MANCHESTER INC.

                      AMENDED AND RESTATED PROMISSORY NOTE



U.S. $99,303.73                                                    JUNE 27, 2006

THIS  AMENDED  AND  RESTATED  PROMISSORY  NOTE,  is hereby  made by and  between
Manchester  Inc., a Nevada  corporation  (the  "Borrower"),  and Robert Sim (the
"Lender").

WHEREAS,  in a  Promissory  Note dated as of November  24,  2004 (the  "Original
Note"),  the Borrower agreed to pay the Lender the sum of Eighty-Eight  Thousand
Twenty-Five United States Dollars (U.S.  $88,025.00) (the "Original Principal"),
plus all interest accrued thereon at an annual rate of 6% per annum;

WHEREAS,  the Borrower  and the Lender have agreed to add to the  Original  Note
subsequent loans made by the Lender to the Borrower;

WHEREAS,  the Lender  has,  subsequent  to the loan of Original  Principal,  has
loaned to the  Borrower  the sums of Two  Thousand  Nine Hundred and One Dollars
(U.S. $2,901.00) and One Hundred Thirty-Nine Dollars (U.S. $139.00),  increasing
the total  amount of  principal  loaned by  Lender  to  Borrower  to  Ninety-One
Thousand  Sixty-Four  Dollars  and  Twenty-Five  Cents  (U.S.  $91,064.25)  (the
"Adjusted Principal");

WHEREAS, interest in the amount of Eight Thousand Two Hundred Fifty-Four Dollars
and Forty-Five Cents (U.S. $8,254.45) has accrued on the Adjusted Principal, and
the  Borrower  now owes the Lender a total  amount,  as of the date  hereof,  of
Ninety-Nine  Thousand  Three Hundred and Three Dollars and  Seventy-Three  Cents
(U.S. $99,303.73) (the "Capitalized Principal");

WHEREAS, the Original Note was due and payable to the Lender on December 24,
2005;

WHEREAS,  the Lender and the  Borrower  have  agreed to waive the default of the
Original Note in  consideration  for the covenants and undertakings set forth in
this Amended and Restated  Promissory Note in respect the Capitalized  Principal
and  adjustment  of the rate of  interest  due  thereon,  and the Lender and the
Borrower hereby agrees as follows;

1.   NOW, THEREFORE,  FOR VALUE RECEIVED, the Borrower hereby promises to pay to
     the order of the Lender the  Capitalized  Principal  and all  interest  due
     thereon at or prior to the Due Date as defined below,  at such place and in
     such manner as Lender may specify in writing.

2.   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  deliver of the Adjusted  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 Capitalized Principal hereunder.

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Manchester Inc.                             Amended and Restated Promissory Note
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3.   The  Borrower  shall,  effective  as of June 1, 2006,  pay  interest on the
     Capitalized  Principal of this Amended and Restated  Promissory Note at the
     annual  rate of 8% per  annum,  calculated  based on a year of 365 days and
     actual days elapsed.

4.   This  Amended and  Restated  Promissory  Note,  including  all  Capitalized
     Principal and interest  accrued  thereon,  shall be due and payable in full
     not later than the close of business on June 30, 2007 (the "Due Date").

5.   The Borrower may not assign or transfer its obligations  under this Amended
     and Restated  Promissory Note and any such purported transfer shall void ab
     initio.  The Lender  may  assign,  transfer  or sell any and all rights and
     interests  in  this  Amended  and  Restated  Promissory  Note  at its  sole
     discretion.

6.   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 Amended
     and Restated Promissory Note. No waiver of any of its rights hereunder, and
     no modification or amendment of this Amended and Restated  Promissory 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.

7.   Any term or condition of this Amended and Restated  Promissory  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.

8.   The  Borrower  represents  and  warrants  that this  Amended  and  Restated
     Promissory 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 Amended and Restated  Promissory  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 except with respect to the security  interests granted
     to the Holder hereof.

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Manchester Inc.                             Amended and Restated Promissory Note
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9.   If any provision of this Amended and Restated Promissory 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  Amended  and
     Restated  Promissory  Note will not be materially  and  adversely  affected
     thereby, (i) such provision will be fully severable,  (ii) this Amended and
     Restated Promissory 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 Amended and Restated Promissory 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 Amended and Restated Promissory Note
     a legal,  valid  and  enforceable  provision  as  similar  in terms to such
     illegal, invalid or unenforceable provision as may be possible.

10.  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.

11.  This  Amended  and  Restated  Promissory  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.

12.  A default shall exist on this Amended and Restated  Promissory  Note if any
     of the following  occurs and is continuing:  (i) Failure to pay Capitalized
     Principal on the Amended and Restated Promissory Note on or before the date
     such payment is due; (ii) Failure by the Borrower to perform or observe any
     other  covenant or agreement of the Borrower  contained in this Amended and
     Restated  Promissory  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  Capitalized
     Principal  of the  Amended  and  Restated  Promissory  Note,  plus  accrued
     Interest,  to be immediately due and payable,  upon which such  Capitalized
     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.                             Amended and Restated Promissory Note
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13.  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
     Amended and Restated  Promissory  Note, any endorsement or guaranty of this
     Amended and Restated  Promissory  Note, any pledge,  security,  guaranty or
     other  documents  executed in  connection  with this  Amended and  Restated
     Promissory Note; (b) consent to all delays,  extensions,  renewals or other
     modifications  of this Amended and Restated  Promissory 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 Amended and Restated  Promissory Note, under any
     endorsement or guaranty of this Amended and Restated  Promissory  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 Amended and Restated Promissory 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 Amended and Restated  Promissory  Note and
     the rights  hereunder;  and (d) waive the right to  interpose  any defense,
     set-off or counterclaim of any nature or description.

14.  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 Amended and Restated Promissory Note against impairment.
     This Amended and Restated  Promissory 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.                             Amended and Restated Promissory Note
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15.  This Amended and Restated  Promissory 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.

16.  This Amended and Restated  Promissory Note may be executed in any number of
     counterparts,  each of which will be deemed an  original,  but all of which
     together will constitute one and the same instrument.

17.  If the Holder loses this Amended and Restated Promissory Note, the Borrower
     shall issue an identical  replacement  note to the Holder upon the Holder'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.

18.  The terms and conditions of this Amended and Restated Promissory Note shall
     inure to the benefit of and be binding upon the  respective  successors and
     assigns of the parties.  Nothing in this  Amended and  Restated  Promissory
     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 Amended
     and Restated  Promissory Note, except as expressly provided in this Amended
     and Restated Promissory Note.

IN WITNESS WHEREOF, the Borrower has caused this Amended and Restated Note to be
dated,  executed and issued on its behalf,  by its duly appointed and authorized
officer, as of this June 27, 2006.

LENDER:
         /s/ Robert Sim
         ------------------------------
         Robert Sim


BORROWER:


         Manchester Inc.


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




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