EMPLOYMENT AGREEMENT


            EMPLOYMENT AGREEMENT, dated March 13, 2006 (the "Agreement"), by and
among  Manchester  Inc., a Nevada  corporation  (the  "Company"),  and Norman R.
Thoennes (the "Executive").

            WHEREAS,  the Company desires to initially  engage Mr. Thoennes as a
consultant to assist the Company with the development of its Buy Here / Pay Here
car business;

            WHEREAS,  upon the effectiveness of the Company  obtaining  adequate
directors and officers'  insurance (the "D&O Effective Date"),  Mr. Thoennes has
agreed to commence service as Chief Executive Officer of the Company;

            NOW  THEREFORE,  in  consideration  of the  premises  and the mutual
agreements made herein, the Company and Mr. Thoennes agree as follows:

            1.  Employment;  Duties.  The Company  shall engage the Executive to
serve as a  consultant  to the Company  and as of the D&O  Effective  Date,  the
Company shall employ Mr. Thoennes as Chief Executive Officer of the Company. The
Executive  shall  serve  the  Company  in  such  respective   capacity  for  the
"Engagement  Period" as defined in Section 2. The  Executive  agrees that during
the term of his  employment  hereunder,  he  shall  devote  at least  50% of his
professional working time, attention, knowledge and experience and give his best
effort,  skill and  abilities  to promote  the  business  and  interests  of the
Company. The precise duties, responsibilities and authority of the Executive may
be expanded,  limited or modified,  from time to time, at the  discretion of the
Board of Directors of the Company or a committee of the Board to which the Board
has delegated such authority  (collectively,  the "Board").  In connection  with
this  responsibility,  the Executive will submit written progress reports to the
Board as requested.  The Executive  agrees to faithfully and diligently  perform
such duties as may from time to time be assigned to the Executive by the Board.

            2. Employment  Period.  This Agreement shall have an initial term of
two (2) years to be  effective  as of March 1, 2006 and ending on  February  28,
2008 (the "Initial  Period"),  unless sooner  terminated in accordance  with the
provisions of Section 7 or Section 8. On the expiration of such Initial  Period,
this Agreement  shall  automatically  renew and continue to remain in effect for
successive one year periods,  until terminated in accordance with the provisions
of Section 7 or Section 8,  unless  either  party  provides  the other  party of
notice of non-renewal within 30 days of the anniversary of the date of execution
of this Agreement. Each effective period of this Agreement is referred to herein
as the "Employment Period."

            3.   Compensation and Benefits.

            (a) Base Compensation. The Executive shall be paid a monthly base
salary at the rate of $25,000 per month, less statutory deductions (the "Base
Salary"). The Base Salary shall be payable each month in accordance with the
Company's regular payroll practices, as the same may be modified from time to
time.


<PAGE>

            (b)  Expense  Reimbursement.  The  Executive  shall be  entitled  to
reimbursement of reasonable  out-of-pocket  expenses incurred in connection with
travel and  entertainment  related to the  Company's  business  and affairs upon
receipt of itemized  vouchers  approved in accordance  with Company policy as in
effect from time to time.

            (c)  Benefits.  The  Executive  shall be  immediately  eligible  for
participation  in Company  benefits  that may be  available  to  employees as in
effect,  including monthly reimbursement for the Executive's monthly medical and
dental insurance premiums, up to $350 per month.

            (d) Bonus.  The Executive shall receive an annual bonus of 15-25% of
base salary,  which shall be paid in accordance with  performance  milestones as
determined by the Board.

            (e) Equity Compensation. The Executive shall receive warrants and or
stock  options for the purchase of shares of Company  common stock in accordance
with the terms and  conditions of the  Company's  warrants and stock option plan
for the Executive as defined in Exhibit A.

            (f) Vacation. The Executive shall be entitled to four (4) weeks paid
vacation per calendar year, pro-rated with respect to the portion of the year in
which  employment  commenced with the Company.  Any accrued but untaken vacation
may be carried over and used up to nine months after the year in which  accrued,
but not  thereafter.  No  compensation  shall be paid for  accrued  but  untaken
vacation.

            (g) Company Vehicle. The Executive shall be entitled to the use of a
Company vehicle,  the make and model as determined by the Executive and approved
by the Board.

            (h) Director & Officers  (D&O)  Insurance  Coverage.  The  Executive
shall be  entitled  to be a named  insured  under the  Company's  D&O  Insurance
coverage.  The Executive's D&O Insurance  coverage will be  non-rescindable  and
will require that the insurance  carrier reimburse the Executive for any defense
costs  incurred by the Executive  within 30 days following  notification  by the
Executive to the  insurance  carrier of such  incurred  defense  costs.  The D&O
Insurance  policy will not contain a co-insurance  provision.  The D&O Insurance
policy will not contain any exclusions  denying coverage to the Executive unless
there was "in  fact"  wrongful  conduct  on the part of the  Executive.  The D&O
Insurance policy will contain severability  language stating that conduct of any
officer or director of the Company  will not be imputed to any other  officer or
director.  The D&O insurance policy will not contain any language that would bar
coverage for any claim  "brought by an Insured  Organization".  The Company will
retain  outside  legal  counsel to review  that the D&O  insurance  policy is in
compliance with the above provisions.  The Company will obtain for the Executive
the above D&O Insurance  coverage  within 30 days  following the signing of this
Agreement  and the Company will  completely  indemnify the Executive for any and
all defense costs until the D&O coverage for the Executive is in place.


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<PAGE>

            4.  Trade  Secrets.  The  Executive  recognizes  that  it is in  the
Company's  legitimate  business  interest to restrict his  disclosure  or use of
trade  secrets  and  confidential  information  relating  to the  Company or its
affiliates for any purpose other than in connection  with his performance of his
duties to the Company.

            5.  Return  of  Documents  and  Property.  Upon  the  expiration  or
termination of the Executive's  employment with the Company, or at any time upon
the  request  of  the  Company,   the   Executive  (or  his  heirs  or  personal
representatives)  shall  deliver to the Company (a) all  documents and materials
(including,  without  limitation,  computer files)  containing Trade Secrets and
Confidential Information relating to the Company's business and affairs, and (b)
all  documents,  materials,  equipment and other  property  (including,  without
limitation,  computer files,  computer  programs,  computer  operating  systems,
computers,  printers,  scanners, pagers, telephones,  credit cards and ID cards)
belonging to the Company,  which in either case are in the  possession  or under
the control of the Executive (or his heirs or personal representatives).

            6.  Discoveries  and  Works.  All  Discoveries  and  Works  made  or
conceived by the Executive during his employment by the Company, solely, jointly
or with others, that relate to the Company's present or anticipated  activities,
or are used or useable by the Company  shall be owned by the  Company.  The term
"Discoveries  and Works"  includes,  by way of example but  without  limitation,
Trade   Secrets  and  other   Confidential   Information,   patents  and  patent
applications,  service marks, and service mark  registrations  and applications,
trade names,  copyrights  and  copyright  registrations  and  applications.  The
Executive  shall (a) promptly  notify,  make full disclosure to, and execute and
deliver any documents  requested by the Company, as the case may be, to evidence
or better assure title to Discoveries and Works in the Company, as so requested,
(b)  renounce  any and all  claims,  including  but not  limited  to  claims  of
ownership and royalty,  with respect to all  Discoveries and Works and all other
property  owned or licensed by the Company,  (c) assist the Company in obtaining
or maintaining for itself at its own expense United States and foreign  patents,
copyrights,  trade  secret  protection  or  other  protection  of  any  and  all
Discoveries and Works, and (d) promptly  execute,  whether during his employment
with the Company or thereafter, all applications or other endorsements necessary
or  appropriate  to  maintain  patents  and other  rights for the Company and to
protect  the  title  of the  Company  thereto,  including  but  not  limited  to
assignments of such patents and other rights.  Any  Discoveries and Works which,
within  one  year  after  the  expiration  or  termination  of  the  Executive's
employment with the Company, are made, disclosed, reduced to tangible or written
form or  description,  or are  reduced to practice  by the  Executive  and which
pertain  to the  business  carried  on or  products  or  services  being sold or
delivered by the Company at the time of such  termination  shall, as between the
Executive and, the Company, be presumed to have been made during the Executive's
employment by the Company.  The Executive  acknowledges that all Discoveries and
Works shall be deemed  "works made for hire" under the Copyright Act of 1976, as
amended 17 U.S.C. Sect. 101.


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<PAGE>

            7.   Termination.

            (a)  Manner  of  Termination.  The  Company  and the  Executive  may
terminate this  Agreement,  with or without cause,  only in accordance  with the
provisions of this Section 7.

            (b) Termination  Without Cause. During the Employment Period, if the
Company  terminates  this Agreement  other than for cause,  the Executive  shall
receive  a lump sum  payment  equivalent  to twelve  (12)  months  salary,  plus
reimbursement  of any and all  expenses  incurred by Executive as of the date of
notice of such date,  plus payment of any and all bonus  payments  payable as of
such date,  and,  subject to the terms and  conditions  of the option  agreement
summarized  in Exhibit A, all of such equity  instruments  that would  otherwise
vest and become exercisable within the six (6) months immediately  following the
date of notice of termination other than for cause,  shall as of such date fully
and  irrevocably  vest and  become  exercisable  and/or  non-forfeitable  by the
Executive  until the first  anniversary  of the  termination  of the  Optionee's
employment  (but in no event  beyond the  expiration  of the stated term of such
instrument),  and all of such  payments  and vesting of such equity  instruments
shall  completely and fully discharge any and all obligations and liabilities of
the Company to the Executive with respect to this Agreement.

            (c) Termination for Cause.  The Company may terminate this Agreement
for cause at any time during the Employment  Period  effective  immediately upon
giving written  notice of  termination  to the  Executive.  For purposes of this
Agreement,  "cause" shall mean,  with respect to the  Executive,  (i) any act of
fraud or  dishonesty,  willful  misconduct or negligence in connection  with the
Executive's duties, (ii) a breach by the Executive of any provision hereof or of
any  contractual  or legal  fiduciary  duty to the Company  (including,  but not
limited to, the unauthorized  disclosure of Trade Secrets or other  Confidential
Information,  non-compliance with the policies, guidelines and procedures of the
Company or engaging  during his  employment in any other  employment or business
without the express written approval of the Company's Board of Directors), (iii)
the arrest of the Executive for the commission of a felony,  whether or not such
alleged felony was committed in connection  with the Company's  business or (iv)
the   commencement  of  any  bankruptcy   proceedings   (whether   voluntary  or
involuntary),  the  appointment of a trustee or receiver for he Executive or the
general assignment of the Executive's assets to his creditors.

            (d)  Termination  by Executive.  The  Executive  may terminate  this
Agreement  with or  without  cause  at any time  during  the  Employment  Period
effective  immediately upon giving written notice of termination to the Company.
For purposes of this Agreement,  with respect to the Company, "cause" shall mean
the failure to pay any amounts due Executive hereunder (and not disputed in good
faith by the Company) within two months after their due date.

            (e) Effect of Termination. Except as provided in Section 8 below, in
the event this Agreement is terminated, the Executive's rights and the Company's
obligations  hereunder shall cease as of the effective date of the  termination,
including,  without limitation,  the right to receive Base Salary, bonus and all
other  compensation,   expense  allowance  or  benefits  provided  for  in  this
Agreement,  and the Executive shall not be entitled to any further compensation,
expense allowance,  benefits,  or severance  compensation of any kind, and shall
have no  further  right or  claim to any  compensation,  benefits  or  severance
compensation  under this  Agreement  or  otherwise  against  the  Company or its
subsidiaries and affiliates,  from and after the date of such  termination.  For
purposes  of  clarity,  in the  event of a  termination  of this  Agreement  the
Executive  shall not be  entitled  to any  bonus  other  than any bonus  payable
through the date of notice of such termination.


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<PAGE>

            (f)  Change  in  Control  Termination.   Notwithstanding  any  other
provision in this Agreement,  in the event the  Executive's  employment with the
Company  is  terminated  by the  Company  following  a Change  in  Control,  the
Executive  shall  receive  within  ten  (10)  calendar  days of  notice  of such
termination,  in lieu of the payment specified in Section 7(b) above, a lump sum
payment  equivalent to twelve (12) months salary,  plus reimbursement of any and
all expenses  incurred by Executive as of such date, plus payment in full of any
and all  prospective  annual bonus payments with respect to the next  succeeding
twelve (12) month Employment Period, and, subject to the terms and conditions of
the  option  agreement  attached  hereto  as  Exhibit  A,  all  of  such  equity
instruments  granted  therein  shall  fully  and  irrevocably  vest  and  become
exercisable and/or  non-forfeitable by the Executive until the first anniversary
of the  termination of the  Executive's  employment  (but in no event beyond the
expiration of the stated term of such instrument),  and all of such payments and
vesting of equity  instruments  shall completely and fully discharge any and all
obligations and liabilities of the Company to the Executive with respect to this
Agreement.

            (g) Survival. Any termination under this Section 7 is subject to the
provisions of Sections 18 and 20 hereof.

            (h)  Relinquishment  of Authority.  Notwithstanding  anything to the
contrary set forth herein, upon written notice to the Executive, the Company may
immediately  relieve  the  Executive  of all  his  duties  and  responsibilities
hereunder  and may relieve the  Executive  of  authority to act on behalf of, or
legally bind, the Company.

            (i) Change in Control.  For  purposes of this  Agreement  "Change in
Control" means (i) the acquisition  (by means of purchase,  merger or otherwise)
by any person or any two or more persons acting as a  partnership,  syndicate or
other  group  for  the  purpose  of  acquiring,  holding  or  disposing  of such
securities of beneficial ownership of fifty-one percent (51%) or more of the sum
of the  amount  of the  shares of  Company  common  stock  (the  "Shares")  then
outstanding,  plus any Shares which may be issued  pursuant to the conversion or
exercise of all outstanding options, rights or warrants; or (ii) the sale of all
or substantially all of the assets of the Company.  Notwithstanding  anything to
the contrary, for purposes of this Section, a person shall not be deemed to have
made an  acquisition  of  beneficial  ownership  of Shares if such  person:  (a)
acquires  beneficial  ownership of such Shares  directly  from the Company;  (b)
assumes  beneficial  ownership of more than the  permitted  percentage of Shares
solely as a result of the  acquisition of beneficial  ownership of Shares by the
Company which, by reducing the  proportional  beneficial  ownership of Shares by
other  security  holders,  increases the  proportional  beneficial  ownership of
Shares by such  person;  or (c) is (1) the Company or any  corporation  or other
person of which a majority  of its  voting  power or its  equity  securities  or
equity  interest is owned  directly or indirectly by the Company (a  "Controlled
Entity") or is owned directly or indirectly by the  stockholders  of the Company
in the same proportion as their beneficial  ownership of Shares or (2) a trustee
or other fiduciary  holding  securities under one or more employee benefit plans
or arrangements (or any trust forming a part thereof)  maintained by the Company
or any Controlled Entity.


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<PAGE>

            8.   Disability; Death.

            (a) If,  prior  to the  expiration  of the  Employment  Period,  the
Executive shall be unable to perform his duties  hereunder by reason of physical
or mental  disability  for at least thirty (30)  consecutive  calendar days, the
Company  shall have the right to terminate  this  Agreement and the remainder of
the Employment  Period by giving written notice to the Executive to that effect.
Immediately  upon  the  giving  of such  notice,  the  Employment  Period  shall
terminate.

            (b) Upon termination of this Agreement pursuant to Section 8(a), the
Executive  shall (i) be paid his Base  Salary  and bonus  (if any)  through  the
effective date of such termination. All other compensation and benefits provided
for in Section 3 of this  Agreement  shall  cease upon  termination  pursuant to
Section 8(a).

            (c) In the  event  of a  dispute  as to  whether  the  Executive  is
disabled within the meaning of Section 8(a),  either party may from time to time
request a medical  examination  of the  Executive  by a doctor  appointed by the
Chief of Staff of a hospital selected by mutual agreement of the parties,  or as
the parties may otherwise  agree, and the written medical opinion of such doctor
shall be conclusive and binding upon the parties as to whether the Executive has
become  disabled and the date when such disability  arose.  The cost of any such
medical examination shall be borne by the requesting party.

            (d) If,  prior to the  expiration  of the  Employment  Period or the
termination of this Agreement,  the Executive shall die, the Executive's  estate
shall be paid his Base Salary and a pro rated  portion of his bonus (if any) and
other  compensation or expense allowance then due. Any bonus payable pursuant to
this  Section 8(c) shall be payable on the first bonus  payment  date  following
such  termination.  Except as otherwise  provided in this Section 8(d), upon the
death of the Executive,  the Employment  Period shall terminate  without further
notice and the Company shall have no further obligations  hereunder,  including,
without limitation,  obligations with respect to compensation, expense allowance
and  benefits  provided  for in Section 3 of this  Agreement,  other than as set
forth in the immediately preceding sentence.

            (e)  Any  termination  under  this  Section  8  is  subject  to  the
provisions of Section 18 hereof.

            9. No Conflicts. The Executive has represented and hereby represents
to the Company and its affiliates  that the execution,  delivery and performance
by the Executive of this Agreement do not conflict with or result in a violation
or breach of, or constitute  (with or without notice or lapse of time or both) a
default under any contract, agreement or understanding, whether oral or written,
to which  the  Executive  is a party or of which the  Executive  is or should be
aware and that there are no restrictions,  covenants,  agreements or limitations
on his right or ability to enter into and perform  the terms of this  Agreement,
and agrees to indemnify  and save the Company and its  affiliates  harmless from
any liability, cost or expense, including attorney's fees, based upon or arising
out of any such restrictions,  covenants, agreements, or limitations that may be
found to exist.


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<PAGE>

            For purposes of this Agreement, "affiliate" shall include any person
or entity directly or indirectly controlled by or controlling the Company.

            10. Non-competition. Except as authorized by the Board of Directors,
during the Engagement Period Executive will not (except as an officer, director,
stockholder,  employee,  agent or consultant of the Company or any subsidiary or
affiliate thereof)  directly,  own, manage,  operate,  join, or have a financial
interest in, control or participate in the ownership,  management,  operation or
control of, or be employed as an employee, agent or consultant,  or in any other
individual  or  representative  capacity for any business  which is directly and
geographically competitive within a 25 mile radius of any business carried on or
planned  to be  carried  on by  the  Company  or  any  of  its  subsidiaries  or
affiliates.

            11.  Non-Solicitation.  During the Restricted Period, the Executive,
directly or indirectly,  whether for his account or for the account of any other
individual  or  entity,  shall not  solicit or canvas  the  trade,  business  or
patronage of, or sell to, any individuals or entities that were either customers
of the Company  during the time the  Executive  was employed by the Company,  or
prospective  customers  with  respect to whom a sales  effort,  presentation  or
proposal was made by the Company or its  affiliates,  during the one year period
prior to the  termination or expiration of this  Agreement,  as the case may be.
The Executive  further agrees that during the Restricted  Period,  he shall not,
directly or indirectly,  (i) solicit,  induce, enter into any agreement with, or
attempt to influence  any  individual  who was an employee or  consultant of the
Company at any time during the time the  Executive  was employed by the Company,
to terminate his or her  employment  relationship  with the Company or to become
employed by the Executive or any  individual or entity by which the Executive is
employed  or (ii)  interfere  in any  other  way with the  employment,  or other
relationship, of any employee or consultant of the Company or its affiliates.

            12.  Enforcement.  The  Executive  agrees  that  any  breach  of the
provisions  of Sections 4, 5, 6, 10 and 11 hereof  would cause  substantial  and
irreparable harm, not readily ascertainable or compensable in terms of money, to
the Company for which  remedies at law would be inadequate and that, in addition
to any other  remedy to which the  Company  may be entitled at law or in equity,
the Company shall be entitled to  temporary,  preliminary  and other  injunctive
relief  in the  event  the  Executive  violates  or  threatens  to  violate  the
provisions of Sections 4, 5, 6, 10 or 11 hereof, as well as damages,  including,
without limitation  consequential  damages,  and an equitable  accounting of all
earnings, profits and benefits arising from such violation, in each case without
the need to post  any  security  or  bond.  Nothing  herein  contained  shall be
construed as  prohibiting  the Company  from  pursuing,  in addition,  any other
remedies available to the Company for such breach or threatened breach. A waiver
by the  Company of any breach of any  provision  hereof  shall not operate or be
construed as a waiver of a breach of any other provision of this Agreement or of
any subsequent breach by the Executive.


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<PAGE>

            13.   Determinations  by  the  Company.   All   determinations   and
calculations  with respect to this  Agreement  shall be made by the Board or any
committee  thereof to which the Board has delegated such authority in accordance
with  applicable  law,  the  certificate  of  incorporation  and  by-laws of the
Company, in its sole discretion,  and shall be final,  conclusive and binding on
all persons,  including  the Executive  and the personal  representative  of his
estate.

            14.  Successors  and  Assigns.  This  Agreement  shall  inure to the
benefit  of and  shall be  binding  upon (i) the  Company,  its  successors  and
assigns,  and any company with which the Company may merge or  consolidate or to
which the Company may sell  substantially all of its assets,  and (ii) Executive
and his executors,  administrators,  heirs and legal representatives.  Since the
Executive's  services are personal and unique in nature,  the  Executive may not
transfer,  sell or otherwise  assign his rights,  obligations  or benefits under
this Agreement.

            15.  Notices.  Any notice required or permitted under this Agreement
shall be  deemed  to have  been  effectively  made or given  if in  writing  and
personally  delivered,  mailed properly addressed in a sealed envelope,  postage
prepaid by  certified or  registered  mail,  delivered by a reputable  overnight
delivery  service  or sent by  facsimile.  Unless  otherwise  changed by notice,
notice shall be properly  addressed to the Executive if addressed to the address
of record then on file with the Company;  and properly  addressed to the Company
if addressed to:

                  MANCHESTER INC.
                  100 Crescent Court, 7th Floor
                  Dallas, Texas 75201
                  Attention:  Board of Directors

                  with a copy to:

                  Wuersch & Gering LLP
                  100 Wall Street, 21st Floor
                  New York, New York 10005
                  Telephone:  212-509-5050
                  Telecopier:  212-509-9559
                  Attention:  Travis L. Gering, Esq.

            16.  Severability.  It  is  expressly  understood  and  agreed  that
although the Company and the Executive  consider the  restrictions  contained in
this  Agreement to be reasonable and necessary for the purpose of preserving the
goodwill,  proprietary rights and going concern value of the Company, if a final
judicial  determination  is  made  by  a  court  having  jurisdiction  that  any
restriction  contained in this  Agreement  is invalid,  the  provisions  of this
Agreement  shall not be rendered void but shall be deemed amended to apply as to
such  maximum  time and  territory  and to such  other  extent as such court may
judicially determine or indicate to be reasonable.  Alternatively,  if the court
referred to above finds that any restriction  contained in this Agreement or any
remedy provided herein is  unenforceable,  and such restriction or remedy cannot
be  amended  so as to make it  enforceable,  such  finding  shall not affect the
enforceability  of  any of  the  other  restrictions  contained  therein  or the
availability  of any other remedy.  The provisions of this Agreement shall in no
respect  limit or  otherwise  affect the  Executive's  obligations  under  other
agreements with the Company.


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<PAGE>

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

            18. Effects of Termination. Notwithstanding anything to the contrary
contained  herein,  if this  Agreement  is  terminated  pursuant to Section 7 or
Section 8 or expires by its terms,  the  provisions of Sections 4, 5, 6, 10, 11,
12, 13, 14, 15, 16, 19, 20 and this Section 18 shall  continue in full force and
effect.

            19. Miscellaneous.  This Agreement constitutes the entire agreement,
and  supersedes  all prior  agreements,  of the parties  hereto  relating to the
subject matter hereof, and there are no written or oral terms or representations
made by either party other than those contained herein. This Agreement cannot be
modified,  altered or amended except by a writing signed by all the parties.  No
waiver by either party of any  provision  or condition of this  Agreement at any
time shall be deemed a waiver of such  provision  or  condition  at any prior or
subsequent  time or of any other provision or condition at the same or any prior
or subsequent time.

            20. Governing Law; Arbitration.

            (a) This Agreement  shall be governed by and construed in accordance
with the  domestic  laws of the State of  Nevada  without  giving  effect to any
choice of law or  conflict  of law  provision  or rule  (whether of the State of
Nevada or any other  jurisdiction)  that would cause the application of the laws
of any jurisdiction other than the State of Nevada.

            (b) The parties  hereto agree to submit to  arbitration  any and all
matters  in  dispute  or in  controversy  among  them  concerning  the terms and
provisions  of this  Agreement.  All such  disputes and  controversies  shall be
determined and adjudged by the decision of an arbitrator  (hereinafter sometimes
called the  "Arbitrator")  selected by mutual agreement of the parties hereto or
if the parties hereto fail to reach agreement on the Arbitrator  within ten days
after a party  has  notified  the  other of its  interest  to submit a matter to
arbitration,  the  Arbitrator  shall be  selected  by the  American  Arbitration
Association  upon  application  made  to it for  such  purpose  by the  parties.
Arbitration shall take place in Dallas, Texas or such other place as the parties
hereto may agree in writing. The Arbitrator shall reach and render a decision in
writing with respect to the amount,  if any, of payment  respecting the disputed
matter.  The  arbitration  proceedings  shall  be held in  accordance  with  the
applicable  rules of the American  Arbitration  Association.  Any award rendered
shall be final and  conclusive  upon the parties and  adjudgment  thereon may be
entered  in  the  highest  court  of  the  forum,   state  or  federal,   having
jurisdiction.  The fees and expenses of the Arbitrator  and the respective  fees
and  expenses  of the parties  hereto in  connection  with any such  arbitration
(including,  without  limitation,  reasonable fees and expenses of legal counsel
and  consultants)  shall be paid by the party  against  whom a  decision  by the
Arbitrator is rendered.


                                        9
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                            [Signature Page Follows]


                                       10
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            IN WITNESS  WHEREOF,  the  parties  have  executed  this  Employment
Agreement as of the day and year first above written.


                              /s/ Norman R. Thoennes
                              ------------------------------------------------
                              NORMAN R. THOENNES


                              MANCHESTER INC.


                                 By:  /s/ Richard Gaines
                                      ----------------------------------------
                                      Name:  Richard Gaines
                                      Title: Corporate Secretary and Director


                                       11
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                                                                       Exhibit A

                           [Option Agreement Attached]


                                       12
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