**GUARANTY**
  **THIS
        GUARANTY** (this
“ **Guaranty** ”)
        is
        made effective as of December 28, 2006, by Manchester Inc., a Nevada corporation
        (“ **Manchester** ”),
        Manchester Indiana Acceptance, Inc., a Delaware corporation (“ **MIA** ”)
        and
        Manchester Indiana Operations, Inc., a Delaware corporation (“ **MIO** ”
and,
        together with Manchester and MIA, “ **Guarantors** ”
and
        each, a “ **Guarantor** ”),
        to
        and for the benefit of Palm Beach Multi-Strategy Fund, L.P., a Delaware limited
        partnership (“ **Lender** ”).
  **WHEREAS** ,
        Manchester Indiana Funding, LLC, a Delaware limited liability company
        (“ **Borrower** ”),
        and
        Lender have entered into that certain Loan and Security Agreement of even
        date
        herewith (as amended, supplemented or modified from time to time, the
“ **Loan
        Agreement** ”),
        pursuant to which Borrower has agreed to borrow from Lender, and Lender has
        agreed to lend to Borrower, certain amounts, all in accordance with and subject
        to the terms and conditions set forth in the Loan Agreement;
  **WHEREAS** ,
        Borrower, MIA, Manchester, MIO and Borrower have entered into that certain
        Sale
        and Servicing Agreement of even date herewith (as amended, supplemented or
        modified from time to time, the “ **Sale
        and Servicing Agreement** ”),
        pursuant to which Borrower has agreed to purchase certain receivables
        (“ **Receivables** ”)
        from
        MIA and Manchester has agreed to service such Receivables for the benefit
        of
        Borrower.
  **WHEREAS** ,
        as
        security for its obligations under the Loan Agreement, the Borrower has pledged
        to Lender, among other things, all of its right, title and interest in and
        to
        the Receivables and the Sale and Servicing Agreement.
  **WHEREAS** ,
        it is a
        condition precedent to Lender’s obligation to make the Loan and advances
        pursuant to the Loan Agreement, that Guarantor, among other things, shall
        execute and deliver this Guaranty;
  **WHEREAS** ,
        Manchester and MIA own, directly or indirectly, 100% of the equity of Borrower
        and Manchester owns 100% of the equity of MIA and MIO, and therefore each
        Guarantor will benefit from the Loan to Borrower from Lender and each Guarantor
        further acknowledges and agrees that (a) the Loan constitutes valuable
        consideration to such Guarantor, (b) this Guaranty is intended to be an
        inducement to Lender to execute, deliver and perform the Loan Agreement and
        the
        other Loan Documents and to extend credit and the Loan to Borrower, and (c)
        Lender is relying upon this Guaranty in making and advancing the Loan to
        Borrower;
  **NOW,
        THEREFORE** ,
        in
        consideration of the foregoing and of the covenants and agreements hereinafter
        set forth, the receipt and sufficiency of which are hereby acknowledged,
        and as
        an inducement for Lender to enter into the Loan Agreement and the other Loan
        Documents, Guarantors, intending to be legally bound hereby, agrees as
        follows:
  1.  **DEFINED
        TERMS** .
  (a)  All
        capitalized terms used in this Guaranty and not defined herein shall have
        the
        meanings given to such terms in the Loan Agreement. Whenever the context
        so
        requires, each reference to gender includes the masculine and feminine, the
        singular number includes the plural and vice versa. References to section,
        article, annex, schedule, exhibit and like references are references to this
        Guaranty unless otherwise specified. A Default or Event of Default shall
        “continue” or be “continuing” until such Default or Event of Default has been
        cured or waived by Lender in accordance with the Loan Agreement. References
        in
        this Guaranty to any Person shall include such Person and its successors
        and
        permitted assigns.
  
  (b)  For
        purposes herein, the following terms shall have the following
        meanings:
  “ **Guaranteed
        Obligations** ”
means,
        subject to Section 2(f) below, collectively all of the indebtedness,
        obligations, and undertakings that are guaranteed by the Guarantors and
        described in subsections (a) and (b) of Section 2 of this Guaranty.
  “ **Loan
        Obligor** ”
means
        any of Borrower, the Guarantors and any other endorsers, guarantors or obligors,
        primary or secondary, of any or all of the Indebtedness.
  “ **Security** ”
means
        any rights, properties, or interests of the Secured Parties under the Loan
        Documents, the Security Agreement or otherwise, which provide recourse or
        other
        benefits to Lender in connection with the Guaranteed Obligations or the non
        payment or non performance thereof, including collateral (whether real or
        personal, tangible or intangible) in which the Secured Parties have rights
        under
        or pursuant to any Loan Documents, guaranties of the payment or performance
        of
        any Guaranteed Obligation, bonds, surety agreements, keep well agreements,
        letters of credit, rights of subrogation, rights of offset, and rights pursuant
        to which other claims are subordinated to the Guaranteed
        Obligations.
  2.  **THE
        GUARANTEED DEBT** .
  (a)  Subject
        to Section 2(f) below, the Guarantors hereby jointly and severally, irrevocably,
        absolutely, and unconditionally guarantee to Lender the prompt, complete,
        and
        full payment when due, and no matter how the same shall become due, of: (i)
        the
        Loan, including the Note and any other note that may be issued from time
        to time
        to evidence the Loan and all principal thereof, all interest thereon and
        all
        other sums payable thereunder; (ii) all obligations or liabilities of any
        Loan
        Obligor; (iii) all other sums payable under the Loan Documents, whether for
        principal, interest, fees or otherwise; and (iv) any and all other indebtedness,
        obligations or liabilities which may at any time be owed to Lender, whether
        incurred heretofore or hereafter or concurrently herewith, under or pursuant
        to
        any of the Loan Documents. Without limiting the generality of the foregoing,
        the
        Guarantors’ liability hereunder shall extend to and include all post-petition
        interest, expenses, and other duties and liabilities of Borrower described
        above
        in this subsection (a), or below in the following subsection (b), which would
        be
        owed by Borrower but for the fact that they are unenforceable or not allowable
        due to the existence of a bankruptcy, reorganization, or similar proceeding
        involving Borrower.
  -2-
  (b)
        (i ) Subject
        to Section 2(f) below, the Guarantors hereby jointly and severally irrevocably,
        absolutely, and unconditionally guarantee to Lender the prompt, complete
        and
        full performance, when due, and no matter how the same shall become due,
        of all
        obligations and undertakings of Borrower to Lender under, by reason of, or
        pursuant to any of the Loan Documents.
  (ii)  Manchester
        and MIO hereby irrevocably, absolutely and unconditionally guarantee to Lender
        the prompt, complete and full performance, when due, and no matter how the
        same
        shall become due, of all obligations and undertakings of MIA to Borrower
        and
        Lender in its capacity as Seller under the Sale and Servicing
        Agreement.
  (iii)  MIA
        and
        MIO hereby irrevocably, absolutely, and unconditionally guarantee to Lender
        the
        prompt, complete and full performance, when due, and no matter how the same
        shall become due, of all obligations and undertakings of Manchester to Borrower
        and Lender in its capacity as Servicer under the Sale and Servicing
        Agreement.
  (c)  If
        the
        party liable therefor shall for any reason fail to pay any Guaranteed
        Obligation, as and when such Guaranteed Obligation shall become due and payable,
        whether at its stated maturity, as a result of the exercise of any power
        to
        accelerate, or otherwise, the Guarantors will forthwith, upon demand by Lender,
        pay such Guaranteed Obligation in full to Lender. If the party responsible
        therefor shall for any reason fail to perform promptly any Guaranteed
        Obligation, the Guarantors will forthwith, upon demand by Lender, cause such
        Guaranteed Obligation to be performed or, if specified by Lender, provide
        sufficient funds, in such amount and manner as Lender shall in good faith
        determine, for the prompt, full and faithful performance of such Guaranteed
        Obligation by Lender or such other Person as Lender shall
        designate.
  (d)  If
        either
        the party responsible therefor or the Guarantors fail to pay or perform any
        Guaranteed Obligation as described in the immediately preceding subsections
        (a),
        (b), or (c), the Guarantors will incur the additional obligation to pay to
        Lender, and the Guarantors will forthwith upon demand by Lender pay to Lender,
        the amount of any and all expenses, including reasonable fees and disbursements
        of Lender’s counsel and of any experts or agents retained by Lender, which
        Lender may incur as a result of such failure.
  (e)  As
        between each Guarantor and Lender, this Guaranty shall be considered a primary
        and liquidated liability of such Guarantor.
  (f)  Notwithstanding
        any other provision of this Guaranty, the aggregate liability of the Guarantors
        to Lender hereunder with respect to any Guaranteed Obligations of the Borrower
        to Lender under the Loan Documents shall not exceed ten percent (10%) of
        the
        amount of the Indebtedness from time to time. For the avoidance of doubt,
        the
        limitation in the previous sentence shall not limit the liability of the
        Guarantors hereunder with respect to the Guaranteed Obligations of MIA as
        Seller
        to Borrower or Lender under the Sale and Servicing Agreement or the Guaranteed
        Obligations of Manchester as Servicer to Borrower or Lender under the Sale
        and
        Servicing Agreement, as provided in Section 2(b)(ii) and (iii),
        above.
  -3-
  (g)  The
        liability of the Guarantors hereunder shall be limited to the maximum amount
        of
        liability that can be incurred without rendering this Guaranty, as it relates
        to
        the Guarantors, voidable under applicable law relating to fraudulent conveyance
        or fraudulent transfer, and not for any greater amount.
  3.  **DURATION** .
        This
        Guaranty shall be irrevocable until all of the Guaranteed Obligations have
        been
        completely and finally paid and performed and Lender has no obligation to
        make
        any loans or other advances to Borrower, and all obligations and undertakings
        of
        Borrower and MIA under, by reason of, or pursuant to the Loan Documents have
        been completely performed, and this Guaranty is thereafter subject to
        reinstatement as provided in Section 4(d). All extensions of credit and
        financial accommodations heretofore or hereafter made by Lender to Borrower
        pursuant to the Loan Agreement shall be conclusively presumed to have been
        made
        in acceptance hereof and in reliance hereon. This Guaranty shall be binding
        upon
        the undersigned Guarantors and their respective successors and assigns, jointly
        and severally, and shall inure to the benefit of Lender and its successors
        and
        assigns.
  4.  **UNCONDITIONAL
        GUARANTY** .
  (a)  This
        is
        an unconditional Guaranty; it is unlimited as to time, until termination.
        Each
        Guarantor warrants that there are no conditions, oral or otherwise, on the
        effectiveness of this Guaranty. This is a continuing guaranty and shall apply
        to
        and cover all Guaranteed Obligations and renewals and extensions thereof
        and
        substitutions therefor from time to time. No action which Lender may take or
        omit to take in connection with any of the Loan Documents, any of the Guaranteed
        Obligations (or any other indebtedness owing by Borrower to Lender), or any
        Security, and no course of dealing of any Secured Party with any Loan Obligor
        or
        any other Person, shall release or diminish the Guarantors’ obligations,
        liabilities, agreements or duties hereunder, affect this Guaranty in any
        way, or
        afford the Guarantors any recourse against any Secured Party, regardless
        of
        whether any such action or inaction may increase any risks to or liabilities
        of
        any Secured Party or any Loan Obligor or increase any risk to or diminish
        any
        safeguard of any Security. Without limiting the foregoing, the Guarantors
        hereby
        expressly agree that Lender, directly or through the Collateral Agent, may,
        from
        time to time, without notice to or the consent of the Guarantors, do any
        or all
        of the following: (i) amend, change or modify, in whole or in part, any one
        or
        more of the other Loan Documents and give or refuse to give any waivers or
        other
        indulgences with respect thereto; (ii) neglect, delay, fail, or refuse to
        take
        or prosecute any action for the collection or enforcement of any of the
        Guaranteed Obligations, to foreclose or take or prosecute any action in
        connection with any Security or Loan Document, to bring suit against any
        Loan
        Obligor or any other Person, or to take any other action concerning the
        Guaranteed Obligations or the Loan Documents; (iii) accelerate, change,
        rearrange, extend, or renew the time, rate, terms, or manner for payment
        or
        performance of any one or more of the Guaranteed Obligations (whether for
        principal, interest, fees, expenses, indemnifications, affirmative or negative
        covenants, or otherwise); (iv) compromise or settle any unpaid or unperformed
        Guaranteed Obligation or any other obligation or amount due or owing, or
        claimed
        to be due or owing, under any one or more of the Loan Documents; (v) take,
        exchange, amend, eliminate, surrender, release, or subordinate any or all
        Security for any or all of the Guaranteed Obligations, accept additional
        or
        substituted Security therefor, and perfect or fail to perfect Lender’s rights in
        any or all Security; (vi) discharge, release, substitute or add Loan Obligors;
        (vii) apply all monies received from Loan Obligors or others, or from any
        Security for any of the Guaranteed Obligations, as Lender may determine to
        be in
        its best interest, without in any way being required to marshall Security
        or
        assets or to apply all or any part of such monies upon any particular Guaranteed
        Obligations;
  -4-
  (b)  No
        action
        or inaction of any Loan Obligor or any other Person, and no change of law
        or
        circumstances, shall release or diminish the Guarantors’ obligations,
        liabilities, agreements, or duties hereunder, affect this Guaranty in any
        way,
        or afford any Guarantor any recourse against Lender. Without limiting the
        foregoing, the obligations, liabilities, agreements, and duties of the
        Guarantors under this Guaranty shall not be released, diminished, impaired,
        reduced, or affected by the occurrence of any or all of the following from
        time
        to time, even if occurring without notice to or without the consent of the
        Guarantors: (i) any voluntary or involuntary liquidation, dissolution, sale
        of
        all or substantially all assets, marshalling of assets or liabilities,
        receivership, conservatorship, assignment for the benefit of creditors,
        insolvency, bankruptcy, reorganization, arrangement, or composition of any
        other
        Loan Obligor or any other proceedings involving any other Loan Obligor or
        any of
        the assets of any other Loan Obligor under laws for the protection of debtors,
        or any discharge, impairment, modification, release, or limitation of the
        liability of, or stay of actions or lien enforcement proceedings against,
        any
        other Loan Obligor, any properties of any other Loan Obligor, or the estate
        in
        bankruptcy of any other Loan Obligor in the course of or resulting from any
        such
        proceedings; (ii) the failure by Lender to file or enforce a claim in any
        proceeding described in the immediately preceding subsection (i) or to take
        any
        other action in any proceeding to which any other Loan Obligor is a party;
        (iii)
        the release by operation of law of any other Loan Obligor from any of the
        Guaranteed Obligations or any other obligations to Lender; (iv) the invalidity,
        deficiency, illegality, or unenforceability of any of the Guaranteed Obligations
        of any other Loan Obligor or any other Loan Document, in whole or in part,
        any
        bar by any statute of limitations or other law of recovery on any of the
        Guaranteed Obligations of any other Loan Obligor, or any defense or excuse
        of
        any other Loan Obligor for failure to perform on account of force majeure,
        act
        of God, casualty, impossibility, impracticability, or other defense or excuse
        whatsoever; (v) the failure of any other Loan Obligor or any other Person
        to
        sign any guaranty or other instrument or agreement within the contemplation
        of
        any other Loan Obligor or Lender; (vi) the fact that the Guarantors may have
        incurred directly part of the Guaranteed Obligations or is otherwise primarily
        liable therefor; (vii) without limiting any of the foregoing, any fact or
        event
        (whether or not similar to any of the foregoing) which in the absence of
        this
        provision would or might constitute or afford a legal or equitable discharge
        or
        release of or defense to a guarantor or surety other than the actual payment
        and
        performance by the Guarantors under this Guaranty.
  (c)  Lender
        may invoke the benefits of this Guaranty before pursuing any remedies against
        any Loan Obligor or any other Person and before proceeding against any Security
        now or hereafter existing for the payment or performance of any of the
        Guaranteed Obligations. Lender may maintain an action against the Guarantors
        on
        this Guaranty without joining any other Loan Obligor therein and without
        bringing a separate action against any other Loan Obligor.
  -5-
  (d)  If
        any
        payment to Lender by any Loan Obligor is held to constitute a preference
        or a
        voidable transfer under applicable state or federal laws, or if for any other
        reason Lender is required to refund such payment to the payor thereof or
        to pay
        the amount thereof to any other Person, such payment to Lender shall not
        constitute a release of any Guarantor from any liability hereunder, and the
        Guarantors agree to pay such amount to Lender on demand and agree and
        acknowledge that this Guaranty shall continue to be effective or shall be
        reinstated, as the case may be, to the extent of any such payment or payments.
        Any transfer by subrogation which is made as contemplated in Section 8 prior
        to
        any such payment or payments shall (regardless of the terms of such transfer)
        be
        automatically voided upon the making of any such payment or payments, and
        all
        rights so transferred shall thereupon revert to and be vested in
        Lender.
  5.  **DISCLOSURE
        OF CONDITION OF LOAN OBLIGORS** .
        Each
        Guarantor warrants and represents to Lender that: (a) this Guaranty is executed
        at the Borrower’s request; (b) such Guarantor has established adequate means of
        obtaining from the Loan Obligors on a continuing basis financial and other
        information pertaining to the Loan Obligors’ affairs or business; and (c) such
        Guarantor is now and will be familiar with the affairs, business, operation
        and
        condition of the Loan Obligors and their assets. Each Guarantor hereby waives
        any duty on the part of Lender to disclose to the Guarantors any matter relating
        to the affairs, business, operation or condition of any Loan Obligor and
        its
        assets now known or hereafter known to Lender. With respect to any debt of
        a
        Loan Obligor to Lender, Lender need not inquire into the powers of the Borrower
        or the officers, directors or agents acting or purporting to act on its behalf,
        and any debt created in reliance upon the professed exercise of such powers
        shall be guaranteed hereunder.
  6.  **WAIVERS
        REGARDING THE GUARANTEED DEBT** .
        Each
        Guarantor hereby waives, with respect to the Guaranteed Obligations, this
        Guaranty, and the other Loan Documents:
  (a)  notice
        of
        the incurrence of any Guaranteed Obligation by any Loan Obligor, and notice
        of
        any kind concerning the assets, liabilities, financial condition,
        creditworthiness, businesses, prospects, or other affairs of any Loan Obligor
        (it being understood and agreed that: (i) each Guarantor shall take full
        responsibility for informing itself of such matters, (ii) Lender shall have
        no
        responsibility of any kind to inform the Guarantors of such matters, and
        (iii)
        Lender is hereby authorized to assume that each Guarantor, by virtue of its
        relationships with the Loan Obligors which are independent of this Guaranty,
        has
        full and complete knowledge of such matters whenever Lender extends credit
        to
        Borrower or takes any other action which may change or increase such Guarantor’s
        liabilities or losses hereunder);
  -6-
  (b)  notice
        that Lender, any Loan Obligor, or any other Person has taken or omitted to
        take
        any action under any Loan Document or any other agreement or instrument relating
        thereto or relating to any Guaranteed Obligation;
  (c)  notice
        of
        acceptance of this Guaranty and all rights of any Guarantor under any statute
        or
        law discharging such Guarantor from liability hereunder for failure to sue
        on
        this Guaranty;
  (d)  default,
        demand, presentment for payment, and notice of default, demand, dishonor,
        nonpayment, or nonperformance;
  (e)  notice
        of
        intention to accelerate, notice of acceleration, protest, notice of protest,
        notice of any exercise of remedies (as described in this Guaranty or otherwise),
        and all other notices of any kind whatsoever;
  The
        Guarantors hereby consent and agree that renewals and extensions of time
        of
        payment (including interest rate adjustments), surrender, release, exchange,
        substitution, dealing with or taking of additional collateral, modifying
        any
        obligations of, taking or releasing any other Loan Obligors, abstaining from
        taking advantage of or realizing upon any Security and any and all other
        forbearances or indulgences granted by Lender to the Borrower or any other
        Loan
        Obligor or other Person may be made, granted or effected by Lender without
        notice to the Guarantors and without affecting in any manner Guarantors’
liability hereunder. Each Guarantor hereby expressly consents to any impairment
        of Security including, but not limited to, failure to perfect a security
        interest and release of Security.
  Any
        adjustment or compromise may be made by Lender with the Borrower or any other
        party to the Indebtedness, and a lesser sum than the face amount thereof
        may be
        accepted in full payment and discharge. Any of the Security granted by the
        Borrower or any other Loan Obligor or other Person which Lender may hold
        or
        which may come to it or its possession may be released or otherwise dealt
        with
        by Lender in all respects as if this Guaranty were not in existence and the
        obligation of the Guarantors shall in no way be affected thereby. Each Guarantor
        hereby waives and foregoes any right in respect of any such action by
        Lender.
  7.  **EXERCISE
        OF REMEDIES** .
        Lender
        shall have the right to enforce, from time to time, in any order and at Lender’s
        sole discretion, any rights, powers and remedies which Lender may have under
        the
        Loan Documents or otherwise, including judicial foreclosure, the exercise
        of
        rights of power of sale, the taking of a deed or assignment in lieu of
        foreclosure, the appointment of a receiver to collect rents, issues and profits,
        the exercise of remedies against personal property, or the enforcement of
        any
        assignment of leases, rentals, or other properties or rights, whether real
        or
        personal, tangible or intangible; and each Guarantor shall be liable to Lender
        hereunder for any deficiency resulting from the exercise by Lender of any
        such
        right or remedy even though any rights that such Guarantor may have against
        Borrower or others may be destroyed or diminished by exercise of any such
        right
        or remedy. No failure on the part of Lender to exercise, and no delay in
        exercising, any right hereunder or under any other Loan Document shall operate
        as a waiver thereof; nor shall any single or partial exercise of any right
        preclude any other or further exercise thereof or the exercise of any other
        right. The rights, powers and remedies of Lender provided herein and in the
        other Loan Documents are cumulative and are in addition to, and not exclusive
        of, any other rights, powers or remedies provided by law or in equity. The
        rights of Lender hereunder are not conditional or contingent on any attempt
        by
        Lender to exercise any of its rights under any other Loan Document against
        any
        Loan Obligor or any other Person.
  -7-
  8.  **LIMITED
        SUBROGATION** .
  (a)  Until
        all
        of the Guaranteed Obligations have been paid and performed in full, Guarantors
        shall have no right to exercise any right of subrogation, reimbursement,
        indemnity, exoneration, contribution or any other claim which they may now
        or
        hereafter have against or to any Loan Obligor or any Security in connection
        with
        this Guaranty (including any right of subrogation under any Law, as amended),
        and each Guarantor hereby waives any rights to enforce any remedy which such
        Guarantor may have against Borrower and any right to participate in any Security
        until such time. If any amount shall be paid to any Guarantor on account
        of any
        such subrogation or other rights, any such other remedy, or any Security
        at any
        time when all of the Guaranteed Obligations and all other expenses guaranteed
        pursuant hereto shall not have been paid in full, such amount shall be held
        in
        trust for the benefit of Lender, shall be segregated from the other funds
        of the
        Guarantors and shall forthwith be paid over to Lender to be held by Lender
        as
        collateral for, or then or at any time thereafter applied in whole or in
        part by
        Lender against, all or any portion of the Guaranteed Obligations, whether
        matured or unmatured, in such order as Lender shall elect.
  (b)  If
        any
        Guarantor shall make payment to Lender of all or any portion of the Guaranteed
        Obligations and if all of the Guaranteed Obligations shall be finally paid
        in
        full, Lender will, at such Guarantor’s request and expense, execute and deliver
        to such Guarantor (without recourse, representation or warranty) appropriate
        documents necessary to evidence the transfer by subrogation to such Guarantor
        of
        an interest in the Guaranteed Obligations resulting from such payment by
        such
        Guarantor; provided that such transfer shall be subject to Section 4(d) above
        and that without the consent of Lender (which Lender may withhold in its
        discretion) such Guarantor shall have the right to be subrogated to any claim
        or
        right against any Loan Obligor if: (i) such Loan Obligor has become owned
        by
        Lender, (ii) the ownership of such Loan Obligor has otherwise changed in
        the
        course of enforcement of the Loan Documents, or (iii) Lender has otherwise
        released or wishes to release such Loan Obligor from its Guaranteed
        Obligations.
  9.  **SUCCESSORS
        AND ASSIGNS** .
        None of
        the Guarantors’ rights or obligations hereunder may be assigned or delegated,
        but this Guaranty and such obligations shall pass to and be fully binding
        upon
        the successors of each Guarantor and its assigns, jointly and severally,
        as well
        as the Guarantors. This Guaranty shall apply to and inure to the benefit
        of
        Lender and its successors or assigns. Without limiting the generality of
        the
        immediately preceding sentence, Lender may, to the extent and in the manner
        provided for in the Loan Agreement, assign, grant a participation in, or
        otherwise transfer any Guaranteed Obligation held by it or any portion thereof,
        and Lender may, to the extent and in the manner provided for in the Loan
        Agreement, assign or otherwise transfer its rights or any portion thereof
        under
        any Loan Document, to any other Person, and such other Person shall thereupon
        become entitled to all of the benefits in respect thereof granted to Lender
        hereunder unless otherwise expressly provided by Lender in connection with
        such
        assignment or transfer.
  -8-
  10.  **SUBORDINATION
        AND OFFSET** .
        Each
        Guarantor hereby subordinates and makes inferior to the Guaranteed Obligations
        any and all indebtedness now or at any time hereafter owed by a Loan Obligor
        to
        such Guarantor. Each Guarantor agrees that upon the occurrence and during
        the
        continuation of any Event of Default it will neither permit any Loan Obligor
        to
        repay such indebtedness or any part thereof nor accept payment from any Loan
        Obligor of such indebtedness or any part thereof without the prior written
        consent of Lender. If any Guarantor receives any such payment without the
        prior
        written consent of Lender, the amount so paid shall be held in trust for
        the
        benefit of Lender, shall be segregated from the other funds of such Guarantor,
        and shall forthwith be paid over to Lender to be held by Lender as collateral
        for, or then or at any time thereafter applied in whole or in part by Lender
        against, all or any portions of the Guaranteed Obligations, whether matured
        or
        unmatured, in such order as Lender shall elect. Each Guarantor hereby grants
        to
        Lender a right of offset to secure the payment of the Guaranteed Obligations
        and
        such Guarantor’s obligations and liabilities hereunder, which right of offset
        shall be upon any and all monies, securities and other property (and the
        proceeds therefrom) of such Guarantor now or hereafter held or received by
        or in
        transit to Lender from or for the account of such Guarantor, whether for
        safekeeping, custody, pledge, transmission, collection or otherwise, and
        also
        upon any and all deposits (general or special), credits and claims of such
        Guarantor at any time existing against Lender. Upon the occurrence and during
        the continuation of any Default or Event of Default, Lender is hereby authorized
        at any time and from time to time, without notice to any Guarantor, to offset,
        appropriate and apply any and all items hereinabove referred to against the
        Guaranteed Obligations and the Guarantors’ obligations and liabilities hereunder
        irrespective of whether or not Lender shall have made any demand under this
        Guaranty and although such obligations and liabilities may be contingent
        or
        unmatured, Lender agrees promptly to notify the Guarantors after any such
        offset
        and application made by Lender, provided that the failure to give such notice
        shall not affect the validity of such offset and application. The rights
        of
        Lender under this section are in addition to, and shall not be limited by,
        any
        other rights and remedies (including other rights of offset) which Lender
        may
        have.
  11.  **REPRESENTATIONS
        AND WARRANTIES** .
        The
        Guarantors hereby jointly and severally represent and warrant to Lender as
        follows:
  (a)  The
        Recitals at the beginning of this Guaranty are true and correct in all
        respects.
  (b)  The
        execution, delivery and performance by each Guarantor of this Guaranty does
        not
        and will not contravene any law or governmental regulation or any contractual
        restriction binding on or affecting each Guarantor or any of its properties,
        and
        does not and will not result in or require the creation of any Lien upon
        or with
        respect to any of its properties.
  (c)  No
        authorization or approval or other action by, and no notice to or filing
        with,
        any governmental authority or other regulatory body or third party is required
        for the due execution, delivery and performance by each Guarantor of this
        Guaranty.
  -9-
  (d)  This
        Guaranty is a legal, valid and binding obligation of each Guarantor, enforceable
        against such Guarantor in accordance with its terms except as limited by
        bankruptcy, insolvency or similar laws of general application relating to
        the
        enforcement of creditors’ rights.
  (e)  There
        is
        no action, suit or proceeding pending or, to the knowledge of the Guarantors,
        threatened against or otherwise affecting any Guarantor before any court,
        arbitrator or governmental department, commission, board, bureau, agency
        or
        instrumentality which may materially and adversely affect the Guarantor’s
        financial condition or its ability to perform its obligations
        hereunder.
  12.  **COVENANTS** .
        Each
        Guarantor hereby agrees to observe and comply with each of the covenants
        and
        agreements made in the Loan Agreement, insofar as they refer to such Guarantor,
        or the assets, obligations, conditions, agreements, business, or actions
        of such
        Guarantor, or to the Loan Documents to which the Guarantors are
        party.
  13.  **NO
        ORAL CHANGE; AMENDMENTS** .
        No
        amendment of any provision of this Guaranty shall be effective unless it
        is in
        writing and signed by each Guarantor and Lender, and no waiver of any provision
        of this Guaranty, and no consent to any departure by any Guarantor therefrom,
        shall be effective unless it is in writing and signed by Lender, and then
        such
        waiver or consent shall be effective only in the specific instance and for
        the
        specific purpose for which given.
  14.  **INVALIDITY
        OF PARTICULAR PROVISIONS** .
        If any
        term or provision of this Guaranty shall be determined to be illegal or
        unenforceable all other terms and provisions hereof shall nevertheless remain
        effective and shall be enforced to the fullest extent permitted by applicable
        law.
  15.  **HEADINGS
        AND REFERENCES** .
        The
        headings used herein are for purposes of convenience only and shall not be
        used
        in construing the provisions hereof. The words “this Guaranty,” “this
        instrument,” “herein,” “hereof,” “hereby” and words of similar import refer to
        this Guaranty as a whole and not to any particular subdivision unless expressly
        so limited. The phrases “this section” and “this subsection” and similar phrases
        refer only to the subdivisions hereof in which such phrases occur. The word
“or”
is not exclusive, and the word “including” (in its various forms) means
“including without limitation.” Pronouns in masculine, feminine and neuter
        genders shall be construed to include any other gender, and words in the
        singular form shall be construed to include the plural and vice versa, unless
        the context otherwise requires.
  16.  **NOTICES** .
        Any
        notice or communication required or permitted hereunder shall be given in
        the
        manner as provided in the Loan Agreement or in the case of any party to such
        other address or to the attention of such other individual as hereafter shall
        be
        designated in writing by such party if sent in accordance herewith.
  17.  **LIMITATION
        ON INTEREST** .
        Lender
        and the Guarantors intend to contract in strict compliance with applicable
        usury
        law from time to time in effect, and the provisions of the Loan Agreement
        limiting the interest for which the Guarantors are obligated are expressly
        incorporated herein by reference.
  -10-
  18.  **LOAN
        DOCUMENT** .
        This
        Guaranty is a Loan Document, as defined in the Loan Agreement, and is subject
        to
        the provisions of the Loan Agreement governing Loan Documents.
  19.  **COUNTERPARTS;
        FAX** .
        This
        Guaranty may be executed in any number of counterparts, each of which when
        so
        executed shall be deemed to constitute one and the same Guaranty. This Guaranty
        may be validly executed and delivered by facsimile or other electronic
        transmission.
  20.  **GOVERNING
        LAW; SUBMISSION TO PROCESS** .
        THIS
        GUARANTY SHALL BE DEEMED A CONTRACT AND INSTRUMENT MADE UNDER THE LAWS OF
        THE
        STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH
        AND
        GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND THE LAWS OF THE UNITED
        STATES
        OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH GUARANTOR
        HEREBY AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST SUCH GUARANTOR
        WITH
        RESPECT TO THIS GUARANTY MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW
        YORK
        OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK
        AS
        LENDER MAY ELECT, AND, BY EXECUTION AND DELIVERY HEREOF, EACH GUARANTOR ACCEPTS
        AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND
        UNCONDITIONALLY, THE NON EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS.
        EACH
        GUARANTOR AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS
        LAW
        OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS AND WAIVES ANY
        RIGHT
        TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS
        ON THE
        BASIS OF FORUM NON CONVENIENS. EACH GUARANTOR HEREBY WAIVES PERSONAL SERVICE
        OF
        ANY AND ALL PROCESS UPON IT, AND AGREES THAT ALL SUCH SERVICE OF PROCESS
        MAY BE
        MADE BY REGISTERED MAIL DIRECTED TO IT AT THE ADDRESS SET FORTH IN SECTION
        9.1
        OF SCHEDULE A TO THE LOAN AGREEMENT AND SERVICE SO MADE SHALL BE DEEMED TO
        BE
        COMPLETED UPON ACTUAL RECEIPT THEREOF.
  21.  **WAIVER
        OF JURY TRIAL** .
        EACH
        GUARANTOR HEREBY COVENANTS AND AGREES THAT IN ANY SUIT, ACTION OR PROCEEDING
        IN
        RESPECT OF ANY MATTER ARISING OUT OF THIS GUARANTY, THE DOCUMENTS EXECUTED
        IN
        CONNECTION HEREWITH, ANY WRITTEN AGREEMENT BETWEEN THE PARTIES HERETO, WHETHER
        NOW EXISTING OR HEREAFTER ARISING OR IN ANY WAY RELATED TO, CONNECTED WITH
        OR
        INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR TRANSACTIONS CONTEMPLATED
        HEREBY OR BY THE LOAN AGREEMENT OR OTHER LOAN DOCUMENTS, WHETHER SOUNDING
        IN
        CONTRACT OR TORT OR OTHERWISE, TRIAL SHALL BE TO A COURT OF COMPETENT
        JURISDICTION AND NOT TO A JURY; EACH GUARANTOR HEREBY EXPRESSLY WAIVES ANY
        RIGHT
        IT MAY HAVE TO A TRIAL BY JURY. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART
        OR A
        COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
        OF THE
        PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
  -11-
  22.  **ADVICE
        OF COUNSEL** .
        Each
        Guarantor acknowledges that it has been advised by counsel with respect to
        this
        Guaranty and the transactions governed hereby.
  23.  **FINAL
        AGREEMENT** .
        THIS
        WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
        BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR
        OR
        CONTEMPORANEOUS ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN
        ORAL AGREEMENTS BETWEEN THE PARTIES HERETO.
  **[THE
        REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]**
  -12-
  IN
        WITNESS WHEREOF, each Guarantor has executed and delivered this Guaranty
        as of
        the date first written above.
  MANCHESTER
                  INC.,
                a
                  Nevada corporationBy:Name:Title:
  MANCHESTER
                  INDIANA ACCEPTANCE, INC.,
                a
                  Delaware corporationBy:Name:Title:
  MANCHESTER
                  INDIANA OPERATIONS, INC.,
                a
                  Delaware corporationBy:Name:Title: