SECURITY
      AGREEMENT




dated
      as
      of




December
      28, 2006




among




MANCHESTER
      INC.,


MANCHESTER
      INDIANA ACCEPTANCE, INC.,


MANCHESTER
      INDIANA OPERATIONS, INC.,




as
      Guarantors,




THE
      BANK
      OF NEW YORK TRUST COMPANY, N.A.,




as
      the
      Collateral Agent




and




PALM
      BEACH MULTI-STRATEGY FUND, L.P.,




as
      Lender
















**TABLE
      OF CONTENTS**


PageARTICLE
                  I DEFINITIONS
              4SECTION
                  1.01
              Definitions
              4SECTION
                  1.02
              Other
                  Definitional Provisions
              6ARTICLE
                  II REPRESENTATIONS AND WARRANTIES
              6SECTION
                  2.01
              Representations
                  and Warranties of Guarantors
              6ARTICLE
                  III COVENANTS
              10SECTION
                  3.01
              Certain
                  Affirmative Covenants of Guarantors
              10SECTION
                  3.02
              Financial
                  Covenants
              12SECTION
                  3.03
              Negative
                  Covenants
              12SECTION
                  3.04
              Covenants
                  by Manchester
              13SECTION
                  3.05
              Covenants
                  by MIO
              13SECTION
                  3.06
              Financial
                  Reports
              13ARTICLE
                  IV GUARANTOR ACCOUNTS
              15SECTION
                  4.01
              Guarantor
                  Accounts
              15ARTICLE
                  V REMEDIES
              15SECTION
                  5.01
              Remedies
              15SECTION
                  5.02
              No
                  Waiver
              17SECTION
                  5.03
              Appointment
                  Of Lender As Attorney-In-Fact
              17ARTICLE
                  VI EXPENSES AND INDEMNITIES
              18SECTION
                  6.01
              Payment
                  For Expenses
              18ARTICLE
                  VII COLLATERAL AGENT
              18SECTION
                  7.01
              Exculpation,
                  Collateral Agent’s Reliance, Etc
              18SECTION
                  7.02
              Benefitof
                  Article 7
              19SECTION
                  7.03
              ResignationAnd Removal Of Collateral Agent
              19SECTION
                  7.04
              Notice
                  of Guarantor Default
              19ARTICLE
                  VIII MISCELLANEOUS
              20SECTION
                  8.01
              Notices
              20SECTION
                  8.02
              Prior
                  Agreements Superseded
              20SECTION
                  8.03
              Parties
                  Bound
              20SECTION
                  8.04
              No
                  Third Party Beneficiary
              20SECTION
                  8.05
              Execution
                  In Counterparts
              20SECTION
                  8.06
              Severability
                  Of Provisions
              20SECTION
                  8.07
              Further
                  Instruments
              20SECTION
                  8.08
              GOVERNING
                  LAW
              21SECTION
                  8.09
              CONSENT
                  OF JURISDICTION
              21SECTION
                  8.10
              WAIVER
                  OF JURY TRIAL
              21
   -i-
   SECTION
                  8.11
              TIME
                  OF ESSENCE
              22





Schedule
      I- Chief Executive Office




-ii-


**SECURITY
      AGREEMENT**




**THIS
      SECURITY AGREEMENT** dated as
      of December 28, 2006 (as amended, supplemented or otherwise modified from time
      to time in accordance with the terms hereof, this “ Security
      Agreement ”)
      is
      made among (1) Manchester Inc., a Nevada corporation (“ Manchester ”);
      Manchester Indiana Acceptance, Inc., a Delaware corporation (“ MIA ”),
      and
      Manchester Indiana Operations, Inc., a Delaware corporation (“ MIO ”)
      (together, the “ Guarantors ” **,** and
      each,
      a “ Guarantor ”),
      (2)
      The Bank of New York Trust Company, N.A., or any affiliated successor thereto,
      as collateral agent for the Secured Parties **** (in
      such
      capacity, the “ Collateral
      Agent ”)
      and
      (3) Palm Beach Multi-Strategy Fund, L.P. (the “ Lender ”).




**WITNESSETH:**




**WHEREAS** ,
      the
      Guarantors have executed that certain Guaranty (the “ Guaranty ”)
      dated
      the date hereof in favor of the Lender in respect of certain obligations of
      Manchester Indiana Funding, LLC (the “ Borrower ”)
      under
      that certain Loan and Security Agreement (the “ Loan
      Agreement ”)
      dated
      the date hereof between the Borrower and Lender, and the other Loan Documents
      (as defined in the Loan Agreement), and in respect of certain obligations of
      the
      Guarantors under the Sale and Security Agreement (as defined in the Loan
      Agreement) and the other Loan Documents;




**WHEREAS** ,
      it is a
      condition precedent to the Lender making advances to the Borrower under the
      Loan
      Agreement that the Guarantors have executed and delivered this Security
      Agreement as security for the Guarantors’ obligations under the
      Guaranty;




**WHEREAS** ,
      each
      Guarantor is duly authorized to execute and deliver this Security Agreement.
      All
      agreements made by each Guarantor herein are for the benefit and security of
      the
      Secured Parties and the Collateral Agent. Each Guarantor is entering into this
      Security Agreement, and the Collateral Agent is accepting the grants created
      hereby, for good and valuable consideration, the receipt and sufficiency of
      which are hereby acknowledged; and




**WHEREAS** ,
      all
      things necessary to make this Security Agreement a valid, binding and legal
      obligation of each Guarantor, in accordance with the terms of this Security
      Agreement, have been done and performed and have happened.




**GRANTING
      CLAUSE**




NOW,
      THEREFORE, THIS SECURITY AGREEMENT WITNESSETH, that, to secure the prompt and
      complete payment of all Secured Guaranty Obligations and the performance and
      observance by each Guarantor of all the agreements, covenants and provisions
      contained in the Guaranty for the benefit of the Lender, and in consideration
      of
      the premises and of the covenants herein contained, each Guarantor does hereby
      grant, bargain, sell, assign, transfer, convey, mortgage, pledge and confirm,
      to
      the Collateral Agent and its successors and assigns, for the security and
      benefit of the Lender, a first priority security interest in and mortgage Lien
      on all estate, right, title and interest of such Guarantor in, to and under
      all
      personal property of any kind or description whatsoever, wherever located,
      whether now owned or hereafter acquired, tangible or intangible, including
      (i)
      all Accounts, Chattel Paper, Commercial Tort Claims, copyrights, Documents,
      Equipment, Financial Assets, Fixtures, General Intangibles, Goods, Guarantor
      Accounts, Instruments, Inventory, Investment Property, Letter-of-Credit Rights
      (and all letters of credit), money, Supporting Obligations and the Intellectual
      Property Collateral and (ii) without limiting the foregoing, the following
      described properties, rights, interests and privileges whether now owned or
      hereafter acquired:




-1-




1.  The
      Acquisition Agreements, including, without limitation, (i) any and all rights
      of
      any Guarantor to receive moneys under or pursuant to the Acquisition Agreements,
      (ii) any and all claims of any Guarantor for damages under or in respect of
      the
      Acquisition Agreements including, without limitation, any and all claims arising
      under any warranty or indemnity provision contained in the Acquisition
      Agreements, and (iii) any and all rights of any Guarantor to compel performance
      of the Acquisition Agreements;




2.  All
      rights of the Guarantors under the Loan Documents to which they are a party
      (other than the Guaranty and this Agreement);




3.  The
      membership interests, shares, stock and other equity interests (the
“ Equity
      Interests ”)
      of
      each and any direct and indirect subsidiary of each Guarantor (each, a
“ Equity
      Interest ”),
      all
      certificates (if any) representing or evidencing such Equity Interests, and
      all
      of the rights of the applicable member or stockholder under the related
      constitutional documents, and all present and future rights of the applicable
      member to receive payment of money or other distributions, dividends or payments
      arising out of or in connection with such Equity Interests and its rights under
      such constitutional documents;




4.  All
      debt
      securities, indebtedness and liabilities now or hereafter issued to, owed to
      or
      held by any Guarantor, in each
      case whether direct or indirect, joint or several, absolute or contingent,
      liquidated or unliquidated and
      whether now or hereafter outstanding, together
      with all
      certificates, promissory notes, Instruments, Chattel Paper or other
      documents representing or evidencing any of the foregoing (collectively, the
      “ Pledged
      Debt Interests ”);




5.  Each
      Guarantor Account, all security entitlements with respect to all Financial
      Assets credited from time to time to the Guarantor Accounts, all dividends,
      distributions, return of capital, interest, Cash, Instruments and other property
      from time to time received, receivable or otherwise distributed in respect
      of or
      in exchange for any or all of such security entitlements or such Financial
      Assets and all subscription warrants, rights or options issued thereon or with
      respect thereto, and all certificates and Instruments, if any, from time to
      time
      representing or evidencing the Guarantor Accounts;




6.  All
      Accounts, Chattel Paper, Instruments, General Intangibles and other obligations
      of any kind, whether or not arising out of or in connection with the sale or
      lease of Goods or the rendering of services and whether or not earned by
      performance, and all rights now or hereafter existing in and to all security
      agreements, leases, charters and other contracts securing or otherwise relating
      to any such Accounts, Chattel Paper, Instruments, General Intangibles or
      obligations;




7.  All
      rents, issues, profits, revenues, insurance or requisition proceeds and other
      income of the property subjected or required to be subjected to the Lien of
      this
      Security Agreement and all other property of the Guarantors, whether tangible
      or
      intangible, now owned or hereafter acquired; and




-2-




together
      with, to the extent not otherwise included above, all Proceeds and products
      of
      any and all of the foregoing (or of such Proceeds and products). All of the
      foregoing is collectively referred to herein as the “ Guaranty
      Collateral ”.




HABENDUM
      CLAUSE




TO
      HAVE
      AND TO HOLD all and singular the aforesaid property unto the Collateral Agent,
      its successors and assigns, in trust, for the benefit and security of the
      Lender, and for the uses and purposes and subject to the terms and provisions
      set forth in this Security Agreement.




It
      is
      expressly agreed that anything herein contained to the contrary notwithstanding,
      each Guarantor shall remain liable under each of the agreements and contracts
      included in the Guaranty Collateral to which such Guarantor is a party (the
      “ Collateral
      Documents ”)
      and to
      perform all of the obligations assumed by such Guarantor thereunder, all in
      accordance with and pursuant to the terms and provisions thereof, and that
      the
      Collateral Agent and the Secured Parties shall have no obligation or liability
      under any thereof by reason of or arising out of the assignment hereunder,
      nor
      shall any of the Secured Parties be required or obligated in any manner to
      perform or fulfill any obligations of any Guarantor under or pursuant to any
      of
      the Collateral Documents, except as herein expressly provided, to make any
      payment, to make any inquiry as to the nature or sufficiency of any payment
      received by it or present or file any claim, or take any action to collect
      or
      enforce the payment of any amounts which may have been assigned to it or to
      which it may be entitled at any time or times.




Each
      Guarantor does hereby constitute the Collateral Agent the true and lawful
      attorney of such Guarantor, irrevocably, with full power (in the name of such
      Guarantor or otherwise) to ask, require, demand, receive, compound and give
      acquittance for any and all monies and claims for monies (in each case including
      insurance and requisition proceeds) due and to become due under or arising
      out
      of the Collateral Documents and all other property which now or hereafter
      constitutes part of the Guaranty Collateral, to endorse any checks or other
      Instruments or orders in connection therewith and to file any claims or to
      take
      any action or to institute any proceedings which the Collateral Agent may deem
      to be necessary or advisable in the premises.




Each
      Guarantor agrees that at any time and from time to time, upon the written
      request of the Collateral Agent, such Guarantor will promptly and duly execute
      and deliver or cause to be duly executed and delivered any and all such further
      instruments and documents as the Collateral Agent may reasonably deem desirable
      in obtaining the full benefits of the assignment hereunder and of the rights
      and
      powers granted herein.




Each
      Guarantor does hereby warrant and represent that it has not assigned or pledged,
      and hereby covenants that it will not assign or pledge, so long as this Security
      Agreement shall remain in effect and shall not have been terminated pursuant
      to
      its terms, any of its estate, right, title or interest hereby assigned, to
      anyone other than the Collateral Agent, and that, with respect to such right,
      title and interest hereby assigned, it will not, except as expressly provided
      in
      this Security Agreement and the Guaranty, (i) enter into any agreement amending
      or supplementing any of the Collateral Documents, (ii) execute any waiver or
      modification of, or consent under, the terms of any of the Collateral Documents,
      (iii) settle or compromise any claim arising under any of the Collateral
      Documents, or (iv) submit or consent to the submission of any dispute,
      difference or other matter arising under or in respect of any of the Collateral
      Documents to arbitration thereunder.




-3-




Each
      Guarantor does hereby agree that it will not take or omit to take any action,
      the taking or omission of which might result in an alteration or impairment
      of
      any of the Collateral Documents or of any of the rights created by any thereof
      or the assignment hereunder.




It
      is
      hereby further agreed that any and all property described or referred to in
      the
      Granting Clause hereof which is hereafter acquired by any Guarantor shall ipso ** facto ,
      and
      without any other conveyance, assignment or act on the part of such Guarantor
      or
      the Collateral Agent, become and be subject to the Lien herein granted as fully
      and completely as though specifically described herein, but nothing contained
      in
      this paragraph shall be deemed to modify or change the obligations of such
      Guarantor contained in the foregoing paragraphs.




IT
      IS
      HEREBY COVENANTED AND AGREED by and between the parties hereto as
      follows:


ARTICLE
        I
  DEFINITIONS
  SECTION
        1.01  Definitions .
        For all
        purposes of this Agreement, (a) terms capitalized herein that are not defined
        herein shall have the meanings given to them in the Guaranty or the Loan
        Agreement and (b) the following terms which are defined in the UCC are used
        herein as so defined: Accounts, Cash, Chattel Paper, Commercial Tort Claim,
        Deposit Account, Document, Equipment, Financial Assets, Fixtures, General
        Intangible, Goods, Instrument, Inventory, Investment Property, Letter-of-Credit
        Right, letter of credit, money, Proceeds, promissory note, Securities Account
        and Supporting Obligation.
  In
        addition, the following terms shall have the meaning herein
        specified:
  “ Acquisition
        Agreements ”
means
        the (i) Stock Purchase Agreement, dated December 2, 2006, by and among
        Manchester, MIO, MIA and the shareholders of each of GNAC, Inc., an Indiana
        corporation (“GNAC”) and F.S. English, Inc., an Indiana corporation (“FSE”), and
        (ii) the Employment Agreement, dated **** the
        date
        hereof, between MIO and Rick L. Stanley.
  “ Guarantor
        Accounts ”
means
        all accounts of the Guarantors (except the Blocked Account) as of the date
        hereof with any bank or financial institution, details of which have been
        given
        to Lender.
  “ Guarantor
        Account Control Agreements ”
means
        the account control agreements entered into in accordance with Section 4.01
        hereof.
  -4-
  “ Guarantor
        Default ”
means
        any breach by any Guarantor of any of its obligations, covenants or agreements
        under the Guaranty or this Agreement, or any event which with the passage
        of
        time or notice or both would constitute such a breach.
  “ Intellectual
        Property Collateral ”
means,
        collectively, (a)(i) all computer and other electronic data processing hardware,
        (ii) all software programs, (iii) all firmware associated therewith, (iv)
        all
        documentation with respect to such hardware, software and firmware described
        in
        the preceding clauses (i) through (iii) and (v) all rights with respect to
        all
        of the foregoing, (b) all copyrights of each Guarantor and all applications
        for
        registration thereof, (c)(i) all letters patent and applications for letters
        patent throughout the world, (ii) all patent licenses of each Guarantor,
        (iii)
        all reissues, divisions, continuations, continuations-in-part, extensions,
        renewals and reexaminations of any of the items described in the preceding
        clauses (i) and (ii), and (iii) all proceeds of, and rights associated with,
        the
        foregoing, (d) all trademarks, trade names, corporate names, company names,
        business names, fictitious business names, trade styles, service marks,
        certification marks, collective marks, logos, other source of business
        identifiers, prints and labels on which any of the foregoing have appeared
        or
        appear, designs and General Intangibles of a like nature, in each case, of
        the
        Guarantor and (e) common law and statutory trade secrets and all other
        confidential or proprietary or useful information and all know-how obtained
        by
        or used in or contemplated at any time for use in the business of the Guarantor.
  “ Interest
        Coverage Ratio ”
shall
        mean the fraction, expressed as a ratio, the numerator of which shall be
        (i) the consolidated interest income of MIA and MIO according to GAAP and
        the denominator of which shall be (ii) the consolidated interest expense of
        MIA and MIO according to GAAP.
  “ Leverage
        Ratio ”
means,
        the fraction, expressed as a ratio, the numerator of which is equal to
        (i) (a) the consolidated liabilities of MIA and MIO according to GAAP,
        less (b) any consolidated subordinate debt of MIA and MIO according to
        GAAP, and the denominator of which is equal to (ii) (x) the Tangible
        Net Worth, plus (y) any consolidated subordinate debt of MIA and MIO
        according to GAAP.
  “ Secured
        Guaranty Obligations ”
means
        all obligations and liabilities of the Guarantors under the
        Guaranty.
  “ Servicer
        Termination Event ”
shall
        have the meaning given to that term in the Sale and Servicing
        Agreement.
  “ Tangible
        Net Worth ”
means
        (i) the consolidated stockholders’ equity, according to GAAP, of the
        following Manchester subsidiaries: Nice Cars Acceptance AcquisitionCo, Inc.
        (“ NCAC ”),
        Nice
        Cars Operations AcquisitionCo, Inc. (“ NCAC ”),
        MIA
        and MIO, less (ii) any intangible assets of NCAC, NCOC, MIA and MIO
        according to GAAP.
  “ UCC ”
means
        the Uniform Commercial Code as in effect from time to time in the State of
        New
        York; provided that if
        by reason of mandatory provisions of law, the perfection or the effect of
        perfection or non-perfection of the security interest in any item or portion
        of
        the Guaranty Collateral is governed by the Uniform Commercial Code as in
        effect
        in a jurisdiction other than the State of New York, “UCC” shall mean the Uniform
        Commercial Code as in effect in such other jurisdiction for purposes of the
        provisions hereof relating to such perfection or effect of perfection or
        non-perfection.
  -5-
  “ Vehicle ”
means
        a
        new or used automobile, light truck, van or minivan, together with all
        accessions thereto.
  SECTION
        1.02  Other
        Definitional Provisions .
        The
        definitions of terms herein shall apply equally to the singular and plural
        forms
        of the terms defined. Whenever the context may require, any pronoun shall
        include the corresponding masculine, feminine and neuter forms. The words
        “include”, “includes” and “including” shall be deemed to be followed by the
        phrase “without limitation”. The word “will” shall be construed to have the same
        meaning and effect as the word “shall”. Unless the context requires otherwise
        (a) any definition of or reference to any agreement, instrument or other
        document herein shall be construed as referring to such agreement, instrument
        or
        other document as from time to time amended, supplemented or otherwise modified
        (subject to any restrictions on such amendments, supplements or modifications
        set forth herein), (b) any reference herein to any Person shall be construed
        to
        include such Person’s successors and assigns, (c) any reference to any statute
        or act shall include all related current regulations and all amendments and
        any
        successor statutes, acts and regulations (and any reference to any statute
        or
        act, without additional reference, shall be deemed to refer to federal statutes
        and acts of the United States), (d) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this
        Agreement in its entirety and not to any particular provision hereof, (e)
        all
        references herein to Articles, Sections, Exhibits and Schedules shall be
        construed to refer to Articles and Sections of, and Exhibits and Schedules
        to,
        this Agreement and (f) the words “asset” and “property” shall be construed to
        have the same meaning and effect and to refer to any and all tangible and
        intangible assets and properties, including money, Securities, Accounts and
        contract rights.
  ARTICLE
        II
  REPRESENTATIONS
        AND WARRANTIES
  SECTION
        2.01  Representations
        and Warranties of Guarantors .
        The
        Guarantors jointly and severally represent and warrant as follows:
  (a)  Each
        Guarantor is a corporation duly incorporated, validly existing and in good
        standing under the laws of the state of its incorporation, is duly qualified
        to
        do business and is in good standing as a foreign corporation in all states
        where
        such qualification is required, has all necessary corporate power and authority
        to enter into this Agreement and each of the other Loan Documents to which
        it is
        a party and to perform all of its obligations hereunder and
        thereunder.
  (b)  Each
        Guarantor operates its business only under the assumed names listed on Schedule
        5.1(b) of Schedule A attached to the Loan Agreement.
  (c)  Each
        Guarantor has all requisite right and power and is duly authorized and empowered
        to enter into, execute, deliver and perform this Agreement and each other
        Loan
        Document to which it is a party and this Agreement and each other Loan Document
        to which it is a party are the legal, valid and binding obligations of such
        Guarantor and are enforceable against such Guarantor in accordance with their
        terms.
  -6-
  (d)  The
        execution, delivery and performance by each Guarantor of this Agreement and
        the
        other Loan Documents to which it is a party does not and shall not (i) violate
        any provision of any Law, order, writ, judgment, injunction, decree,
        determination or award presently in effect having applicability to such
        Guarantor; (ii) violate any provision of its charter documents or bylaws;
        or
        (iii) result in a breach of or constitute a default under any indenture or
        loan
        or credit agreement or any other agreement, lease or instrument to which
        such
        Guarantor is a party or by which it or any of its assets or properties may
        be
        bound or affected; and no Guarantor is in default of any such Law, order,
        writ,
        judgment, injunction, decree, determination or award or any such indenture,
        agreement, lease or instrument.
  (e)  No
        consent, approval, license, exemption of or filing or registration with,
        giving
        of notice to, or other authorization of or by, any court, administrative
        agency
        or other governmental authority is or shall be required in connection with
        the
        execution, delivery or performance by any Guarantor of this Agreement or
        any
        other Loan Document for the valid consummation of the transactions contemplated
        hereby or thereby.
  (f)  No
        event
        has occurred and is continuing which constitutes a Guarantor Default. There
        is
        no action, suit, proceeding or investigation pending or threatened against
        or
        affecting any Guarantor before or by any court, administrative agency or
        other
        governmental authority that brings into question the validity of the
        transactions contemplated hereby, or that might result in any Material Adverse
        Effect.
  (g)  No
        Guarantor is in default in the payment of any taxes levied or assessed against
        it or any of its assets or properties, except for taxes being contested in
        good
        faith and by appropriate proceedings and for which adequate reserves have
        been
        made.
  (h)  Each
        Guarantor has good and marketable title to its assets and properties as
        reflected in its financial statements furnished to Lender.
  (i)  Each
        of
        the financial statements furnished to Lender by the Guarantors was prepared
        in
        accordance with GAAP and fairly and accurately reflects their financial
        condition as of the date thereof; and each Guarantor hereby certifies that
        there
        have been no Material Adverse Effects, since the date of such statements,
        and
        there are no known contingent liabilities not provided for or disclosed in
        such
        statements.
  (j)  Neither
        this Agreement, the Guaranty or any statement or document referred to herein
        or
        delivered to any Secured Party or the Custodian by any Guarantor contains
        any
        untrue statement of a material fact or omits to state a material fact necessary
        to make the statements made herein or therein not misleading.
  (k)  The
        Guarantors have good, indefeasible and merchantable title to and ownership
        of
        the Guaranty Collateral, free and clear of all Liens, except those of the
        Collateral Agent for the benefit of Lender.
  -7-
  (l)  All
        books, records and documents relating to the Guaranty Collateral are and
        shall
        be genuine and in all respects what they purport to be.
  (m)  Each
        place of business of each Guarantor is only at the locations set forth in
        Section 5.1(n) of Schedule A attached to the Loan Agreement. No Guarantor
        shall
        begin or do business (either directly or through subsidiaries) at other
        locations or cease to do business at any of the above locations or at
        Guarantor’s principal place of business without first notifying
        Lender.
  (n)  The
        present value of all benefits vested under all Plans of the Guarantors or
        any
        Commonly Controlled Entity (based on the assumptions used to fund the Plans)
        did
        not, as of the last annual valuation date (which in case of any Plan was
        not
        earlier than December 31, 1982) exceed the value of the assets of the Plans
        applicable to such vested benefits.
  (o)  The
        liability to which any Guarantor or any Commonly Controlled Entity would
        become
        subject under Sections 4063 or 4064 of ERISA if such Guarantor or any Commonly
        Controlled Entity were to withdraw from all Multi-employer Plans or if such
        Multi- employer Plans were to be terminated as of the valuation date most
        closely preceding the date hereof, is not in excess of One Thousand Dollars
        ($1,000.00);
  (p)  No
        Guarantor is engaged nor shall it engage, principally or as one of its important
        activities, in a business of extending credit for the purpose of “purchasing” or
“carrying” any “margin stock” within the respective meanings of each of the
        quoted terms under Regulations G or X of the Board of Governors of the
        Federal Reserve System as now and from time to time hereafter in effect.
        No part
        of the proceeds of any advances hereunder shall be used for “purchasing” or
“carrying” “margin stock” as so defined or for any purpose which violates, or
        which would be inconsistent with, the provisions of the Regulations of such
        Board of Governors. If requested by Lender, each Guarantor shall furnish
        to
        Lender a statement in conformity with the requirement of Federal Reserve
        Form
        G-3 referred to in said Regulation G to the foregoing effect. All of the
        outstanding securities of each Guarantor have been offered, issued, sold
        and
        delivered in compliance with, or are exempt from, all federal and state laws
        and
        rules and regulations of federal and state regulatory bodies governing the
        offering, issuance, sale and delivery of securities.
  (q)  No
        Guarantor is an “investment company” or a company “controlled” by an “investment
        company,” within the meaning of the Investment Company Act of 1940, as
        amended.
  (r)  To
        the
        best of each Guarantor’s knowledge, the land and improvements owned or leased by
        each Guarantor for use in its business operations (including the locations
        listed in Section 5.1(n) of Schedule A of the Loan Agreement) are free of
        dangerous levels of contaminates, oils, asbestos, radon, PCB’s, hazardous
        substances or waste as defined by federal, state or local environmental laws,
        regulations or administrative orders or other materials, the removal of which
        is
        required or the maintenance of which is prohibited, regulated or penalized
        by
        any federal, state or local governmental authority.
  -8-
  (s)  Each
        Guarantor is solvent, generally able to pay its obligations as they become
        due,
        has sufficient capital to carry on its business and transactions and all
        businesses and transactions in which it intends to engage, and the current
        value
        of each Guarantor’s assets, at fair saleable valuation, exceeds the sum of its
        liabilities. No Guarantor shall be rendered insolvent by the execution and
        delivery of this Agreement and the other Loan Documents and the consummation
        of
        the transactions contemplated hereby and thereby and the capital remaining
        in
        each Guarantor is not now and shall not foreseeably become unreasonably small
        to
        permit such Guarantor to carry on its business and transactions and all
        businesses and transactions in which it is about to engage. No Guarantor
        intends
        to, nor does it reasonably believe it shall, incur debts beyond its ability
        to
        repay the same as they mature.
  (t)  The
        Collateral Agent for the benefit of Lender has a perfected first priority
        security interest in favor of the Collateral Agent for the benefit of Lender
        in
        all of the Guarantors’ respective right, title and interest in the Guaranty
        Collateral, prior and superior to any other Lien, except any statutory or
        constitutional lien for taxes not yet due and payable.
  (u)  There
        are
        no material actions, suits or proceedings pending, or threatened against
        or
        affecting the assets of any Guarantor or the consummation of the transactions
        contemplated hereby, at law, or in equity, or before or by any governmental
        authority or instrumentality or before any arbitrator of any kind. No Guarantor
        is subject to any judgment, order, writ, injunction or decree of any court
        or
        governmental agency. There is not a reasonable likelihood of an adverse
        determination of any pending proceeding which would, individually or in the
        aggregate, have a Material Adverse Effect.
  (v)  Section
        5.1(x) of Schedule A attached to the Loan Agreement correctly and completely
        sets forth for each Guarantor (i) its full legal name and state of organization,
        (ii) its Federal Tax Identification Number; (iii) its chief executive office,
        (iv) all prior names used in the last five (5) years (including, without
        limitation, such Guarantor’s predecessors in interest as a result of a merger or
        consolidation) and (v) the charter or other similar number for such Guarantor
        in
        its state of organization.
  (w)  No
        Guarantor (i) is a person whose property or interest in property is blocked
        or
        subject to blocking pursuant to Section 1 of Executive Order 13224 of September
        23, 2001 Blocking Property and Prohibiting Transactions With Persons Who
        Commit,
        Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii)
        engages in any dealings or transactions prohibited by Section 2 of such
        executive order, or is otherwise associated with any such person in any manner
        violative of Section 2, or (iii) is a Person on the list of Specially Designated
        Nationals and Blocked Persons or subject to the limitations or prohibitions
        under any other U.S. Department of Treasury’s Office of Foreign Assets Control
        regulation or executive order.
  (x)  Each
        Guarantor is in compliance with the Patriot Act. No part of the proceeds
        of any
        of the Loans will be used, directly or indirectly, for any payments to any
        governmental official or employee, political party, official of a political
        party, candidate for political office, or anyone else acting in an official
        capacity, in order to obtain, retain or direct business or obtain any improper
        advantage, in violation of the United States Foreign Corrupt Practices Act
        of
        1977, as amended.
  -9-
  (y)  This
        Security Agreement constitutes the legal, valid and binding obligations of
        each
        Guarantor enforceable in accordance with its terms, except as the enforceability
        thereof may be limited by applicable bankruptcy, insolvency, reorganization,
        moratorium or similar laws affecting the enforcement of creditors’ rights
        generally, by general equitable principles (whether enforcement is sought
        by
        proceedings in equity or at law) and an implied covenant of good faith and
        fair
        dealing.
  (z)  No
        Guarantor has any Deposit Accounts, Securities Accounts, collateral accounts
        or
        any other accounts with any Person other than the Guarantor Accounts
        (collectively, the “ Other
        Accounts ”).
  (aa)  Each
        Guarantor has
        the
        requisite licenses and permits required under applicable law to carry on
        its
        business as now being conducted in all applicable states, except
        to the extent the failure to do so does not have a material adverse effect
        on
        the ability of such Guarantor to conduct its business.
  ARTICLE
        III
  COVENANTS
  SECTION
        3.01  Certain
        Affirmative Covenants of Guarantors .
        So long
        as any of the Secured Guaranty Obligations remain outstanding or any obligations
        of the Lender under the Loan Agreement shall remain outstanding, the Guarantors
        hereby jointly and severally agree and covenant that each Guarantor
        shall:
  (a)  Pay
        or
        cause to be paid currently all of its expenses, including all payments on
        its
        obligations whenever due, as well as all payments of any and all taxes of
        whatever nature when due. This provision shall not apply to taxes or expenses
        which are due, but which are challenged in good faith and for which adequate
        reserves have been established.
  (b)  Maintain,
        preserve, and protect the Guaranty Collateral.
  (c)  Furnish
        to Secured Parties prompt written notice as to the occurrence of any Guarantor
        Default hereunder or Servicer Termination Event or any event which with the
        passage of time or the giving of notice would become a Servicer Termination
        Event.
  (d)  Carry
        on
        and conduct its business in the same manner and in the same fields of enterprise
        as it is presently engaged, and shall preserve its existence, licenses or
        qualifications as a domestic corporation in the state of its incorporation
        and
        as a foreign organization in every jurisdiction in which the character of
        its
        assets or properties or the nature of the business transacted by it at any
        time
        makes qualification as a foreign organization necessary, and to maintain
        all
        other material organizational rights and franchises.
  -10-
  (e)  Comply
        and cause each of the Guarantors to comply with all statutes, governmental
        rules
        and regulations applicable to them and their business (including, without
        limitation, applicable usury and consumer Laws).
  (f)  Permit
        and authorize Secured Parties and allow Secured Parties to access, without
        notifying any Guarantor, (i) to make such inquiries or investigation through
        business credit, other credit reporting services or other sources concerning
        any
        Guarantor as any Secured Party, in its sole discretion, shall deem appropriate
        and (ii) to inspect, audit and examine the Guaranty Collateral at the premises
        of Guarantors.
  (g)  Provide
        each Secured Party sixty (60) days prior written notice of any Guarantor
        initiating any activities in any state other than the then-Approved
        States.
  (h)  Provide
        Lender with evidence of such Guarantor’s insurance (including, without
        limitation, property damage and liability insurance) issued by a reputable
        carrier, as required by Lender (which insurance shall be in such amounts
        and
        cover such risks as is satisfactory to Lender and shall include without
        limitation, Director and Officer insurance, Errors and Omissions insurance
        and
        Fidelity insurance). This insurance shall reflect the Collateral Agent for
        the
        benefit of Lender as the loss payee or additional insured, as required by
        Lender, and contain a provision that the Collateral Agent for the benefit
        of
        Lender shall be notified by the carrier thirty (30) days prior to the
        termination or cancellation of any such insurance.
  (i)  promptly
        notify Lender and the Collateral Agent in writing of:
  (i)  the
        occurrence of any Material Adverse Effect;
  (ii)  the
        acceleration of the maturity of any indebtedness owed by any Guarantor, or
        any
        default by any Guarantor under any indenture, mortgage, agreement, contract
        or
        other instrument to which any of them is a party or by which any of them
        or any
        of their properties is bound;
  (iii)  the
        filing of any suit or proceeding against any Guarantor.
  Upon
        the
        occurrence of any of the foregoing, the Guarantors will take all necessary
        or
        appropriate steps to remedy promptly any such Material Adverse Effect,
        acceleration, default, to protect against any such adverse claim, to defend
        any
        such suit or proceeding, and to resolve all controversies on account of any
        of
        the foregoing.
  (j)  Perform
        its obligations and undertakings hereunder and pursuant to the other Loan
        Documents.
  (k)  Contemporaneously
        herewith and from time to time hereafter, deliver to the Collateral Agent
        possession all originals of all negotiable Documents and Instruments and
        Chattel
        Paper and promissory notes currently owned or held by such Guarantor and
        representing or evidencing any indebtedness (duly endorsed in
        blank).
  -11-
  (l)  If
        at any
        time any Guarantor shall acquire or otherwise have rights with respect to
        a
        Commercial Tort Claim which such Guarantor reasonably believes, based upon
        then-current information, is likely to result in a judgment in favor of such
        Guarantor in excess of $250,000, it shall promptly notify the Lender and
        the
        Collateral Agent thereof in a writing (such writing to be in form and substance
        satisfactory to the Lender and the Collateral Agent) signed by it containing
        brief details thereof to the Collateral Agent and take such other actions
        as
        necessary or desirable or reasonably requested by the Collateral Agent or
        the
        Lender to grant and perfect a Lien in such Commercial Tort Claim in favor
        of the
        Collateral Agent for the benefit of the Lender.
  (m)  During
        the term of this Agreement and so long as any of the Indebtedness remains
        unpaid, maintain a modern system of accounting in accordance with GAAP or
        other
        systems of accounting acceptable to Lender. For the purpose of determining
        compliance with the covenants and representations in the Loan Documents,
        Lender
        shall have the right to recast any financial statement or report presented
        to
        Lender by or on behalf of any Guarantor to comply with GAAP.
  SECTION
        3.02  Financial
        Covenants .
        Manchester, MIA and MIO jointly and severally undertake and covenant with
        the
        Lender that as of the end of each quarter, beginning with the quarter ending
        March 31, 2007, (i) the Tangible Net Worth shall not be less than
        $2,500,000, (ii) the Interest Coverage Ratio shall not be less than 1.4:1,
        and (iii) the consolidated net income of MIA and MIO determined in
        accordance with GAAP shall exceed $1.00 (one dollar).
  SECTION
        3.03  Negative
        Covenants .
        So long
        as any of the Secured Guaranty Obligations remain outstanding or any obligations
        of the Lender under the Loan Agreement shall remain outstanding, the Guarantors
        hereby jointly and severally agree and covenant that no Guarantor shall,
        without
        the Lender’s prior written consent, do any of the following:
  (a)  (i)
        Incur
        or permit to exist any Lien with respect to the Guaranty Collateral now owned
        or
        hereafter acquired by such Guarantor, except Liens in favor of the Collateral
        Agent for the benefit of Lender or (ii) enter into or become subject to any
        agreement (other than this Agreement or any Loan Document) that prohibits
        or
        otherwise restricts the right of such Guarantor to create, assume or suffer
        to
        exist any Lien in favor of the Collateral Agent for the benefit of Lender
        on
        such Person’s assets.
  (b)  Delegate,
        transfer or assign any of its obligations or liabilities under this Agreement
        or
        any other Loan Document, or any part thereof, to any other Person.
  (c)  Be
        a
        party to or participate in: (i) any merger or consolidation; (ii) any purchase
        or other acquisition of all or substantially all of the assets or properties
        or
        shares of any class of, or any partnership or joint venture interest in,
        any
        other Person; (iii) any sale, transfer, conveyance or lease of all or
        substantially all of such Guarantor’s assets or properties; or (iv) any sale or
        assignment, with or without recourse, of any Receivables or Vehicles owned
        by
        Guarantor, other than in connection with the origination of a Receivable
        or sale
        of Receivables to Borrower.
  -12-
  (d)  Incur,
        assume or suffer to exist any Liabilities (including any contingent liabilities)
        or otherwise become liable upon the obligations of any Person by assumption,
        endorsement or guaranty thereof or otherwise other than (i) Liabilities under
        the Loan Documents to which it is a party; (ii) accounts payable incurred
        in the
        ordinary course of business; or (iii) other Liabilities consented to in writing
        by Lender.
  (e)  Directly
        or indirectly make loans to, invest in, extend credit to, or guaranty the
        debt
        of any Person, other than in the ordinary course of such Guarantor’s
        business.
  (f)  Amend,
        modify, or otherwise change in any respect any material agreement, instrument,
        or arrangement (written or oral) by which such Guarantor, or any of its assets,
        are bound, including, without limitation, the Loan Documents.
  (g)  Change
        its name, convert from one type of entity to another type, change its principal
        place of business, change the state in which it is organized under, or make
        any
        material changes in the nature of its business as carried on as of the date
        hereof.
  (h)  Make
        any
        expenditure or commitment or incur any obligation or enter into or engage
        in any
        transaction except as expressly authorized pursuant to the Loan Documents;
        (ii) engage directly or indirectly in any business or conduct any
        operations except as expressly authorized pursuant to the Loan Documents;
        or
        (iii) make any acquisitions of or capital contributions to or other investments
        in any Person, except pursuant to the Loan Documents.
  (i)  Establish
        or deposit any monies, securities or any other assets in any Other Account
        without the prior written consent of the Lender.
  (j)  Sell,
        assign (by operation of law or otherwise) or otherwise dispose of any of
        the
        Guaranty Collateral, or create or suffer to exist any Lien or other charge
        or
        encumbrance upon or with respect to any of the Guaranty Collateral to secure
        indebtedness of any Person, except for the security interest created by this
        Security Agreement.
  SECTION
        3.04  Covenants
        by Manchester .
        Manchester covenants with the Lender that it shall not at any time make any
        Distribution to its equity owners or any other Person if such Distribution
        would
        cause (i) a Guarantor Default or (ii) a Default or Event of Default (as those
        terms are defined in the Loan Agreement).
  SECTION
        3.05  Covenants
        byMIO .
        MIO
        represents and warrants to the Lender that, as of the date hereof, it does
        not
        own any interest in any retail installment sale contracts for any new or
        used
        automobiles, light trucks, vans or minivans and covenants with the Lender
        that
        it shall not on any date after the date of this Agreement own any such interest
        or originate any such sale contracts.
  SECTION
        3.06  Financial
        Reports .
        Each
        Guarantor shall furnish to Lender and its duly authorized representatives
        such
        information respecting the business and financial condition such Guarantor
        may
        reasonably request, and without any request, the following financial statements
        and reports, in a form satisfactory to Lender:
  -13-
  (a)  As
        soon
        as available, and in any event within ten (10) calendar days after the close
        of
        each month, a copy of the consolidated and consolidating balance sheet of
        such
        Guarantor and the Borrower as of the close of the preceding month and the
        consolidated and consolidating statements of income, retained earnings and
        cash
        flows of such Guarantor and for the preceding month, each in reasonable detail
        showing in comparative form the figures for the corresponding date and period
        in
        the previous fiscal year (to the extent available to compare), prepared in
        accordance with GAAP, consistently applied;
  (b)  As
        soon
        as available, and in any event within ninety (90) calendar days after the
        close
        of each fiscal year of such Guarantor, a copy of the consolidated and
        consolidating balance sheets of such Guarantor and the Borrower as of the
        close
        of such period and the consolidated and consolidating statements of income,
        retained earnings and cash flows of such Guarantor and the Borrower for such
        period, and all supporting schedules and footnotes thereto, all in detail
        reasonably satisfactory to Lender, prepared in accordance with GAAP,
        consistently applied. All such annual financial statements shall be audited
        by a
        firm of independent public accountants of recognized standing, selected by
        such
        Guarantor and satisfactory to Lender, in accordance with GAAP, and shall
        be
        accompanied by the written statement of the accountants who prepared the
        audited
        financial statements, certifying whether such accountants have obtained
        knowledge of any Event of Default under the Loan Documents;
  (c)  As
        soon
        as available, and in any event within forty-five (45) calendar days prior
        to the
        close of each annual accounting period of such Guarantor, pro forma balance
        sheets and statements of income, retained earnings and cash flows of the
        Borrower for the next annual accounting period;
  (d)  Promptly
        after receipt thereof, any additional written reports, management letters
        or
        other detailed information contained in writing concerning significant aspects
        of such Guarantor’s or any of its subsidiary’s operations or concerning
        significant aspects of such Guarantor’s or any of its subsidiary’s financial
        affairs, given to it by its independent public accountants;
  (e)  Promptly
        after receipt thereof and in no event more than five (5) Business Days
        thereafter, a copy of each audit or other report made by any state or federal
        agency of the books and records or assets of such Guarantor of its compliance
        or
        non-compliance with applicable laws relating to the underwriting, origination,
        servicing and/or collection of loans;
  (f)  Promptly
        (but never more than five (5) Business Days) after knowledge thereof shall
        have
        come to the attention of such Guarantor, written notice of (i) any threatened
        or
        pending litigation or governmental proceeding or labor controversy against
        such
        Guarantor or (ii) the occurrence of any Guarantor Default;
  (g)  As
        soon
        as available, a copy of all federal and state tax returns filed by such
        Guarantor during the current fiscal year and each fiscal year
        hereafter;
  -14-
  (h)  Within
        ten (10) calendar days of a request therefor from Lender, such other information
        (whether financial or otherwise) regarding such Guarantor as Lender shall
        reasonably require; and
  (i)  As
        soon
        as available, and in any event within ten (10) calendar days prior to the
        beginning of each calendar month, monthly financial projections of such
        Guarantor for the next month.
  Each
        of
        the financial statements furnished to Lender pursuant to subsections (b)
        and (c)
        of this Section shall be accompanied by a written certificate signed by the
        chief financial officer or other authorized representative of Manchester,
        to the
        effect that to the best of the chief financial officer’s or applicable
        authorized representative’s knowledge and belief no Default or Event of Default
        has occurred during the period covered by such statements or, if any such
        Default or Event of Default has occurred during such period, setting forth
        a
        description of such Default or Event of Default and specifying the action,
        if
        any, taken to remedy the same.
  SECTION
        3.07  Covenant
        of Manchester .
        Manchester represents and warrants that it has employed the firm of Rodefer
        Moss
& Co, PLLC to act as the independent public accountant and auditor for
        Manchester and its subsidiaries and covenants with Lender that it shall not
        replace such firm without Lender’s prior written consent.
  ARTICLE
        IV
  GUARANTOR
        ACCOUNTS
  SECTION
        4.01  Guarantor
        Accounts .
        Within
        15 calendar days after the date hereof, each Guarantor shall enter into account
        control agreements with the Lender, the Collateral Agent and the applicable
        banks with respect to all the Guarantor Account(s) held in the name of such
        Guarantor, each such account control agreements to be in form and substance
        satisfactory to the Lender in its sole discretion.
  ARTICLE
        V
  REMEDIES
  SECTION
        5.01  Remedies .
        If any
        Guarantor Default shall occur and be continuing, the Lender or the Collateral
        Agent at the direction of the Lender may protect and enforce their rights
        under
        the Guaranty and this Agreement by any appropriate proceedings, including
        proceedings for specific performance of any covenant or agreement contained
        in
        the Guaranty and this Agreement and the following rights and
        remedies:
  (a)  All
        of
        the rights and remedies of a secured party under the UCC, as amended, or
        other
        applicable law.
  (b)  The
        right, to the fullest extent permissible by law, to: (i) enter upon the premises
        of any Guarantor, or any other place or places where the Guaranty Collateral
        is
        located and kept, without any obligation to pay rent to any Guarantor, through
        self-help and without judicial process, without first obtaining a final judgment
        or giving any Guarantor notice and opportunity for a hearing on the validity
        of
        such Secured Party’s claim, and remove the Guaranty Collateral therefrom to the
        premises of any Secured Party or any agent of Lender, for such time as Lender
        may desire, in order to effectively collect and liquidate the Collateral;
        and/or
        (ii) require any Guarantor to assemble the Guaranty Collateral and make it
        available to such Secured Party at a place to be designated by such Secured
        Party, in Lender’s reasonable discretion.
  -15-
  (c)  The
        right
        to sell or otherwise dispose of any or all Guaranty Collateral in its then
        condition at public or private sale or sales, in lots or in bulk, for cash
        or on
        credit, all as any Secured Party, in its discretion, may deem advisable;
        provided that such sales may be adjourned from time to time with or without
        notice. The requirement of reasonable notice to Guarantors of the time and
        place
        of any public sale of the Guaranty Collateral or of the time after which
        any
        private sale either by any Secured Party or at Lender’s option, a broker, or any
        other intended disposition thereof is to be made, shall be met if such notice
        is
        mailed, postage prepaid, to Guarantors at the address of Guarantors designated
        herein at least ten (10) Business Days before the date of any public sale
        or at
        least ten (10) Business Days before the time after which any private sale
        or
        other disposition is to be made unless applicable law requires
        otherwise.
  (d)  Each
        Secured Party shall have the right to conduct such sales on Guarantors’ premises
        or elsewhere and shall have the right to use the Guarantors’ premises without
        charge for such sales for such time or times as Lender may see fit. Each
        Secured
        Party is hereby granted a license or other right to use, without charge,
        Guarantors’ labels, copyrights, rights of use of any name, trade secrets, trade
        names, trademarks and advertising matter, or any property of a similar nature,
        as it pertains to the Guaranty Collateral, in advertising for sale and selling
        any Guaranty Collateral and Guarantors’ rights under all licenses and all
        franchise agreements shall inure to the benefit of the Collateral Agent for
        the
        benefit of the Lender.
  (e)  Each
        Secured Party shall have the right to sell, lease or otherwise dispose of
        the
        Guaranty Collateral, or any part thereof, for cash, credit or any combination
        thereof, and such Secured Party may purchase all or part of the Guaranty
        Collateral at public or, if permitted by law, private sale and, in lieu of
        actual payment of such purchase price, may set off the amount of such price
        against the Secured Guaranty Obligations, all in the discretion of the Lender.
        The proceeds realized from the sale of any Guaranty Collateral shall be applied
        first to reasonable costs and expenses, attorney’s fees, expert witness fees
        incurred by any Secured Party for collection and for acquisition, completion,
        protection, removal, storage, sale and delivery of the Guaranty Collateral;
        second to all Secured Guaranty Obligations; and third the remainder, if any,
        to
        the Guarantors, their successors or assigns, or to whomsoever may be lawfully
        entitled to receive the same. If any deficiency shall arise, each Guarantor
        shall remain liable to the Secured Parties therefor.
  (f)  The
        right
        to appoint or seek appointment of a receiver, custodian or trustee of any
        Guarantor or any of its properties or assets pursuant to court
        order.
  -16-
  (g)  All
        other
        rights and remedies that any Secured Party may have at law or in
        equity.
  Additionally,
        if any Guarantor Default shall occur and be continuing, each Secured Party
        may
        enforce the payment of any Secured Guaranty Obligations due it or enforce
        any
        other legal or equitable right which it may have. All rights, remedies and
        powers conferred upon the Secured Parties under the Guaranty and this Agreement
        shall be deemed cumulative and not exclusive of any other rights, remedies
        or
        powers available under the Guaranty and this Agreement or at law or in
        equity.
  SECTION
        5.02  No
        Waiver .
        No
        delay, failure or omission of any Secured Party to exercise any right upon
        the
        occurrence of any Guarantor Default shall impair any such right or shall
        be
        construed to be a waiver of any such Guarantor Default or an acquiescence
        therein. Any Secured Party may, from time to time, in a writing waive compliance
        by the other parties with any of the terms of the Guaranty and this Agreement
        and its rights and remedies upon any Guarantor Default, and, each Guarantor
        agrees that no waiver by any Secured Party shall ever be legally effective
        unless such waiver shall be acknowledged and agreed to in writing by Lender.
        No
        waiver of any Guarantor Default by any Secured Party shall impair any right
        or
        remedy of such Secured Party not specifically waived. No single, partial
        or full
        exercise of any right of any Secured Party shall preclude any other or further
        exercise thereof. No modification or amendment of or supplement to this
        Agreement or any other written agreement between the parties hereto shall
        be
        valid or effective (or serve as a basis of reliance by way of estoppel) unless
        the same is in writing and signed by the Lender and the party against whom
        it is
        sought to be enforced. The acceptance by any Secured Party at any time and
        from
        time to time of a partial payment or partial performance of any of Secured
        Guaranty Obligations set forth herein shall not be deemed a waiver, reduction,
        modification or release from any Guarantor Default then existing. No waiver
        by
        any Secured Party of any Guarantor Default shall be deemed to be a waiver
        of any
        other existing or any subsequent Guarantor Default.
  SECTION
        5.03  Appointment
        Of Lender As Attorney-In-Fact .
        Each
        Guarantor irrevocably designates, makes, constitutes and appoints each Secured
        Party (and all persons reasonably designated by any Secured Party), with
        full
        power of substitution, as such Guarantor’s true and lawful attorney-in-fact (and
        not agent-in-fact) and each Secured Party, or such Secured Party’s agent, may,
        without notice to any Guarantor, and at such time or times thereafter as
        such
        Secured Party or said agent, in its discretion, may determine, in any
        Guarantor’s or such Secured Party’s name, at no duty or obligation on such
        Secured Party, do the following:
  (a)  Upon
        the
        occurrence of any Guarantor Default, all acts and things necessary to fulfill
        the Guarantor’s obligations under this Agreement and the other Loan Documents,
        except as otherwise set forth herein, at the cost and expense of the
        Guarantors.
  (b)  In
        addition to, but not in limitation of the foregoing, at any time or times
        upon
        the occurrence of a Guarantor Default, each Secured Party shall have the
        right:
        (i) to enter upon Guarantors’ premises and to receive and open all mail directed
        to the Guarantors and remove all payments to the Guarantors on the Guaranty
        Collateral; (ii) in the name of the Guarantors, to notify the Post Office
        authorities to change the address for the delivery of mail addressed to the
        Guarantors to such address as such Secured Party may designate; (iii) demand,
        collect, receive for and give renewals, extensions, discharges and releases
        of
        any Guaranty Collateral; (iv) institute and prosecute legal and equitable
        proceedings to realize upon the Guaranty Collateral; (v) settle, compromise,
        compound or adjust claims in respect of any Guaranty Collateral or any legal
        proceedings brought in respect thereof; (vi) generally, sell in whole or
        in part
        for cash, credit or property to others or to itself at any public or private
        sale, assign, make any agreement with respect to or otherwise deal with any
        of
        the Guaranty Collateral as fully and completely as though such Secured Party
        were the absolute owner thereof for all purposes, except to the extent limited
        by any applicable laws and subject to any requirements of notice to the
        Guarantors or other persons under applicable laws; (vii) take possession
        and
        control in any manner and in any place of any cash or non-cash items of payment
        or proceeds of Guaranty Collateral; (viii) endorse the name of the Guarantors
        upon any notes, acceptances, checks, drafts, money orders, chattel paper
        or
        other evidences of payment of Guaranty Collateral that may come into the
        possession of such Secured Party; and (ix) sign the Guarantors’ name on any
        instruments or documents relating to any of the Guaranty Collateral. The
        appointment of each Secured Party as attorney-in-fact for the Guarantors
        is
        coupled with an interest and is irrevocable.
  -17-
  ARTICLE
        VI
  EXPENSES
        AND INDEMNITIES
  SECTION
        6.01  Payment
        For Expenses .
        The
        Guarantors shall pay (within thirty (30) days after any invoice or other
        statement or notice) all costs and expenses incurred by any Secured Party
        or any
        of their affiliates, including, without limitation, (a) all documentation
        and
        diligence fees and expenses, (b) all search, appraisal, recording, professional
        and filing fees and expenses and all other out-of-pocket charges and expenses
        (including, without limitation, UCC and judgment and tax lien searches and
        UCC
        filings and fees for post-closing UCC, judgment and tax lien searches and
        wire
        transfer fees), (c) all audit fees and expenses, (d) all of the Secured Parties’
attorneys’ fees and expenses, but only to the extent incurred after a Guarantor
        Default or incurred in connection with (i) any effort to enforce, protect
        or
        collect payment of any Secured Guaranty Obligations or to enforce the Guaranty
        or this Agreement or any related agreement, document or instrument, or effect
        collection hereunder or thereunder, (ii) instituting, maintaining, preserving,
        enforcing and foreclosing on the Liens of the Collateral Agent for the benefit
        of the Secured Parties in any of the Guaranty Collateral, whether through
        judicial proceedings or otherwise, (v) defending or prosecuting any actions,
        claims or proceedings arising out of or relating to the Secured Parties’
transactions with the Guarantors unless there is a final, non-appealable
        judgment by a court which finds the applicable Secured Party to have acted
        in
        gross negligence or willful misconduct in connection therewith, or (vi) any
        modification, restatement, supplement, amendment, waiver or extension of
        this
        Agreement, the Guaranty or any related agreement, document or instrument,
        and
        all of the same may and shall be part of the Secured Guaranty Obligations.
  ARTICLE
        VII
  COLLATERAL
        AGENT
  SECTION
        7.01  Exculpation,
        Collateral Agent’s Reliance, Etc . Neither
        Collateral Agent nor any of its directors, officers, agents, attorneys, or
        employees shall be liable to Lender, any Guarantor or any other Person for
        any
        action taken or omitted to be taken by any of them under or in connection
        with
        the this Agreement or the Guaranty, including their negligence of any kind,
        except that each shall be liable for its own gross negligence or willful
        misconduct, as determined by a non-appealable judgment of a court of competent
        jurisdiction. Without limiting the generality of the foregoing, Collateral
        Agent
        (a) may consult with legal counsel (including counsel for the Guarantors),
        independent public accountants and other experts selected by it and shall
        not be
        liable for any action taken or omitted to be taken in good faith by it in
        accordance with the advice of such counsel, accountants or experts; (b) makes
        no
        warranty or representation to Lender and shall not be responsible to Lender
        for
        any statements, warranties or representations made in or in connection with
        the
        Loan Documents; (c) shall not have any duty to ascertain or to inquire as
        to the
        performance or observance of any of the terms, covenants or conditions of
        this
        Agreement or the Guaranty on the part of any Guarantor or to inspect the
        property (including the books and records) of any Guarantor; (d) shall not
        be
        responsible to Lender for the due execution, legality, validity, enforceability,
        genuineness, sufficiency or value of this Agreement or the Guaranty or any
        instrument or document furnished in connection therewith; (e) may rely upon
        the
        representations and warranties of each Guarantor or Secured Party in exercising
        its powers hereunder; and (f) shall incur no liability to Lender under or
        in
        respect of this Agreement or the Guaranty by acting upon any notice, consent,
        certificate or other instrument or writing (including any facsimile, telegram,
        cable or telex) believed by it to be genuine and signed or sent by the proper
        Person or Persons. Collateral Agent shall not be liable to Lender, any Guarantor
        or any other Person for special, exemplary, punitive or consequential damages.
        The Collateral Agent shall be fully justified in failing or refusing to take
        any
        action under this Agreement or any other Loan Document unless it shall first
        receive such advice or concurrence of the Lender as it deems appropriate
        or it
        shall first be indemnified to its satisfaction by the Lender against any
        and all
        liability and expense which may be incurred by it by reason of taking or
        continuing to take any such action.
  -18-
  SECTION
        7.02  Benefitof
        Article7 .
        The
        provisions of this Article are intended solely for the benefit of Lender,
        and no
        Guarantor shall be entitled to rely on any such provision or assert any such
        provision in a claim or defense against Lender. Lender and the Collateral
        Agent
        may waive or amend such provisions as they desire without any notice to or
        consent of any Guarantor.
  SECTION
        7.03  ResignationAnd
        Removal Of Collateral Agent .
        Collateral Agent may be removed and may resign in accordance with the provisions
        of Section 9.5 of the Loan Agreement.
  SECTION
        7.04  Notice
        of Guarantor Default .
        Collateral Agent shall not be deemed to have knowledge or notice of the
        occurrence of any Guarantor Default, unless Collateral Agent shall have received
        written notice from a Lender or a Guarantor referring to this Agreement,
        describing such Guarantor Default and stating that such notice is a “notice of
        default.” Collateral Agent will notify Lender of its receipt of any such notice.
        Collateral Agent shall take such action with respect to such Guarantor Default
        as may be directed by Lender; provided, however, that unless and until
        Collateral Agent has received any such direction, Collateral Agent may (but
        shall not be obligated to) take such action, or refrain from taking such
        action,
        with respect to such Guarantor Default as it shall deem advisable or in the
        best
        interest of Lender.
  -19-
  ARTICLE
        VIII
  MISCELLANEOUS
  SECTION
        8.01  Notices .
        Except
        when telephonic notice is expressly authorized by this Agreement, any notice
        or
        other communication to any party in connection with this Agreement shall
        be in
        writing and shall be sent by manual delivery, telegram, facsimile transmission,
        overnight courier or United States mail (postage prepaid) addressed to such
        party at the address specified on Schedule A to the Loan Agreement, or at
        such other address as such party shall have specified to the other party
        hereto
        in writing. All periods of notice shall be measured from the date of delivery
        thereof if manually delivered, from the date of sending thereof if sent by
        telegram, or facsimile transmission, from the first Business Day after the
        date
        of sending if sent by overnight courier, or from four days after the date
        of
        mailing if mailed.
  SECTION
        8.02  Prior
        Agreements Superseded .
        This
        Agreement, together with the other Loan Documents, constitute the sole and
        only
        agreement of the parties hereto and supersede any prior understandings or
        written or oral agreements between the parties respecting the subject matter
        of
        this Agreement and the other Loan Documents. No provision of this Agreement
        or
        other Loan Document may be modified, waived or terminated except by instrument
        in writing executed by the Lender and the party against whom a modification,
        waiver or termination is sought to be enforced.
  SECTION
        8.03  Parties
        Bound .
        This
        Agreement shall be binding upon the Guarantors, the Collateral Agent, Lender
        and
        their respective successors and assigns, and shall inure to the benefit of
        the
        Guarantors, the Collateral Agent, Lender and the successors and permitted
        assigned of each Guarantor, the Collateral Agent and Lender. No Guarantor
        shall
        assign its rights or duties hereunder without the consent of
        Lender.
  SECTION
        8.04  No
        Third Party Beneficiary .
        This
        Agreement is for the sole benefit of the Secured Parties and is not for the
        benefit of any third party.
  SECTION
        8.05  Execution
        In Counterparts .
        This
        Agreement may be executed in any number of counterparts and by the parties
        hereto in separate counterparts, each of which when so executed and delivered
        shall be deemed to be an original, and all of which taken together shall
        constitute but one and the same instrument.
  SECTION
        8.06  Severability
        Of Provisions .
        Any
        provision which is determined to be unconscionable, against public policy
        or any
        provision of this Agreement which is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof or affecting the validity or enforceability of such provision
        in any other jurisdiction.
  SECTION
        8.07  Further
        Instruments .
        Each
        Guarantor shall from time to time execute and deliver, and shall cause each
        of
        its subsidiaries to execute and deliver, all such amendments, supplements
        and
        other modifications hereto and to the other Loan Documents to which they
        are
        party and all such financing statements or continuation statements, instruments
        of further assurance and any other instruments, and shall take such other
        actions, as any Secured Party reasonably requests and deems necessary or
        advisable in furtherance of the agreements contained herein.
  -20-
  SECTION
        8.08  GOVERNING
        LAW .
        THIS
        AGREEMENT 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. EACH PARTY HERETO HEREBY AGREES THAT ANY LEGAL ACTION OR PROCEEDING
        AGAINST IT WITH RESPECT TO THIS AGREEMENT 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
        PARTY HERETO ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY,
        GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID
        COURTS. EACH PARTY HERETO AGREES THAT SECTIONS 5-1401 AND 5.1402 OF THE GENERAL
        OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THIS AGREEMENT 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 PARTY HERETO 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 THIS AGREEMENT AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED
        UPON ACTUAL RECEIPT THEREOF.
  SECTION
        8.09  CONSENT
        OF JURISDICTION .
        AT THE
        OPTION OF LENDER, THIS AGREEMENT MAY BE ENFORCED IN ANY FEDERAL COURT OR
        NEW
        YORK STATE COURT SITTING IN NEW YORK, NEW YORK; AND EACH PARTY HERETO CONSENTS
        TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT
        VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT ANY RELATED PARTY COMMENCES
        ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY
        ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT
        OR ANY OF THE OTHER LOAN DOCUMENTS, LENDER AT ITS OPTION SHALL BE ENTITLED
        TO
        HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES
        ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE
        LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.
  SECTION
        8.10  WAIVEROF JURY
        TRIAL .
        EACH
        PARTY HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
        TO
        ENFORCE OR DEFEND ANY RIGHTS (a) UNDER THIS AGREEMENT OR UNDER ANY OF THE
        OTHER LOAN DOCUMENTS, OR (b) ARISING FROM ANY LENDING RELATIONSHIP EXISTING
        AMONG THE COLLATERAL AGENT AND LENDER, ON THE ONE HAND, AND THE RELATED PARTIES,
        ON THE OTHER HAND, IN CONNECTION WITH THIS AGREEMENT, AND AGREE THAT ANY
        SUCH
        ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
        JURY.
  -21-
  SECTION
        8.11  TIME
        OF ESSENCE .
        Time is
        of the essence for the performance of the obligations set forth in this
        Agreement and the Guaranty.
  
 signature
        pages follow
 
 -22-
  IN
        WITNESS WHEREOF, the parties hereto have caused this Security Agreement to
        be
        duly executed by their respective officers thereunto duly authorized, as
        of the
        day and year first above written.
  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:
  The
                      Bank of New York Trust Company, N.A.,
                    as
                      Collateral AgentBy:Name:John
                    C.
                    StohlmannTitle:Vice
                    President
 
  Palm Beach Multi-Strategy Fund,
                L.P.By:
              Palm Beach Links Capital, L.P.,its
                  General PartnerBy:PBL
                Holdings, LLC,its
                  General PartnerBy:Managing
                  DirectorBy:Managing
                  Director