INDEMNIFICATION AGREEMENT

    


    INDEMNIFICATION
      AGREEMENT, dated as of ____________, ____, by and between MANCHESTER INC.,
      a
      Nevada corporation (the "Company"), and the director and/or officer whose name
      appears on the signature page of this Agreement ("Indemnitee").

    


    RECITALS

    


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

    


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

    


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

    


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

    


    AGREEMENT

    


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

    


    1. Definitions.
      For
      purposes of this Agreement:

    


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

    


    (b) "Disinterested
      Director" shall mean a director of the Company who is not or was not a party
      to
      the Proceeding in respect of which indemnification is being sought by
      Indemnitee.

    


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

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	MANCHESTER
              INC.	
              Indemnification
                Agreement

            


    

     

     

    (d) "Independent
      Counsel" shall mean a law firm or lawyer that neither is presently nor in the
      past five years has been retained to represent: (i) the Company or Indemnitee
      in
      any matter material to any such party or (ii) any other party to the Proceeding
      giving rise to a claim for indemnification hereunder. Notwithstanding the
      foregoing, the term "Independent Counsel" shall not include any firm or person
      who, under the applicable standards of professional conduct then prevailing,
      would have a conflict of interest in representing any of the Company or
      Indemnitee in an action to determine Indemnitee's right to indemnification
      under
      this Agreement. All Expenses of the Independent Counsel incurred in connection
      with acting pursuant to this Agreement shall be borne by the
      Company.

    


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

    


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

    


    2. Service by Indemnitee.
      Indemnitee agrees to begin or continue to serve the Company or an Affiliate
      as a
      director and/or officer. Notwithstanding anything contained herein, this
      Agreement shall not create a contract of employment between the Company and
      Indemnitee, and the termination of Indemnitee's relationship with the Company
      or
      an Affiliate by either party hereto shall not be restricted by this
      Agreement.

    


    3. Indemnification.
      The
      Company agrees to indemnify Indemnitee for, and hold Indemnitee harmless from
      and against, any Losses or Expenses at any time incurred by or assessed against
      Indemnitee arising out of or in connection with the service of Indemnitee as
      a
      director, advisory director, Board Committee member, officer, employee or agent
      of the Company or of an Affiliate (collectively referred to as an "Officer
      or
      Director of the Company or of an Affiliate"), whether the basis of such
      proceeding is alleged action in an official capacity or in any other capacity
      while serving as an Officer or Director of the Company or of an Affiliate,
      to
      the fullest extent permitted by the laws of the State of Nevada in effect on
      the
      date hereof or as such laws may from time to time hereafter be amended to
      increase the scope of such permitted indemnification. Without diminishing the
      scope of the indemnification provided by this Section 3, the rights of
      indemnification of Indemnitee provided hereunder shall include but shall not
      be
      limited to those rights set forth hereinafter.

    


    4. Action or Proceeding Other Than an Action by or in the Right of the

    Company.
      Indemnitee shall be entitled to the indemnification rights provided herein
      if
      Indemnitee is a person who was or is made a party or is threatened to be made
      a
      party to any pending, completed or threatened Proceeding, other than an action
      by or in the right of the Company, by reason of (a) the fact that Indemnitee
      is
      or was an Officer or Director of the Company or of an Affiliate or (b) anything
      done or not done by Indemnitee in any such capacity. Pursuant to this Section,
      Indemnitee shall be indemnified against Losses or Expenses incurred by
      Indemnitee or on Indemnitee's behalf in connection with any Proceeding, if
      Indemnitee acted in good faith and in a manner Indemnitee reasonably believed
      to
      be in or not opposed to the best interests of the Company and, with respect
      to
      any criminal Proceeding, had no reasonable cause to believe his conduct was
      unlawful.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	MANCHESTER
              INC.	
              Indemnification
                Agreement

            


    

     

    


    5. Actions by or in the Right of the Company.
      Indemnitee shall be entitled to the indemnification rights provided
      herein if Indemnitee is a person who was or is made a party or is threatened
      to
      be made a party to any pending, completed or threatened Proceeding brought
      by or
      in the right of the Company to procure a judgment in its favor by reason of
      (a)
      the fact that Indemnitee is or was an Officer or Director of the Company or
      of
      an Affiliate or (b) anything done or not done by Indemnitee in any such
      capacity. Pursuant to this Section, Indemnitee shall be indemnified against
      Losses or Expenses actually and reasonably incurred by Indemnitee or on
      Indemnitee's behalf in connection with any Proceeding if Indemnitee acted in
      good faith and in a manner Indemnitee reasonably believed to be in or not
      opposed to the best interests of the Company. Notwithstanding the foregoing
      provisions of this Section, no such indemnification shall be made in respect
      of
      any claim, issue or matter as to which Nevada law expressly prohibits such
      indemnification by reason of an adjudication of liability of Indemnitee to
      the
      Company; provided,
      however,
      that in
      such event such indemnification shall nevertheless be made by the Company to
      the
      extent that the courts of the State of Nevada or the court in which such action
      or suit was brought shall determine equitable under the
      circumstances.

    


    6. Indemnification for Losses and Expenses of Party Who is Wholly
      or Partly Successful.
      Notwithstanding any provision of this Agreement, to the extent that Indemnitee
      has been wholly successful on the merits or otherwise absolved in any Proceeding
      on any claim, issue or matter, Indemnitee shall be indemnified against all
      Losses or Expenses actually and reasonably incurred by Indemnitee or on
      Indemnitee's behalf in connection therewith. If Indemnitee is not wholly
      successful in such Proceeding but is successful, on the merits or otherwise,
      as
      to one or more but less than all claims, issues or matters in such Proceeding,
      the Company agrees to indemnify Indemnitee, to the maximum extent permitted
      by
      law, against all Losses and Expenses incurred by Indemnitee in connection with
      each successfully resolved claim, issue or matter. In any review or Proceeding
      to determine the extent of indemnification, the Company shall bear the burden
      of
      proving any lack of success and which amounts sought in indemnity are allocable
      to claims, issues or matters which were not successfully resolved. For purposes
      of this Section and without limitation, the termination of any such claim,
      issue
      or matter by dismissal with or without prejudice shall be deemed to be a
      successful resolution as to such claim, issue or matter.

    


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

    


    8. Advancement of Expenses and Costs.
      All
      Expenses incurred by or on behalf of Indemnitee (or reasonably expected by
      Indemnitee to be incurred by Indemnitee within three months) in connection
      with
      any Proceeding shall be paid promptly by the Company, and in any event in
      advance of the final disposition of such Proceeding within five (5) business
      days after the receipt by the Company of a statement or statements from
      Indemnitee requesting from time to time such advance or advances, whether or
      not
      a determination to indemnify has been made under Section 9. Such statement
      or statements shall evidence such Expenses incurred (or reasonably expected
      to
      be incurred) by Indemnitee in connection therewith and shall include or be
      accompanied by a written undertaking by or on behalf of Indemnitee to repay
      such
      amount if it shall ultimately be determined that Indemnitee is not entitled
      to
      be indemnified therefor pursuant to the terms of this Agreement. The
      right
      to indemnification of advances as granted by this Section 8 shall be
      enforceable by the director or officer in any court of competent jurisdiction,
      if the Company denies such request, in whole or in part, or if no disposition
      thereof is made within five (5) business days. Such person's costs and expenses
      incurred in connection with successfully establishing his/her right to
      indemnification, in whole or in part, in any such action shall also be
      indemnified by the Company. It shall be a defense to any such action seeking
      an
      adjudication or award in arbitration pursuant to this Agreement (other than
      an
      action brought to enforce a claim for the advance of costs, charges and expenses
      under this Section 8 where the required undertaking, if any, has been received
      by the Company) that the claimant has not met the standard of conduct set forth
      in the laws of Nevada, as the same exists or hereafter may be amended (but,
      in
      the case of any such amendment, only to the extent that such amendment permits
      the Company to provide broader indemnification rights than said law permitted
      the Company to provide prior to such amendment), but the burden of proving
      such
      defense shall be on the Company. Neither the failure of the Company (including
      its Board of Directors, its independent legal counsel and its stockholders)
      to
      have made a determination prior to the commencement of such action that
      indemnification of the claimant is proper in the circumstances because he/she
      has met the applicable standard of conduct set forth in the laws of Nevada,
      as
      the same exists or hereafter may be amended (but, in the case of any such
      amendment, only to the extent that such amendment permits the Company to provide
      broader indemnification rights that said law permitted the Company to provide
      prior to such amendment), nor the fact that there has been an actual
      determination by the Company (including its Board of Directors, its independent
      legal counsel and its stockholders) that the claimant has not met such
      applicable standard of conduct, shall be a defense to any action brought by
      Indemnitee in respect of the Company’s obligation to advance payment for
      coverage of Expenses or create a presumption that Indemnitee has not met the
      applicable standard of conduct.

    


    9. Procedure for Determination of Entitlement to Indemnification.  (a)  When
      seeking indemnification under this Agreement (which shall not include in any
      case the right of Indemnitee to receive payments pursuant to Section 7 and
      Section 8 hereof, which shall not be subject to this Section 9), Indemnitee
      shall submit a written request for indemnification to the Company. Such request
      shall include documentation or information which is reasonably necessary for
      the
      Company to make a determination of Indemnitee's entitlement to indemnification
      hereunder and which is reasonably available to Indemnitee. Determination of
      Indemnitee's entitlement to indemnification shall be made promptly, but in
      no
      event later than 60 days after receipt by the Company of Indemnitee's written
      request for indemnification. The Secretary of the Company shall, promptly upon
      receipt of Indemnitee's request for indemnification, advise the Board that
      Indemnitee has made such request for indemnification.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	MANCHESTER
              INC.	
              Indemnification
                Agreement

            


    

     

    


    (b) The
      entitlement of Indemnitee to indemnification under this Agreement in respect
      of
      any pending, contemplated or threatened Proceeding shall be determined in the
      specific case by (a) the Board of Directors by a majority vote of those
      directors who were not party to such Proceeding, whether or not they constitute
      a quorum of the Board of Directors, or (b) if such a quorum is not obtainable,
      or if a quorum of disinterested directors so directs, by Independent Counsel
      in
      a written opinion, or (c) by the stockholders.

    


    (c) In
      the
      event the determination of entitlement is to be made by Independent Counsel,
      such Independent Counsel shall be selected by the Board and approved by
      Indemnitee. Upon failure of the Board and the Board of Directors to so select
      such Independent Counsel or upon failure of Indemnitee to so approve, such
      Independent Counsel shall be selected by the President of the Association of
      the
      Bar of the City of New York.

    


    (d) If
      the
      determination made pursuant to Section 9(b) is that Indemnitee is not
      entitled to indemnification to the full extent of Indemnitee's request,
      Indemnitee shall have the right to seek entitlement to indemnification in
      accordance with the procedures set forth in Section 10 hereof.

    


    (e) If
      the
      person or persons empowered pursuant to Section 9(b) hereof to make a
      determination with respect to entitlement to indemnification shall have failed
      to make the requested determination within 60 days after receipt by the Company
      of such request, the requisite determination of entitlement to indemnification
      shall be deemed to have been made and Indemnitee shall be absolutely entitled
      to
      such indemnification, absent (i) misrepresentation by Indemnitee of a material
      fact in the request for indemnification or (ii) a final judicial determination
      that all or any part of such indemnification is expressly prohibited by law.
      

    


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

    


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

    


    (h) The
      knowledge and/or actions, or failure to act, of any director, officer, agent
      or
      employee of the Company or an Affiliate shall not be imputed to Indemnitee
      for
      purposes of determining the right to indemnification under this
      Agreement.

    


    10. Remedies in Cases of Determination Not to Indemnify or to Advance 

    Expenses.  (a)  In
      the event that (i) a determination is made that Indemnitee is not entitled
      to
      indemnification hereunder, (ii) advances are not made pursuant to Section 8
      hereof or (iii) payment has not been timely made following a determination
      of
      entitlement to indemnification pursuant to Section 9 hereof, Indemnitee shall
      be
      entitled to seek an adjudication in an appropriate court of the State of Nevada
      or any other court of competent jurisdiction as to Indemnitee's entitlement
      to
      such indemnification or advance.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	MANCHESTER
              INC.	
              Indemnification
                Agreement

            


    

     

    


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

    


    (c) If
      a
      determination is made or deemed to have been made pursuant to the terms of
      Section 9 or 10 hereof that Indemnitee is entitled to indemnification, the
      Company shall be bound by such determination in any judicial proceeding or
      arbitration in the absence of (i) a misrepresentation of a material fact by
      Indemnitee or (ii) a final judicial determination that all or any part of such
      indemnification is expressly prohibited by law.

    


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

    


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

    


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

    


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

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	MANCHESTER
              INC.	
              Indemnification
                Agreement

            


    

     

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	MANCHESTER
              INC.	
              Indemnification
                Agreement

            


    

     

    


    (b) If
      to the
      Company to:

    


    MANCHESTER
      INC.

    100
      Crescent Court, 7th
      Floor

    Dallas,
      Texas 75201

    


    with
      a
      copy to:

    


    Wuersch
      & Gering LLP

    100
      Wall
      Street, 21st
      Floor

    New
      York,
      NY 10005

    Attention:
      Travis L. Gering, Esq.

    Phone:
      (212) 509-5050

    Fax:
      (212) 509-9559

    


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

    


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

    


    [Signature
      Page to follow]

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      	MANCHESTER
              INC.	
              Indemnification
                Agreement

            


    


    


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

    
      	 	 	 
	 	MANCHESTER
              INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
              
	 	Title:  
              


    

     

    
      	 	 	 
	 	INDEMNITEE:
	 	       
                	 
	 	
              
Name:
              
	 	Title:  
              


    

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      	MANCHESTER
              INC.	
              Indemnification
                Agreement

            


    


    


    Annex
      A

    


    Manchester
      Inc. Indemnification Agreements 

     

    


    
      	Name: 	Date Entered:
	 	 
	Stephen Scorgie 	March 16,
              2007


    

     

     

     

    
      
         

      

      
        9