liability of the Borrower under or
      create or impose any lien upon, the Borrower or any of its assets and
      properties under, any contract or permit to which the Borrower is a party
      or by which its assets and properties are bound.

8.    If any provision of this Note is held to be illegal, invalid or
      unenforceable under any present or future Law, and if the rights or
      obligations of any party hereto under this Note will not be materially and
      adversely affected thereby, (i) such provision will be fully severable;
      (ii) this Note will be construed and enforced as if such illegal, invalid
      or unenforceable provision had never comprised a part hereof; (iii) the
      remaining provisions of this Note will remain in full force and effect and
      will not be affected by the illegal, invalid or unenforceable provision or
      by its severance here from; and (iv) in lieu of such illegal, invalid or
      unenforceable provision, there will be added automatically as a part of
      this Note a legal, valid and enforceable provision as similar in terms to
      such illegal, invalid or unenforceable provision as may be possible.

9.    Any notice, authorization, request or demand required or permitted to be
      given hereunder shall be in writing and shall be deemed to have been duly
      given two days after it is sent by an internationally recognized delivery
      service to the address of record of the Lender or the Borrower,
      respectively. Any party may change its address for such communications by
      giving notice thereof to the other parties in conformity with this
      Section.

10.   This Note shall be governed by and construed under the laws of the State
      of Nevada as applied to agreements entered into and to be performed
      entirely within such State. Each party hereby irrevocably consents to the
      jurisdiction of the courts of any competent jurisdiction over one or more
      of the parties. In any such litigation the Borrower waives personal
      service of any summons, complaint or other process and agrees that the
      service thereof may be made by certified or registered mail directed to
      the registered corporate office of Borrower in the State of its
      incorporation. The company hereby waives trial by jury in any litigation
      in any court with respect to, in connection with, or arising out of this
      note or the validity, protection, interpretation, collection or
      enforcement hereof and the company hereby waives the right to interpose
      any setoff or non-compulsory counterclaim or cross-claim in connection
      with any such litigation, irrespective of the nature of such setoff,
      counterclaim or cross-claim.

                                   Page 2 of 4

<PAGE>

11.   A default shall exist on this Note if any of the following occurs and is
      continuing: (i) Failure to pay Principal and any accrued Interest on the
      Note on or before the Due Date; (ii) Failure by the Borrower to perform or
      observe any other covenant or agreement of the Borrower contained in this
      Note; (iii) A custodian, receiver, liquidator or trustee of the Borrower,
      or any other person acting under actual or purported force of law takes
      ownership, possession or title to Borrower property; (iv) any of the
      property of the Borrower is sequestered by court order; (v) a petition or
      other proceeding, voluntary or otherwise is filed by or against the
      Borrower under any bankruptcy, reorganization, arrangement, insolvency,
      readjustment of indebtedness, dissolution or liquidation law of any
      jurisdiction, whether now or hereafter in effect; or (vi) the Borrower
      makes an assignment for the benefit of its creditors, or generally fails
      to pay its obligations as they become due, or consents to the appointment
      of or taking possession by a custodian, receiver, liquidator or trustee of
      the Borrower or all or any part of its property. Upon any such default,
      the Borrower shall immediately notify the Lender, and upon notice to the
      Borrower, the Lender may declare the Principal of the Note, plus accrued
      Interest, to be immediately due and payable, upon which such Principal and
      accrued Interest shall become due and payable immediately. Interest upon
      default shall thereafter accrue at the rate of 15% per annum, calculated
      based on a year of 365 days and actual days elapsed from the date of such
      default.

12.   The Borrower, any endorser, or guarantor hereof or in the future
      (individually an "Obligor" and collectively "Obligors") and each of them
      jointly and severally: (a) waive presentment, demand, protest, notice of
      demand, notice of intent to accelerate, notice of acceleration of
      maturity, notice of protest, notice of nonpayment, notice of dishonor, and
      any other notice required to be given under the law to any Obligor in
      connection with the delivery, acceptance, performance, default or
      enforcement of this Note, any endorsement or guaranty of this Note, any
      pledge, security, guaranty or other documents executed in connection with
      this Note; (b) consent to all delays, extensions, renewals or other
      modifications of this Note, or waivers of any term hereof or thereof, or
      release or discharge by the Lender of any of Obligors, or release,
      substitution or exchange of any security for the payment hereof, or the
      failure to act on the part of the Lender or any indulgence shown by the
      Lender (without notice to or further assent from any of Obligors), and
      agree that no such action, failure to act or failure to exercise any right
      or remedy by the Lender shall in any way affect or impair the Obligations
      (as hereinafter defined) of any Obligors or be construed as a waiver by
      the Lender of, or otherwise affect, any of the Lender's rights under this
      Note, under any endorsement or guaranty of this Note; (c) if the Borrower
      fails to fulfill its obligations hereunder when due, agrees to pay, on
      demand, all costs and expenses of enforcement of collection of this Note
      or of any endorsement or guaranty hereof and/or the enforcement of the
      Lender's rights with respect to, or the administration, supervision,
      preservation, protection of, or realization upon, any property securing
      payment hereof, including, without limitation, all attorney's fees, costs,
      expenses and disbursements, including, without further limitation, any and
      all fees related to any legal proceeding, suit, mediation arbitration, out
      of court payment agreement, trial, appeal, bankruptcy proceedings or any
      other actions of any nature whatsoever required on the part of Lender or
      Lender's representatives to enforce this Note and the rights hereunder;
      and (d) waive the right to interpose any defense, set-off or counterclaim
      of any nature or description.

                                   Page 3 of 4

<PAGE>

13.   The Borrower will not, by amendment of its Certificate of Incorporation or
      through any reorganization, recapitalization, transfer of assets,
      consolidation, merger, dissolution, issue or sale of securities or any
      other voluntary action, avoid or seek to avoid the observance or
      performance of any of the terms to be observed or performed hereunder by
      the Borrower, but will at all times in good faith assist in the carrying
      out of all the provisions of this Agreement and in the taking of all such
      action as may be necessary or appropriate in order to protect the rights
      of the Lender of this Note against impairment. This Note shall be
      enforceable against all successors and assigns of Borrower. Borrower
      hereby covenants that all of its subsidiaries and affiliates shall jointly
      and severally perform this Agreement to the same and full extent on behalf
      of Borrower if Borrower is unable to perform.

14.   This Note supersedes all prior discussions and agreements between the
      parties with respect to the subject matter hereof and thereof and contains
      the sole and entire agreement between the parties hereto with respect to
      the subject matter hereof.

15.   If the Lender loses this Note, the Borrower shall issue an identical
      replacement note to the Lender upon the Lender's delivery to the Borrower
      of a customary agreement to indemnify the Borrower reasonably satisfactory
      to the Borrower for any losses resulting from issuance of the replacement
      note.

16.   The terms and conditions of this Note shall inure to the benefit of and be
      binding upon the respective successors and assigns of the parties. Nothing
      in this Note, express or implied, is intended to confer upon any party
      other than the parties hereto or their respective successors and assigns
      any rights, remedies, obligations, or liabilities under or by reason of
      this Note, except as expressly provided in this Note.

IN WITNESS WHEREOF, the Borrower has caused this Note to be dated, executed and
issued on its behalf, by its duly appointed and authorized officer, as of the
20th day of January, 2006.

MANCHESTER INC.


                     By:   /s/ Richard D. Gaines
                           --------------------------
                           Name: Richard D. Gaines
                           Title: Corporate Secretary


                                   Page 4 of 4