MANCHESTER INC.

                                 PROMISSORY NOTE

U.S. $50,000.00                                                      MAY 5, 2006

1.   FOR VALUE RECEIVED, Manchester Inc., a Nevada corporation (the "Borrower"),
     hereby promises to pay to the order of Brazos  Equities LLC ("Lender"),  at
     such time,  place and in such manner as Lender may specify in writing,  the
     principal  amount  of  FIFTY  THOUSAND  US  DOLLARS  (U.S.$50,000.00)  (the
     "Principal").  The Borrower shall pay interest on the outstanding principal
     of this Note at the annual rate of 6% per annum, calculated based on a year
     of 365 days and actual days elapsed (the "Interest").

2.   The  Borrower  hereby  promises  to pay  to the  order  of the  Lender  the
     Principal  and all  Interest  due  thereon  within  thirty  (30)  days upon
     delivery to the Company of written  demand by the Lender (the "Due  Date"),
     at such place and in such manner as Lender may specify in writing.

3.   Any and all fees, costs,  expenses and  disbursements  charged by financial
     institutions  with respect to wire  transfer or other  transmittal  charges
     incurred in connection  with  delivery of the Principal  from the Lender to
     the Borrower shall be deemed to have been received by the Borrower from the
     Lender  and all  such  amounts  shall be  included  in the  calculation  of
     Principal hereunder.

4.   This Note shall not be  transferable  by Borrower  and the Borrower may not
     assign,  transfer or sell all or a portion of its rights and  interests  to
     and under this Note to any persons and any such purported transfer shall be
     void ab initio.  The Lender may  transfer  and assign this Note at its sole
     discretion.

5.   The failure at any time of the Lender to exercise any of its options or any
     other rights hereunder shall not constitute a waiver thereof,  nor shall it
     be a bar to the  exercise  of any of its options or rights at a later date.
     All  rights  and  remedies  of the Lender  shall be  cumulative  and may be
     pursued singly,  successively or together, at the option of the Lender. The
     acceptance  by the Lender of any partial  payment  shall not  constitute  a
     waiver of any default or of any of the Lender's  rights under this Note. No
     waiver of any of its rights hereunder,  and no modification or amendment of
     this Note,  shall be deemed to be made by the Lender  unless the same shall
     be in writing,  duly  signed on behalf of the Lender;  and each such waiver
     shall apply only with respect to the specific instance involved,  and shall
     in no way impair the rights of the Lender in any other respect at any other
     time.

6.   Any term or  condition  of this Note may be waived at any time by the party
     that is  entitled  to the  benefit  thereof,  but no such  waiver  shall be
     effective  unless set forth in a written  instrument duly executed by or on
     behalf of the party waiving such term or condition.

7.   The  Borrower  represents  and  warrants  that  this  Note is the valid and
     binding  obligation of the Borrower,  fully  enforceable in accordance with
     its terms.  The  execution  and delivery by the Borrower of this Note,  the
     performance  by  the  Borrower  of  its   obligations   hereunder  and  the
     consummation of the transactions  contemplated  hereby and thereby does not
     and will not: (a)  conflict  with or result in a violation or breach of any
     of  the  terms,   conditions  or  provisions  of  the  Borrower's   charter
     instruments;  (b)  conflict  with or result in a violation or breach of any
     term or provision of any law or order  applicable to the Borrower or any of
     its  assets  and  properties;  or (c)  (i)  conflict  with or  result  in a
     violation  or breach of, or (ii) result in or give to any person any rights
     or create any  additional or increased  liability of the Borrower  under or
     create or impose  any lien  upon,  the  Borrower  or any of its  assets and
     properties  under,  any contract or permit to which the Borrower is a party
     or by which its assets and properties are bound.

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Manchester Inc.                                                             Note
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8.   If  any  provision  of  this  Note  is  held  to  be  illegal,  invalid  or
     unenforceable  under  any  present  or  future  Law,  and if the  rights or
     obligations  of any party hereto under this Note will not be materially and
     adversely  affected  thereby,  (i) such provision will be fully  severable;
     (ii) this Note will be construed and enforced as if such  illegal,  invalid
     or  unenforceable  provision had never  comprised a part hereof;  (iii) the
     remaining  provisions of this Note will remain in full force and effect and
     will not be affected by the illegal,  invalid or unenforceable provision or
     by its severance  here from;  and (iv) in lieu of such illegal,  invalid or
     unenforceable  provision,  there will be added  automatically  as a part of
     this Note a legal,  valid and enforceable  provision as similar in terms to
     such illegal, invalid or unenforceable provision as may be possible.

9.   Any notice,  authorization,  request or demand  required or permitted to be
     given  hereunder  shall be in writing and shall be deemed to have been duly
     given two days after it is sent by an internationally  recognized  delivery
     service  to  the  address  of  record  of  the  Lender  or  the   Borrower,
     respectively.  Any party may change its address for such  communications by
     giving notice thereof to the other parties in conformity with this Section.

10.  This Note shall be governed by and construed under the laws of the State of
     Nevada as applied to agreements  entered into and to be performed  entirely
     within  such  State.  Each  party  hereby   irrevocably   consents  to  the
     jurisdiction of the courts of any competent  jurisdiction  over one or more
     of the parties. In any such litigation the Borrower waives personal service
     of any  summons,  complaint  or other  process  and agrees that the service
     thereof  may be  made by  certified  or  registered  mail  directed  to the
     registered  corporate office of Borrower in the State of its incorporation.
     The company hereby waives trial by jury in any litigation in any court with
     respect  to,  in  connection  with,  or  arising  out of  this  note or the
     validity, protection, interpretation,  collection or enforcement hereof and
     the  company   hereby   waives  the  right  to  interpose   any  setoff  or
     non-compulsory  counterclaim  or  cross-claim  in connection  with any such
     litigation,  irrespective  of the nature of such  setoff,  counterclaim  or
     cross-claim.

11.  A default  shall exist on this Note if any of the  following  occurs and is
     continuing:  (i) Failure to pay Principal  and any accrued  Interest on the
     Note on or before the Due Date;  (ii) Failure by the Borrower to perform or
     observe any other  covenant or agreement of the Borrower  contained in this
     Note; (iii) A custodian,  receiver,  liquidator or trustee of the Borrower,
     or any other person  acting  under  actual or purported  force of law takes
     ownership,  possession  or  title  to  Borrower  property;  (iv) any of the
     property of the Borrower is sequestered  by court order;  (v) a petition or
     other  proceeding,  voluntary  or  otherwise  is  filed by or  against  the
     Borrower under any  bankruptcy,  reorganization,  arrangement,  insolvency,
     readjustment  of  indebtedness,  dissolution  or  liquidation  law  of  any
     jurisdiction,  whether now or  hereafter  in effect;  or (vi) the  Borrower
     makes an assignment for the benefit of its creditors, or generally fails to
     pay its  obligations as they become due, or consents to the  appointment of
     or taking possession by a custodian, receiver, liquidator or trustee of the
     Borrower or all or any part of its  property.  Upon any such  default,  the
     Borrower  shall  immediately  notify  the  Lender,  and upon  notice to the
     Borrower,  the Lender may declare the  Principal of the Note,  plus accrued
     Interest,  to be immediately due and payable, upon which such Principal and
     accrued  Interest shall become due and payable  immediately.  Interest upon
     default shall  thereafter  accrue at the rate of 15% per annum,  calculated
     based on a year of 365 days and actual days  elapsed  from the date of such
     default.

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Manchester Inc.                                                             Note
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12.  The  Borrower,   any  endorser,  or  guarantor  hereof  or  in  the  future
     (individually  an "Obligor" and  collectively  "Obligors") and each of them
     jointly and severally:  (a) waive presentment,  demand,  protest, notice of
     demand, notice of intent to accelerate, notice of acceleration of maturity,
     notice of protest, notice of nonpayment,  notice of dishonor, and any other
     notice required to be given under the law to any Obligor in connection with
     the delivery, acceptance, performance, default or enforcement of this Note,
     any endorsement or guaranty of this Note, any pledge, security, guaranty or
     other  documents  executed in connection with this Note; (b) consent to all
     delays,  extensions,  renewals  or other  modifications  of this  Note,  or
     waivers of any term  hereof or  thereof,  or release  or  discharge  by the
     Lender of any of  Obligors,  or  release,  substitution  or exchange of any
     security for the payment  hereof,  or the failure to act on the part of the
     Lender or any indulgence  shown by the Lender (without notice to or further
     assent from any of Obligors), and agree that no such action, failure to act
     or failure to exercise  any right or remedy by the Lender  shall in any way
     affect or impair the Obligations  (as hereinafter  defined) of any Obligors
     or be construed as a waiver by the Lender of, or otherwise  affect,  any of
     the Lender's  rights under this Note,  under any endorsement or guaranty of
     this Note; (c) if the Borrower fails to fulfill its  obligations  hereunder
     when due,  agrees to pay, on demand,  all costs and expenses of enforcement
     of collection of this Note or of any  endorsement or guaranty hereof and/or
     the   enforcement   of  the  Lender's   rights  with  respect  to,  or  the
     administration,  supervision,  preservation,  protection of, or realization
     upon, any property securing payment hereof, including,  without limitation,
     all attorney's fees, costs, expenses and disbursements,  including, without
     further limitation, any and all fees related to any legal proceeding, suit,
     mediation  arbitration,  out of court  payment  agreement,  trial,  appeal,
     bankruptcy  proceedings  or any  other  actions  of any  nature  whatsoever
     required on the part of Lender or Lender's  representatives to enforce this
     Note and the rights  hereunder;  and (d) waive the right to  interpose  any
     defense, set-off or counterclaim of any nature or description.

13.  The Borrower will not, by amendment of its Certificate of  Incorporation or
     through   any   reorganization,   recapitalization,   transfer  of  assets,
     consolidation,  merger,  dissolution,  issue or sale of  securities  or any
     other  voluntary  action,   avoid  or  seek  to  avoid  the  observance  or
     performance  of any of the terms to be observed or  performed  hereunder by
     the  Borrower,  but will at all times in good faith  assist in the carrying
     out of all the  provisions of this  Agreement and in the taking of all such
     action as may be necessary or appropriate in order to protect the rights of
     the Lender of this Note against impairment.  This Note shall be enforceable
     against all successors and assigns of Borrower.  Borrower hereby  covenants
     that all of its  subsidiaries  and  affiliates  shall jointly and severally
     perform this Agreement to the same and full extent on behalf of Borrower if
     Borrower is unable to perform.

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Manchester Inc.                                                             Note
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14.  This Note  supersedes  all prior  discussions  and  agreements  between the
     parties with respect to the subject  matter hereof and thereof and contains
     the sole and entire  agreement  between the parties  hereto with respect to
     the subject matter hereof.

15.  If the Lender  loses this  Note,  the  Borrower  shall  issue an  identical
     replacement  note to the Lender upon the Lender's  delivery to the Borrower
     of a customary agreement to indemnify the Borrower reasonably  satisfactory
     to the Borrower for any losses  resulting from issuance of the  replacement
     note.

16.  The terms and  conditions of this Note shall inure to the benefit of and be
     binding upon the respective successors and assigns of the parties.  Nothing
     in this Note,  express or  implied,  is  intended  to confer upon any party
     other than the parties  hereto or their  respective  successors and assigns
     any rights,  remedies,  obligations,  or liabilities  under or by reason of
     this Note, except as expressly provided in this Note.

IN WITNESS WHEREOF, the Borrower has caused this Note to be dated,  executed and
issued on its behalf,  by its duly appointed and authorized  officer,  as of the
5th day of May, 2006.

MANCHESTER INC.


                  By:      /s/ Richard D. Gaines
                           --------------------------------------------
                           Name:    Richard D. Gaines
                           Title:   Corporate Secretary






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