EXECUTION
      VERSION

     

    THIS
      PROMISSORY NOTE MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
      EXCEPT AS PROVIDED HEREIN. ANY ATTEMPTED TRANSFER OF THIS PROMISSORY NOTE IN
      VIOLATION OF SUCH TERMS SHALL BE NULL AND VOID AND OF NO EFFECT. THIS PROMISSORY
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      OR
      ANY APPLICABLE STATE SECURITIES LAWS, AND NO OFFER, TRANSFER OR ASSIGNMENT
      OF
      THIS PROMISSORY NOTE MAY BE MADE IN THE ABSENCE OF SUCH
      REGISTRATIONS.

     

    PROMISSORY
      NOTE

     

    

      
        	
                $3,000,000.00

              	
                December
                  29, 2006

              


      

    

     

    FOR
      VALUE
      RECEIVED, Manchester Indiana Acceptance, Inc., a Delaware corporation
      ("Maker"),
      hereby promises to pay to the order of Rick
      Stanley, as Shareholders Representative (the
      "Holder"),
      the
      principal amount of Three Million Dollars ($3,000,000.00) (the "Principal
      Amount"),
      plus
      interest, as provided herein, all without relief from valuation or appraisement
      laws.

     

    This
      Promissory Note (the "Note")
      is
      being issued and delivered by the Maker to the Holder pursuant to Section
      2.2
      of the
      Stock Purchase Agreement, dated as of December 2, 2006, as amended on December
      29, 2006, by and among the Maker, the Holder and other parties signatory thereto
      (the "Purchase
      Agreement")
      together with the Subordinated Note. Capitalized terms used and not otherwise
      defined herein shall have the meanings set forth in the Purchase
      Agreement.

     

    1. Interest.
      

     

    (a) From
      the
      Closing Date until the first anniversary of the date hereof, interest on the
      unpaid Principal Amount shall accrue at the rate of five percent (5%) per annum
      (the “Interest”).
      

     

    (b) In
      the
      event of the occurrence of an Event of Default, as defined in Section
      10
      of this
      Note and specifically including the failure of the Maker to make the payment
      required by Sections
      2
      of this
      Note, interest on the unpaid Principal Amount shall accrue at the rate of
      fifteen (15%) per annum.

     

    (c) Interest
      shall be computed on the basis of actual days elapsed over a three hundred
      sixty-five (365) day year.

     

    2. Payment
      of Principal Amount and Interest.
      Subject
      to the principal prepayment requirements applicable to the Maker set forth
      in
      Section 3 and the optional pre-payment provisions of Section 4, the Maker shall
      pay to the Holder any and all unpaid Principal Amount of this Note and all
      Interest accrued thereon under Section
      1(a)
      in one
      installment on or before the first anniversary of the date hereof. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3. Prepayments.
      The
      Maker shall pay to the Holder the Principal Amount of this Note and all unpaid
      Interest accrued thereon in accordance with the following: 

     

    (i) Mandatory
      Prepayments.
      There
      will be no mandatory pre-payments of Principal or Interest under this
      Note;

     

    (ii) Reasonable
      Cooperation.
      The
      Maker shall exercise its commercially reasonable cooperation to assist Rick
      Stanley to facilitate the Closing of the Inventory & Fixture Refinancing and
      the Maker shall not unreasonably refuse any third-party offers for such
      Inventory & Fixture Refinancing, provided, however, any and all
      determinations to accept any proposed terms and conditions for such Inventory
      & Fixture Refinancing shall be made at the sole discretion of the Board of
      Directors of the Maker.

     

    (iii) Voluntary
      Prepayments.
      The
      Maker may prepay all or any portion of the unpaid balance of this Note, without
      premium or penalty, at any time and from time to time.

     

    4. Method
      of Payment.
      The
      Principal Amount of this Note and any and all interest thereon shall be paid
      by
      Maker in lawful currency of the United States of America to the Holder at the
      address of the Holder specified in Section
      14
      of this
      Note or at such other place as the Holder shall direct in writing to the Maker.
      All payments due hereunder shall be made not later than the end of the business
      day on the day when due. 

     

    5. Satisfaction
      of Holder’s Expenses.
      The
      Maker shall pay to the Holder all reasonable out-of-pocket costs and expenses
      (including reasonable counsel fees and expenses) incurred by the Holder in
      connection with any proceedings or enforcement action instituted by or on behalf
      of the Holder to collect any sums due and owing by the Maker under this Note
      in
      the event of an Event of Default.

     

    6. Application
      of Payments.
      All
      payments made by the Maker hereunder, including any prepayment, shall be
      applied: (a) first, to the payment of any costs and expenses for which Maker
      is
      responsible under Section
      6
      of this
      Note, (b) second, to the payment in full of accrued unpaid interest, and (c)
      finally, to the reduction of the unpaid Principal Amount.

     

    7. Security.
      This
      Note is secured by a Security Agreement among the Maker, the Holder, and
      Manchester Inc. of even date herewith with respect to certain Collateral (as
      defined in the Security Agreement). All of the terms, covenants, and conditions
      the Security Agreement are hereby made a part of this Note and the rights and
      remedies of the Holder hereof as provided in the Security Agreement and in
      this
      Note shall be cumulative and concurrent and may be pursued singly, successively
      or together. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    8. Covenants.
      The
      Maker agrees that, until such time as this Note has been paid in
      full:

     

    (a) The
      Maker
      will provide to the Holder, promptly on the Maker's receipt thereof, any notice
      of default received by it under any agreements between the Maker and third
      parties relating to other indebtedness incurred by the Maker. 

     

    (b) Maker
      will not create, assume, or suffer to exist, any lien or other encumbrance
      of
      any kind upon any of its assets securing this Note, whether now owned or
      hereafter acquired, except those liens granted by the Maker to the Parent’s
      lender to finance the Closing of the Purchase Agreement or liens granted to
      third parties in connection with any refinancing of the Maker’s assets, or such
      other liens as may arise in the ordinary course of business. 

     

    9. Events
      of Default.
      For
      purposes of this Note, each of the following constitutes an "Event
      of Default"
      hereunder:

     

    (a) If
      the
      payment of the Principal Amount or of interest on this Note is not paid when
      due
      (as set forth in Sections
      2 and 3
      of this
      Note).

     

    (b) The
      default by Maker in the performance or observance of any covenant, agreement
      or
      condition contained in this Note.

     

    (c) If
      the
      Maker becomes insolvent or generally fails to pay, or admits in writing the
      Maker's inability to pay, debts as they become due; or the Maker applies for,
      consents to or acquiesces in the appointment of a trustee, receiver or other
      custodian for the Maker or any property or assets of the Maker, or makes a
      general assignment for the benefit of creditors; or, in the absence of such
      application, consent or acquiescence, a trustee, receiver or other custodian
      is
      appointed for the Maker or for a substantial part of the property or assets
      of
      the Maker and is not discharged within ninety (90) days; or any bankruptcy,
      reorganization, debt arrangement, or other case or proceeding under any
      bankruptcy or insolvency law, or any dissolution or liquidation proceeding,
      is
      commenced in respect of the Maker and if such case or proceeding is not
      commenced by the Maker it is consented to or acquiesced in by the Maker or
      if
      such case or proceeding is not vacated, stayed or dismissed within ninety (90)
      days of such commencement.

     

    (d) all
      or
      substantially all of the assets of the Maker or any material portion thereof, is
      sold or conveyed, attached, seized, subject to a writ of distress warrant,
      or
      levied upon, or comes into the possession of any receiver, trustee, custodian
      or
      assignee for the benefit of creditors, or are otherwise taken possession of
      by a
      secured or unsecured creditor, and the same is not vacated, stayed, dismissed,
      or set aside within thirty (30) days after the occurrence thereof.

     

    (e) a
      Material Default by Maker shall occur under the Purchase Agreement and remain
      uncured by the Maker for a period of sixty (60) days after written notice by
      the
      Holder. A Material Default shall mean a default under the Purchase Agreement
      that has a Material Adverse Effect on the Maker (“Material
      Default”).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    10. Remedies
      Upon an Event of Default.
      At any
      time after the occurrence of an Event of Default, the Holder may, at the
      Holder’s option and without notice or demand, do any one or more of the
      following rights and remedies:

     

    (a) declare
      the entire unpaid Principal Amount of this Note and all accrued, unpaid interest
      thereon to be due and payable immediately; and

     

    (b) exercise
      any other right or remedy that the Holder may have under this Note or at law
      or
      in equity.

     

    11. Waiver
      of Rights to Setoff.
      The
      Maker hereby agrees and acknowledges that it shall have no right to setoff
      or
      recoupment under this Note, except as provided in the Purchase Agreement. The
      Maker agrees and acknowledges that it shall not assert any right to setoff,
      recoupment, or any right to credit amounts due under this Note against any
      obligations due to the Maker by the Holder, except pursuant to the terms and
      conditions of the Purchase Agreement. For
      purposes of clarity, the Maker shall have all rights of set-off as set forth
      in
      the Purchase Agreement. 

     

    12. Assignability.
      This
      Note and the rights and obligations of the Holder or the Maker hereunder shall
      not be assignable or transferable without the prior written consent of the
      nonassigning or nontransferring party.

     

    13. Notices.
      All
      notices, requests, demands and other communications under this Note, if any,
      must be in writing and will be deemed duly given, unless otherwise expressly
      indicated to the contrary in this Note, (i) when personally delivered, (ii)
      upon
      receipt of a telephonic facsimile transmission with a confirmed telephonic
      transmission answer back, (iii) three (3) days after having been deposited
      in
      the United States mail, certified or registered, return receipt requested,
      postage prepaid, or (iv) one (1) business day after having been dispatched
      by a
      nationally recognized overnight courier service, addressed to the parties or
      their permitted assigns at the following addresses (or at such other address
      or
      number as is given in writing by either party to the other) as
      follows:

     

    If
      to
      Maker:

     

    Manchester
      Indiana Acceptance, Inc.

    c/o
      Manchester Inc.

    100
      Crescent Court, 7th
      Floor

    Dallas,
      Texas, 75201

    Attention:
      Richard Gaines

    Telecopy
      Number: (214) 459-8035

    


    With
      a
      copy to:

    


    Wuersch
      & Gering LLP

    100
      Wall
      Street, 21st
      Floor

    New
      York,
      New York 10005

    Attention:
      Travis L. Gering, Esq.

    Telecopy
      Number: (212) 509-9559 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    If
      to
      Holder:

    


    Rick
      Stanley

    13533
      Marjac Way

    McCordsville,
      Indiana 46055

    Telecopy
      Number: (317) 624-0556 

    


    With
      a
      copy to:

    


    Ice
      Miller LLP

    One
      American Square

    Suite
      3100

    Indianapolis,
      Indiana 46282-0200

    Attention:
      Steven K. Humke, Esq.

    Telecopy
      number: (317) 592-4675

    


    Any
      party
      may change the address to which notices are to be addressed by giving the other
      party notice in the manner set forth herein.

    


    14. Waivers
      by the Maker.
      The
      Maker hereby waives presentment for payment, protest, notice of protest, notice
      of nonpayment of this Note, demand and all legal diligence in enforcing
      collection, and all benefits and rights under any valuation or appraisement
      laws
      as to the debt evidenced by this Note, and expressly agree that the Holder
      may
      defer or postpone collection of the whole or any part thereof of this Note
      or
      release any person primarily or secondarily liable for payment of this Note,
      and
      such deferment, postponement, renewal, extension, and/or release shall not
      in
      any way affect or change the obligations of the Maker, or of any other party
      who
      may become liable for payment thereof. 

     

    15. Waiver
      of Jury Trial.
      TO THE
      EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, THE MAKER (BY
      ITS EXECUTION HEREOF) AND THE HOLDER (BY ITS ACCEPTANCE OF THIS NOTE) WAIVE
      AND
      COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR
      OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE
      OR
      ACTION ARISING OUT OF OR BASED UPON OR RELATING TO THIS NOTE OR IN ANY WAY
      CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY,
      IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING.

     

    16. Taxes.
      The
      Maker shall be responsible for the payment of any taxes due in connection with
      the issuance of this Note.

     

    17. Remedies
      Cumulative.
      The
      rights and remedies provided to the Holder under this Note are not exclusive
      and
      are in addition to any other rights and remedies the Holder may have at or
      law
      or in equity under applicable law; shall be cumulative; may be pursued, singly,
      successively or together against the Maker; and may be exercised as often as
      occasion therefor shall allow.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    18. Severability.
      Any
      provision contained in this Note 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, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction

     

    19. Miscellaneous.

     

    (a) This
      Note
      and all matters related hereto shall be governed, construed and enforced under
      the laws of the State of Indiana, without regard to conflict of law principles
      of any jurisdiction to the contrary, provided, however, for purposes of clarity
      and notwithstanding the foregoing, any and all matters pertaining to the Stock
      Purchase Agreement other than this Note shall be governed, construed and
      enforced in accordance with the applicable provisions set forth in the Stock
      Purchase Agreement. Any proceeding to enforce, interpret, challenge the validity
      of, or recover for the breach of any provision of, this Note shall be filed
      exclusively in state or federal court located in Indianapolis, Indiana, and
      the
      parties hereto expressly consent to the exclusive jurisdiction of such court
      and
      expressly waive any and all objections to personal jurisdiction, service of
      process or venue in connection therewith.

     

    (b) The
      Holder, by acceptance of this Note, hereby represent and warrant that this
      Note
      has been acquired by the Holder for investment only and not for resale or
      distribution hereof. The Holder, by acceptance of this Note, further understand,
      covenant and agree that the Maker is under no obligation and has made no
      commitment to provide for registration of this Note under the Securities Act
      of
      1933, as amended, or state securities laws, or to take such steps as are
      necessary to permit the sale of this Note without registration under those
      laws.

     

    (c) Neither
      the Maker nor the Holder shall (by act, delay, omission or otherwise) be deemed
      to have waived any of their rights or remedies hereunder, or any provision
      hereof, unless such waiver is in writing signed by such party, and any such
      waiver shall be effective only to the extent specifically set forth therein;
      and
      a waiver by either party of any right or remedy under this Note on any one
      occasion shall not be construed as a bar to or waiver of any such right or
      remedy which such party would otherwise have had on any future
      occasion.

     

    (d) Wherever
      possible, each provision of this Note which has been prohibited by or held
      invalid under applicable law shall be ineffective to the extent of such
      prohibition or invalidity, but such prohibition or invalidity shall not
      invalidate the remainder of such provision or the remaining provisions of this
      Note.

     

    (e) After
      the
      Principal Amount and any and all accrued interest has been paid in full, this
      Note shall be surrendered to the Maker for cancellation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (f) The
      headings of the sections of this Note are solely for convenient reference and
      shall not be deemed to affect the meaning or interpretation of any provision
      of
      this Note.

     

    (g) Any
      amendment hereto must be in writing and signed by Maker and the
      Holder.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF,
      the
      Maker has executed, acknowledged, and delivered this Note as of the day and
      year
      first above written.

    
      	 	 	 
	 	Manchester
              Indiana
              Acceptance, Inc.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
              Richard D. Gaines
	 	Title:
              President


    

     

    
      	Accepted
              this
              29th
              day of December 2006:	 	 	 
	 	 	 	 
	Rick Stanley, as Shareholders
              Representative	 	 	 
	 	 	 	 
	By:	 	 	 
	
              
                

              

              Name:
                Rick Stanley

            	 	 	
            
	
              Title:
                Shareholders Representative