INDEMNIFICATION AGREEMENT





INDEMNIFICATION
      AGREEMENT, dated as of February 8, 2007, by and between Manchester Inc., a
      Nevada corporation (the "Company"), and Rick Stanley
      ("Indemnitee").





RECITALS





A.  Highly
      competent persons are becoming more reluctant to serve as directors or officers
      or in other capacities unless they are provided with reasonable protection
      through insurance or indemnification against risks of claims and actions against
      them arising out of their service to and activities on behalf of the
      corporations.





B.  The
      Board
      of Directors of the Company (the "Board" or the "Board of Directors") has
      determined that the Company should act to assure its directors, officers and
      consultants that there will be increased certainty of such protection in the
      future.





C.  It
      is
      reasonable, prudent and necessary for the Company contractually to obligate
      itself to indemnify such persons to the fullest extent permitted by applicable
      law so that such persons will serve or continue to serve the Company free from
      undue concern that they will not be so indemnified.





D.  Indemnitee
      is willing to serve, to continue to serve and to take on additional service
      for
      or on behalf of the Company on the condition that Indemnitee be so
      indemnified.





AGREEMENT





In
      consideration of the premises and the covenants contained herein, the Company
      and Indemnitee do hereby covenant and agree as follows:





1.  Definitions .
      For
      purposes of this Agreement:





(a)  " Affiliate "
      shall
      mean any subsidiary, other corporation, partnership, joint venture, trust or
      other enterprise in respect of which the Indemnitee is or was or will be serving
      as a director, officer, advisory director or Board Committee member at the
      request of the Company, and including, but not limited to, any employee benefit
      plan of the Company or any of the foregoing.





(b)  "Expenses"
      shall include all attorneys' fees and costs, retainers, court costs,
      transcripts, fees of experts, witness fees, travel expenses, duplicating costs,
      printing and binding costs, telephone charges, postage, delivery service fees
      and all other disbursements or expenses incurred in connection with asserting
      or
      defending claims.





(c)  "Losses"
      shall mean all losses, claims, liabilities, judgments, fines, penalties and
      amounts paid in settlement in connection with any Proceeding.










MANCHESTER
                INC.
            Indemnification
                Agreement




(d)  "Proceeding"
      includes any action, suit, arbitration, alternate dispute resolution mechanism,
      investigation, administrative hearing or any other proceeding whether civil,
      criminal, administrative or investigative; provided , however ,
      that
      the term "Proceeding" shall include any action instituted by an Indemnitee
      (other than an action to enforce indemnification rights under this Agreement)
      only if such action is authorized by the Board of Directors.





2.  Service by Indemnitee .
      Indemnitee has pursuant to separately executed employment agreement agreed
      to
      serve the Company’s subsidiary Manchester Indiana Operations, Inc. as an
      officer. Notwithstanding anything contained herein, this Agreement shall not
      create a separate contract of employment or amendment thereto between the
      Company and Indemnitee, and the termination of Indemnitee's relationship with
      the Company or an Affiliate by either party hereto shall not be restricted
      by
      this Agreement.





3.  Indemnification .
      Subject
      to the terms and conditions of this Agreement, the Company agrees to indemnify
      Indemnitee for, and hold Indemnitee harmless from and against, any Losses or
      Expenses at any time incurred by or assessed against Indemnitee arising out
      of
      or in connection with any and all litigation and/or arbitration actions against
      Indemnitee by JD Byrider Franchising Inc. (“Byrider”), including, without
      limitation, under the three Second Renewal Franchise Agreements (each, a
“Franchise Agreement,” and collectively, the “Franchise Agreements”) entered
      into as of February 23, 2006 between Byrider Franchising, Inc. (“Byrider”) and
      F.S. English, Inc. (“FSE”), for each of the following three locations: (i) 1630
      Coliseum Blvd. North, Fort Wayne, IN 46805; (ii) 3250 West Washington Street,
      Indianapolis, IN 46222; and (iii) 5055 S. US Highway 41, Terre Haute, IN 47802;
      and any and all actions in respect of GNAC, Inc. (“GNAC”) (FSE and GNAC are
      collectively referred to as “FSE/GNAC”) as acquired by Manchester Indiana
      Operations, Inc. (“Operations”) and Manchester Indiana Acceptance, Inc.
      (“Indiana Acceptance” and collectively to together with Indiana Operations as
“Manchester Indiana”), subsidiaries of the Company.





4.  Action or Proceeding;
      Conditions and Waivers .
      Subject
      to the conditions herein, Indemnitee shall be entitled to the indemnification
      rights provided herein if Indemnitee is a person who was or is made a party
      or
      is threatened to be made a party to any pending, completed or threatened
      Proceeding by reason of (a) the fact that Indemnitee was affiliated with
      FSE/GNAC as an Officer or Director or any other capacity or (b) anything done
      or
      not done by Indemnitee in any such capacity. Pursuant to this Section,
      Indemnitee shall be indemnified against Losses or Expenses incurred by
      Indemnitee or on Indemnitee's behalf in connection with any Proceeding, if
      Indemnitee acted in good faith and in a manner Indemnitee reasonably believed
      to
      be in or not opposed to the best interests of the Company and had no reasonable
      cause to believe his conduct was unlawful. An express condition of the
      Indemnification provided by the Company herein is that Indemnitee will (i)
      promptly and fully cooperate with Manchester Indiana’s and the Company’s counsel
      in defending against any claims asserted by Byrider against Indemnitee and/or
      FSE/GNAC; and (ii) that you hereby agree to common defense counsel with
      Manchester Indiana and the Company, as selected by the Company at its sole
      discretion, and you expressly waive any potential conflicts of with respect
      to
      joint representation.




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MANCHESTER
                  INC.
              Indemnification
                  Agreement


5.  Actions by or in the Right of the Company .
      Indemnitee shall be entitled to the indemnification rights provided
      herein if Indemnitee is a person who was or is made a party or is threatened
      to
      be made a party to any pending, completed or threatened Proceeding brought
      by or
      in the right of the Company to procure a judgment in its favor by reason of
      (a)
      the fact that Indemnitee is or was an Officer or Director of FSE/GNAC or any
      other Affiliate or (b) anything done or not done by Indemnitee in any such
      capacity. Pursuant to this Section, Indemnitee shall be indemnified against
      Losses or Expenses actually and reasonably incurred by Indemnitee or on
      Indemnitee's behalf in connection with any Proceeding if Indemnitee acted in
      good faith and in a manner Indemnitee reasonably believed to be in or not
      opposed to the best interests of the Company.





6.  Indemnification Scope .
      Notwithstanding any provision of this Agreement, Company agrees to indemnify
      Indemnitee, to the maximum extent permitted by law, against all Losses and
      Expenses as provided herein, irrespective of success in regard to any claim,
      issue or matter covered hereunder.





7.  Payment for Expenses of a Witness .  Notwithstanding
      any other provision of this Agreement, to the extent that Indemnitee is, by
      reason of the fact that Indemnitee is or was an Officer or Director of the
      Company or of an Affiliate, a witness in any Proceeding, the Company agrees
      to
      pay to Indemnitee all reasonable expenses actually and reasonably incurred
      by
      Indemnitee or on Indemnitee's behalf in connection therewith.





8.  Expenses and Costs .
      All
      reasonable Expenses directly incurred by or on behalf of Indemnitee (or
      reasonably expected by Indemnitee to be incurred by Indemnitee within three
      months) in connection with any Proceeding shall be paid promptly by the Company,
      except if a determination not to indemnify has been made under Section 9.
      Such statement or statements shall evidence such Expenses incurred by Indemnitee
      in connection therewith and shall include or be accompanied by a written
      undertaking by or on behalf of Indemnitee to repay such amount if it shall
      ultimately be determined that Indemnitee is not entitled to be indemnified
      therefor pursuant to the terms of this Agreement. It shall be a defense to
      any
      action seeking an adjudication or award in arbitration pursuant to this
      Agreement that the claimant has not met the requirement for cooperation or
      standard of conduct set forth herein for such indemnification. Any ancillary
      Expenses or Costs of Indemnitee expected to be incurred by Indemnitee as direct
      obligations and not directly paid by the Company pursuant to the indemnification
      hereunder which is in amount in excess of $1,000 shall require the prior written
      consent of the Company.





9.  Procedure for Determination of Entitlement to Indemnification .  (a)  When
      seeking indemnification under this Agreement, Indemnitee shall submit a written
      request for indemnification to the Company. Such request shall include
      documentation or information which is reasonably necessary for the Company
      to
      make a determination of Indemnitee's entitlement to indemnification hereunder
      and which is reasonably available to Indemnitee. Determination of Indemnitee's
      entitlement to indemnification shall be made promptly, but in no event later
      than five (3) business days after receipt by the Company of Indemnitee's written
      request for indemnification. The Secretary of the Company shall, promptly upon
      receipt of Indemnitee's request for indemnification, advise the Board that
      Indemnitee has made such request for indemnification.




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MANCHESTER
                  INC.
              Indemnification
                  Agreement


(b)  The
      entitlement of Indemnitee to indemnification under this Agreement in respect
      of
      any pending, contemplated or threatened Proceeding shall be determined in the
      specific case by the Company Board of Directors.





(c)  For
      purposes of any determination of good faith hereunder, Indemnitee shall be
      deemed to have acted in good faith if in taking an action Indemnitee relied
      on
      the records or books of account of the Company or an Affiliate, including
      financial statements, or on information supplied to Indemnitee by the officers
      of the Company or an Affiliate in the course of their duties, or on the advice
      of legal counsel for the Company or an Affiliate or on information or records
      given or reports made to the Company or an Affiliate by an independent certified
      public accountant or by an appraiser or other expert selected with reasonable
      care by the Company or an Affiliate. The Company shall have the burden of
      establishing the absence of good faith. The provisions of this Section 9 shall
      not be deemed to be exclusive or to limit in any way the other circumstances
      in
      which the Indemnitee may be deemed to have met the applicable standard of
      conduct set forth in this Agreement.





(d)  If
      the
      determination made pursuant to Section 9(b) is that Indemnitee is not
      entitled to indemnification to the full extent of Indemnitee's request,
      Indemnitee shall have the right to seek entitlement to indemnification in
      accordance with the procedures set forth herein.





(e)  If
      the
      person or persons empowered pursuant to Section 9(b) hereof to make a
      determination with respect to entitlement to indemnification shall have failed
      to make the requested determination, the requisite determination of entitlement
      to indemnification shall be deemed to have been made and Indemnitee shall be
      absolutely entitled to such indemnification, absent (i) misrepresentation by
      Indemnitee of a material fact in the request for indemnification; (ii) a final
      judicial determination that all or any part of such indemnification is expressly
      prohibited by law or (iii) non-performance on the part of Indemnitee of any
      other term or condition under Section 4 herein required for such
      Indemnification.





(f)  The
      termination of any Proceeding by judgment, order, settlement or conviction,
      or
      upon a plea of nolo
      contendere or its
      equivalent, shall not, of itself, adversely affect the rights of Indemnitee
      to
      indemnification hereunder, except as may be specifically provided herein, or
      create a presumption that Indemnitee did not act in good faith and in a manner
      which Indemnitee reasonably believed to be in or not opposed to the best
      interests of the Company or create a presumption that (with respect to any
      criminal action or Proceeding) Indemnitee had reasonable cause to believe that
      Indemnitee's conduct was unlawful.





10.  Remedies in Cases of Determination Not to Indemnify
      Expenses .  (a)  In
      the event that (i) a determination is made that Indemnitee is not entitled
      to
      indemnification hereunder, (ii) payments are not made pursuant to Section 8
      hereof or (iii) payment or other good faith action by the Company has not been
      timely made following a determination of entitlement to indemnification pursuant
      to Section 9 hereof, Indemnitee shall be entitled to seek an adjudication in
      an
      appropriate court of competent jurisdiction as to Indemnitee's entitlement
      to
      such indemnification.




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MANCHESTER
                  INC.
              Indemnification
                  Agreement


(b)  In
      the
      event a determination has been made in accordance with the procedures set forth
      in Section 9 hereof, in whole or in part, that Indemnitee is not entitled to
      indemnification, any judicial proceeding or arbitration referred to in
      paragraph (a) of this Section 10 shall be de  novo and
      Indemnitee shall not be prejudiced by reason of any such prior determination
      that Indemnitee is not entitled to indemnification, and the Company shall bear
      the burdens of proof specified in paragraphs 6 and 9 hereof in such
      proceeding.





(c)  If
      a
      determination is made or deemed to have been made pursuant to the terms of
      Section 9 or 10 hereof that Indemnitee is entitled to indemnification, the
      Company shall be bound by such determination in any judicial proceeding or
      arbitration in the absence of (i) a misrepresentation of a material fact by
      Indemnitee; (ii) a final judicial determination that all or any part of such
      indemnification is expressly prohibited by law or (iii) a determination that
      Indemnitee did not perform in accordance with requisite terms and conditions
      for
      such Indemnification under Section 4 hereof.





(d)  The
      Company and Indemnitee agree that they shall be precluded from asserting that
      the procedures and presumptions of this Agreement are not valid, binding and
      enforceable. The Company and Indemnitee further agree to stipulate in any such
      court that the Company and Indemnitee are bound by all of the provisions of
      this
      Agreement and are precluded from making any assertion to the
      contrary.





(e)  To
      the
      extent deemed appropriate by the court, interest shall be paid by the Company
      to
      Indemnitee at a reasonable interest rate for amounts which the Company
      indemnifies or is obliged to indemnify the Indemnitee for the period commencing
      with the date on which Indemnitee requested indemnification (or reimbursement
      an
      Expense) and ending with the date on which such payment is made to Indemnitee
      by
      the Company.





11.  Expenses Incurred by Indemnitee to Enforce this Agreement .  In
      the event that Indemnitee is a party to or intervenes in any proceeding in
      which
      the validity or enforceability of this Agreement is at issue or seeks an
      adjudication to enforce Indemnitee's rights under, or to recover damages for
      breach of, this Agreement, Indemnitee, if Indemnitee prevails in whole in such
      action, shall be indemnified by the Company against, any reasonable Expenses
      incurred by Indemnitee. If it is determined that Indemnitee is entitled to
      indemnification for part (but not all) of the indemnification so requested,
      Expenses incurred in seeking enforcement of such partial indemnification shall
      be reasonably prorated among the claims, issues or matters for which the
      Indemnitee is entitled to indemnification and for claims, issues or matters
      for
      which the Indemnitee is not so entitled.





12.  Non-Exclusivity .  The
      rights of indemnification as provided by this Agreement shall not be deemed
      exclusive of any other rights to which Indemnitee may at any time be entitled
      under or by reason of applicable law, any certificate of incorporation or
      by-laws, any agreement, any vote of stockholders or any resolution of directors
      or otherwise. To the extent Indemnitee would be prejudiced thereby, no
      amendment, alteration, rescission or replacement of this Agreement or any
      provision hereof shall be effective as to Indemnitee with respect to any action
      taken or omitted by such Indemnitee in Indemnitee's position with the Company
      or
      an Affiliate or any other entity which Indemnitee is or was serving at the
      request of the Company prior to such amendment, alteration, rescission or
      replacement.




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MANCHESTER
                  INC.
              Indemnification
                  Agreement


13.  Duration of Agreement .
      This
      Agreement shall apply to any claim asserted and any Losses and Expenses incurred
      in connection with any claim asserted on or after the effective date of this
      Agreement and shall continue until and terminate upon the later of: (a) 10
      years
      after Indemnitee has ceased to occupy any of the positions or have any of the
      relationships described in Sections 3, 4 or 5 of this Agreement; or
      (b) lapse of the applicable statute of limitations pertaining to pending or
      threatened Proceedings of the kind described herein with respect to Indemnitee.
      This Agreement shall be binding upon the Company and its successors and assigns
      and shall inure to the benefit of Indemnitee and Indemnitee's spouse, assigns,
      heirs, devisee, executors, administrators or other legal
      representatives.





14.  Severability .
      Should
      any part, term or condition hereof be declared illegal or unenforceable or
      in
      conflict with any other law, the validity of the remaining portions or
      provisions of this Agreement shall not be affected thereby, and the illegal
      or
      unenforceable portions of the Agreement shall be and hereby are redrafted to
      conform with applicable law, while leaving the remaining portions of this
      Agreement intact.





15.  Counterparts .
      This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original, but all of which together shall constitute one and the same
      document.





16.  Headings .
      Section
      headings are for convenience only and do not control or affect meaning or
      interpretation of any terms or provisions of this Agreement.





17.  Modification and Waiver .
      No
      supplement, modification or amendment of this Agreement shall be binding unless
      executed in writing by each of the parties hereto.





18.  No Duplicative Payment .
      The
      Company shall not be liable under this Agreement to make any payment of amounts
      otherwise indemnifiable hereunder if and to the extent that Indemnitee has
      otherwise actually received such payment (net of Expenses incurred in collecting
      such payment) under this Agreement, any insurance policy, contract, agreement
      or
      otherwise.





19.  Notices .
      All
      notices, requests, demands and other communications provided for by this
      Agreement shall be in writing (including telecopier or similar writing) and
      shall be deemed to have been given at the time when mailed in a registered
      or
      certified postpaid envelope in any general or branch office of the United States
      Postal Service, or sent by Federal Express or other similar overnight courier
      service, addressed to the address of the parties stated below or to such changed
      address as such party may have fixed by notice or, if given by telecopier,
      when
      such telecopy is transmitted and the appropriate answer back is
      received.





(a)  If
      to
      Indemnitee, to the address of record on file with the Company.




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MANCHESTER
                  INC.
              Indemnification
                  Agreement
   (b)  If
      to the
      Company to:





MANCHESTER
      INC.


100
      Crescent Court, 7 th Floor


Dallas,
      Texas 75201





with
      a
      copy to:





Wuersch
      & Gering LLP


100
      Wall
      Street, 21 st Floor


New
      York,
      NY 10005


Attention:
      Travis L. Gering, Esq.


Phone:
      (212) 509-5050


Fax:
      (212) 509-9559





20.  GOVERNING LAW .
      THE
      PARTIES AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
      ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF INCORPORATION
      OF
      THE COMPANY WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES
      THEREOF.





21.  Entire Agreement .
      Subject
      to the provisions of Section 12 hereof, this Agreement constitutes the
      entire understanding between the parties and supersedes all proposals,
      commitments, writings, negotiations and understandings, oral and written, and
      all other communications between the parties relating to the subject matter
      of
      this Agreement. This Agreement may not be amended or otherwise modified except
      in writing duly executed by all of the parties. A waiver by any party of any
      breach or violation of this Agreement shall not be deemed or construed as a
      waiver of any subsequent breach or violation thereof.





[Signature
      Page to follow]




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MANCHESTER
                INC.
            Indemnification
                Agreement





IN
      WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement
      as of the date first above written.




**MANCHESTER
              INC.**By:
            /s/ Richard
              GainesName:Richard
              GainesTitle:Corporate
              Secretary and Director




INDEMNITEE:/s/
            Rick
              StanleyName:Rick
              StanleyTitle:Manchester
                Indiana CEO





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