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.

     

    SUBORDINATED
      PROMISSORY NOTE

    


    
      
        	
                $150,000.00
                  

              	
                December
                  29,
                  2006

              


      

    

     

    
      FOR
        VALUE
        RECEIVED, Manchester Indiana Acceptance, Inc., a Delaware corporation
        ("Maker"),
        hereby promises to pay to the order of Rick Stanley (the "Holder"),
        the
        principal amount of One Hundred Fifty Thousand Dollars ($150,000.00) (the
        "Principal
        Amount"),
        plus
        interest, as provided herein, all without relief from valuation or appraisement
        laws.

       

      This
        Subordinated 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 29, 2006, by and among the
        Maker,
        the Holder and other parties signatory thereto (the "Purchase
        Agreement"),
        together with the Seller Note. Capitalized terms used and not otherwise defined
        herein shall have the meanings set forth in the Purchase Agreement.


       

      The
        payment of the Principal hereof and Interest hereon on the due dates therefor
        is
        subject to the subordination provisions set forth below. 

       

      1. Interest.
        

       

      (a) From
        the
        Closing Date until the nine-month 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 and 3
        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 required Principal Amount 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 two
        installments of which (a) the first installment equal in amount to fifty
        percent
        (50%) of the Principal Amount and Interest due thereon shall be due on or
        before
        the six-month anniversary of the date hereof; and (b) the second installment
        equal in amount to fifty percent (50%) of the Principal Amount shall be due
        on
        or before the nine-month anniversary of the date hereof. 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

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


       

      
        	 	
                (i)

              	
                Default
                  Receivables and Charged-Off Receivables Payments.
                  So long as the Maker, Manchester and their respective affiliates
                  are not
                  in default of any of their agreements with Palm Beach Multi-Strategy
                  Fund
                  L.P., all revenues derived from Default Receivables and Charged-Off
                  Receivables shall be applied 100% to prepayment of the Principal
                  Amount;

              


      

       

      
        	 	
                (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.

              


      

       

      4. Voluntary
        Prepayment; Subordination.
        

       

      (a) Voluntary
        Prepayment.
        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. 

       

      (b) Subordination.
        All
        payments under this Note are subordinated to repayment of all Senior
        Indebtedness. “Senior Indebtedness” means any and all other secured indebtedness
        and other secured obligations for borrowed money (including, without limitation,
        principal, premium (if any), interest, fees charges, expenses, costs,
        professional fees and expenses, and reimbursement obligations) at any time
        owing
        by Purchaser to any and all other secured creditors of Purchaser, including,
        but
        not limited to such amounts as may accrue or be incurred before or after
        default
        or workout or the commencement of any liquidation, dissolution, bankruptcy,
        receivership or reorganization by or against Purchaser.

       

      5. 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. 

       

      6. 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.

       

      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

       

      7. 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.

       

      8. Security.
        This
        Note is secured by a Security Agreement between 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. 

       

      9. 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 the Inventory & Fixture Refinancing, or
        such other liens as may arise in the ordinary course of business.

       

      10. 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.

       

      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      

       

      (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”).

       

      11. 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.

       

      12. 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. 

       

      13. 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.

       

      14. 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:

       

      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      

       

      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.

      


      15. 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. 

       

      16. 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 HIS 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.

       

      
        
           

        

        
          -5-

          
            

          

        

        
           

        

      

       

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

       

      18. 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.

       

      19. 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

       

      20. 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 represents and warrants 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
        understands, covenants and agrees 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.

       

      
        
           

        

        
          -6-

          
            

          

        

        
           

        

      

       

      (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]

       

      
        
           

        

        
          -7-

          
            

          

        

        
           

        

      

       

      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:  	/s/ Richard
                D. Gaines
	 	
                

                Name:
                  Richard D. Gaines

              
	 	
                Title:
                  President

              


      

       

      
        Accepted
          this 29th
          day of
          December 2006:

      

       

      
        	 	 	 	 
	/s/ Rick
                Stanley	 	 	
              
	
                
Rick
                Stanley	 	 	
              
	
              	 	 	
              


      

       

      
        
           

        

        
          S-1