**EXECUTION
      VERSION**





**UNCONDITIONAL
      CONTINUING GUARANTY**





THIS
      UNCONDITIONAL CONTINUING GUARANTY (this "Guaranty") is made and entered into
      as
      of December 29, 2006 by Manchester Inc., a Nevada corporation (the "Guarantor")
      in favor of Rick Stanley, as Shareholders’ Representative, and Rick Stanley,
      individually (collectively, the "Holders").





WHEREAS,
      the Holders and Manchester AcquisitionCo, Inc., a Delaware corporation, (the
      "Purchaser") are parties to a Stock Purchase Agreement, dated as of December
      2,
      2006, as amended December 29, 2006 (the "Purchase Agreement"), by which all
      of
      the issued and outstanding capital stock of the Sellers is being sold and
      conveyed to the Purchaser.





WHEREAS,
      as a condition to the sale of assets by the Holders to the Purchaser, the
      Purchaser has executed a (i) a Promissory Note in the principal amount of Three
      Million Dollars ($3,000,000.00) from Manchester Indiana Acceptance, Inc. (the
      " Purchase
      Note ")
      and a
      Subordinated Promissory Note of even date herewith in the principal amount
      of
      One Hundred Fifty Thousand Dollars ($150,000.00) from Manchester Indiana
      Acceptance, Inc. (the " Subordinated
      Note "
      and
      referred to herein together with the Purchase Note, collectively, as the
“Notes”). Pursuant to the Notes, the Purchaser is indebted to the Holders in the
      aggregate original principal amount of $3,150,000.00





WHEREAS,
      the Purchaser is a special purpose wholly-owned acquisition subsidiary of the
      Guarantor and, by execution of this Guaranty, the Guarantor acknowledges and
      agrees that the transactions set forth in the Purchase Agreement and the Notes
      will provide direct, indirect, and substantial benefits to the Guarantor, both
      financial and otherwise.





WHEREAS,
      to induce the Holders to agree to the terms of the Purchase Agreement and the
      Notes and because the Guarantor has determined that executing this Guaranty
      is
      in the Guarantor's interest and to the Guarantor's direct or indirect financial
      benefit, the Guarantor has agreed to guaranty the obligations of the Purchaser
      under the Notes and is willing, and has agreed, to execute and deliver this
      Guaranty to the Holders.





NOW
      THEREFORE, in consideration of the mutual premises and conditions set forth
      herein and other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the Guarantor hereby agrees as follows (capitalized
      terms not otherwise defined herein shall have the meaning set forth in the
      Purchase Agreement) :





1.  Obligations .
      As used
      herein, the term "Obligations" shall mean any and all indebtedness, obligations,
      liabilities and sums which may be presently due and owing or which may become
      due and owing under the Promissory Notes, in accordance with their respective
      terms, inclusive of the principal aggregate amounts due under the Notes of
      $3,150,000.00 and any and all interest that accrues on the principal amounts
      under the terms of the Notes.









2.  Guaranty
      of Payment .
      The
      Guarantor hereby unconditionally guarantees to the Holders, and agrees to be
      primarily liable to the Holders for, the payment to the Holders of the
      Obligations, all without relief from valuation and appraisement laws. If the
      Purchaser does not timely discharge its Obligations to the Holders, the
      Guarantor hereby unconditionally and irrevocably guarantees to the Holders
      the
      prompt and complete payment by the Purchaser of the Obligations. If the
      Purchaser shall fail or refuse for any reason to timely discharge the
      Obligations, the Guarantor will pay the Obligations to the Holders and pay
      any
      and all expenses (including, without limitation, all fees and disbursements
      of
      counsel, including fees and expenses incurred in a suit to enforce this
      provision) which may be paid or incurred by the Holders in enforcing any rights
      under this Guaranty. If the Purchaser fails to pay or perform all or any part
      of
      the Obligations when due, the undersigned Guarantor will immediately pay the
      amount due and perform the obligations of the Purchaser in connection therewith
      as if such amount and obligations constituted the direct and primary debts
      and
      obligations of the Guarantor.




3.  Nature
      of Guaranty .
      This
      Guaranty shall be, and shall remain, a continuing, unlimited, unconditional,
      and
      absolute guaranty of payment and not of collection. This Guaranty shall remain
      fully enforceable irrespective of (a) any defenses (other than unconditional
      payment) which the Purchaser may assert on the underlying Obligations, including
      but not limited to failure of consideration, breach of warranty, statute of
      frauds, statute of limitations, accord and satisfaction and usury, (b) the
      absence of any attempt by the Holders to collect or enforce the Purchaser’s
      obligations, (c) the waiver or consent by the Holders with respect to any
      provision of any agreement between the Holders and the Purchaser, (d) The
      Holders’ failure to obtain collateral security for Obligations or to perfect and
      maintain a security interest in, or preserve, enforce or exhaust its rights
      to,
      or the release by the Holders of any collateral, or (e) any circumstances which
      might constitute a legal or equitable discharge or defense of a guarantor or
      surety.




Notice
      of
      or proof of reliance by the Holders upon this Guaranty or acceptance of this
      Guaranty, the Obligations, and any of them, shall conclusively be deemed to
      have
      been created, contracted or incurred in reliance upon this Guaranty; and all
      dealings between the Purchaser or the Guarantor, on the one hand, and the
      Holders, on the other hand, shall likewise be conclusively presumed to have
      been
      had or consummated in reliance upon this Guaranty.




4.  Action
      Regarding Obligations .
      The
      undersigned Guarantor hereby grants to the Holders full power, in its
      uncontrolled discretion and without notice to the undersigned Guarantor to
      deal
      in any manner with the Obligations including, without limitation, the following
      powers: (a) to modify or otherwise change any terms of the Obligations or to
      grant any extension or renewal thereof, and any other indulgence with respect
      thereto, and to effect any release, compromise, or settlement with respect
      thereto; or (b) to forbear from enforcing payment or any term of the
      Obligations. The obligations of the undersigned Guarantor hereunder shall not
      be
      released, discharged, or in any way affected, nor shall the undersigned have
      any
      rights or recourse against the Holders by reason of any action the Holders
      may
      take, omit to take, or delay in taking under the foregoing powers.




5.  Waivers
      of the Guarantor .
      The
      undersigned Guarantor hereby waives (a) notice to the undersigned or the
      Purchaser of (i) acceptance of this Guaranty by the Holders, and (ii) the amount
      of the Obligations at any time outstanding; (b) presentment for payment, demand,
      protest, notice to the undersigned or the Purchaser of dishonor, nonpayment,
      default, and non-performance with respect to any of the Obligations; (c) any
      and
      all rights to require the Holders to marshal assets of the Purchaser; (d) any
      defense which the Purchaser may have against the Holders other than payment;
      (e)
      all defenses given to sureties or guarantors at law or in equity other than
      payment; and (f) all errors and omissions in connection with the Holders'
      administration of the Obligations.




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All
      remedies or actions by the Holders for payment or fulfillment of the Obligations
      are cumulative and the pursuit of one shall not preclude the exercise of any
      other rights or remedies. The Holders shall not be required to make any demand
      upon or pursue or exhaust any of their rights or remedies against the Purchaser
      or others with respect to the payment or performance of any of the Obligations
      or to pursue or exhaust any of its rights or remedies with respect to any
      collateral held by the Purchaser.




6.  Reinstatement .
      If the
      Holders receive any payment or payments on account of the Obligations, which
      payment or payments of any part thereof are subsequently invalidated, declared
      to be fraudulent or preferential, set aside and/or required to be repaid to
      a
      trustee, receiver, or any other party under any bankruptcy act or code, state
      or
      federal law, common law or equitable doctrine, then to the extent of any sum
      not
      finally retained by the Holders, the Guarantor's obligations to the Holders
      hereunder shall be reinstated and this Guaranty shall remain in full force
      and
      effect (or be reinstated) until payment of the Obligations shall have been
      made
      to the Holders, which payment shall be due on demand. If any action or
      proceeding seeking such repayment is pending or, in the Holders' sole judgment,
      threatened, this Guaranty shall remain in full force and effect, notwithstanding
      that Purchaser may not then be obligated to The Holders.




7.  Discharge .
      The
      Guarantor hereby agrees that this Guaranty shall remain in full force and effect
      until either (a) the Holders have released the Guarantor in writing from the
      Obligations ("Release") or (b) the Obligations are paid and satisfied in full.




8.  Representations
      and Warranties .
      The
      undersigned Guarantor represents and warrants to the Holders, upon which
      representations the Holders are entitled to rely and the Guarantor hereby
      acknowledges that the Holders are relying, that:




(a)  this
      Guaranty has been duly executed and delivered by the Guarantor, and this
      Guaranty constitutes a legal, valid, and binding obligation of the Guarantor
      enforceable against the Guarantor in accordance with its terms, except as
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting the enforcement of
      creditors' rights generally and by general principles of equity which may limit
      the availability of equitable remedies;




(b)  the
      execution, delivery, and performance of this Guaranty will not violate any
      provision of any contractual obligation of the Guarantor; and




(c)  this
      Guaranty is the valid and binding obligation of the undersigned, enforceable
      in
      accordance with its terms.




9.  Consent
      to Jurisdiction .
      The
      Guarantor hereby irrevocably and unconditionally:




(a)  submits
      that in any legal action or proceeding relating to this Guaranty, or for
      recognition and enforcement of any judgment in respect therefor, to the
      non-exclusive general jurisdiction of the courts of the State of Indiana, the
      courts of the United States of America in the State of Indiana and appellate
      courts from any thereof; and




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(b)  consents
      that any such action or proceeding may be brought in such courts, and waives
      any
      objection that he or she may now or hereafter have to the venue of any such
      action or proceeding in any such court or that such action or proceeding was
      brought in an inconvenient court and agree not to plead or claim the
      same.




10.  Governing
      Law .
      The
      validity of this Guaranty, its construction, interpretation and enforcement
      and
      the rights of the parties hereto shall be determined under, governed by and
      construed in accordance with the laws of the State of Indiana, without regard
      to
      principles of conflicts of law.




11.  Waiver
      of Jury Trial .
      Each
      party hereto hereby irrevocably waives any right to have a jury participate
      in
      resolving any suit, action or proceeding arising out of or relating to this
      Guaranty.




12.  Miscellaneous .
      This
      Guaranty shall extend to and bind the successors and assigns of the undersigned
      Guarantor. This Guaranty shall inure to the benefit of all transferees,
      assignees and/or endorsees of the Holders of any part or parts or all of the
      Obligations and of the Holders' successors and assigns. The use of headings
      shall not limit the provisions of this Guaranty. Whenever possible, each
      provision of this Guaranty shall be interpreted in such a manner as to be
      effective and valid under applicable law, but if such provision shall be
      prohibited by or invalid under applicable law, such provision shall be
      ineffective to the extent of such prohibition or invalidity, without
      invalidating the remainder of such provision or remaining provisions of this
      or
      any related agreement or instrument. No course of dealing, course of performance
      or trade usage, and no parole evidence of any nature, shall be used to
      supplement or modify any terms hereof. This Guaranty may be modified only by
      an
      instrument in writing signed by the party against whom enforcement of the
      modification is sought.




**[SIGNATURE
      PAGES FOLLOW]**





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IN
      WITNESS WHEREOF, the undersigned have executed this Unconditional Continuing
      Guaranty effective as of this 29 th day of
      December, 2006.





**MANCHESTER INC., "GUARANTOR"**By:
            /s/ Richard
              D. GainesPrinted:
              Richard D. GainesTitle:
                Corporate Secretary




ACCEPTED,
                this 29thday of December 2006./s/ Rick
              StanleyRick
                Stanley, Individually






Rick
              Stanley, as Shareholders RepresentativeBy:
            /s/ Rick
              StanleyName:
                Rick StanleyTitle:
                Shareholders Representative





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