EXECUTION
      VERSION


     

    SECURITY
      AGREEMENT

     

    THIS
      SECURITY AGREEMENT ("Agreement")
      is
      made and entered into as of the 29th day of December, 2006, by and between
      Manchester Indiana Acceptance, Inc., a Delaware corporation, and Manchester
      Inc., a Nevada corporation (together, the "Debtors")
      in
      favor of Rick Stanley, as Sellers Representative, and Rick Stanley, individually
      (collectively, the "Secured
      Party").

    


    WHEREAS,
      the Secured Party and Manchester Indiana Acceptance, Inc. are parties to a
      Stock
      Purchase Agreement, dated as of December 2, 2006, as amended on December 29,
      2006 (the "Purchase Agreement"), by which all of the issued and outstanding
      capital stock of the Secured Party is being sold and conveyed to the
      Purchaser.

    


    WHEREAS,
      the Secured Party has, for value received, agreed, to accept a
      Promissory Note of even date herewith
      in the
      principal amount of Three Million Dollars ($3,000,000.00) from Manchester
      Indiana Acceptance, Inc. (the "Purchase
      Note")
      and
a
      Subordinated Promissory Note of even date herewith
      in the
      principal amount of One Hundred Fifty Thousand Dollars ($150,000.00) from
      Manchester Indiana Acceptance, Inc. (the "Subordinated
      Note"
      and
      referred to herein together with the Purchase Note, collectively, as the
“Notes”) and a Guaranty of even date herewith from Manchester Inc.

     

    WHEREAS,
      as security for the payment and performance of the obligations of the Debtors
      to
      the Secured Party pursuant to the Notes, the Guaranty, and any other obligations
      of the Debtors to the Secured Party now existing or hereafter incurred, the
      Debtors enter into this Agreement providing for, among other things, a security
      interest in favor of the Secured Party in certain of the Debtors'
      property.

     

    NOW,
      THEREFORE, in consideration of the foregoing premises and the mutual covenants
      and agreements herein contained, and other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, the parties hereto,
      intending to be legally bound, do hereby agree as follows:

     

    1.
       Grant
      of Security Interest.
      The
      Debtors hereby grant to the Secured Party a security interest (the "Security
      Interest")
      in all
      of Debtors' right, title and interest in, to or under the following described
      property, and any and all proceeds and products thereof and accessions thereto
      (collectively, the "Collateral")
      (each
      capitalized term used in this Section
      1
      shall
      have the meaning given to it by Article 9 of the Uniform Commercial Code as
      from
      time to time revised or amended and in effect in Indiana, except as otherwise
      defined herein, and all other capitalized terms herein shall have the meaning
      set forth in the Purchase Agreement):

     

    
      	 	
              (a)

            	
              All
                “Default
                Receivables”
                as such term is defined in the Purchase Agreement; and
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              All
                “Charged-Off
                Receivables”
                as such term is defined in the Purchase
                Agreement.

            


    

     

    2. Secured
      Obligations.
      The
      indebtedness and other obligations secured hereby consist of the
      following:

    


    (a) The
      Notes
      of Debtors to the Secured Party and the Guaranty of Manchester to the Secured
      Party, however evidenced, whether as principal or guarantor or otherwise,
      whether now existing or hereafter arising, whether direct or indirect, absolute
      or contingent, joint or several, due or not due, primary or secondary,
      liquidated or unliquidated, secured or unsecured, original, renewed, or extended
      (the "Indebtedness");

    


    (b) All
      costs
      and expenses incurred by the Secured Party to obtain, preserve, perfect and
      enforce the Security Interest granted hereby and all other liens and security
      interests securing payment of all or any portion of the Indebtedness, to collect
      the Indebtedness and to maintain, preserve and realize on or collect the
      Collateral, including, but not limited to, taxes, assessments, insurance
      premiums, repairs, reasonable attorneys' fees and legal expenses, rent storage
      charges, advertising costs, brokerage fees and expenses of sale;
      and

    


    (c) All
      amounts owed under any modifications, renewals or extensions of any of the
      foregoing obligations.

    


    The
      Indebtedness and costs and expenses mentioned in this Section
      2
      are
      collectively referred to herein as the "Secured
      Indebtedness".

    


    3. Debtors
      Representations and Warranties.
      The
      Debtors hereby represent and warrant to the Secured Party as
      follows:

    


    (a) Corporate
      Status.
      Manchester Indiana Acceptance, Inc. is a corporation duly organized and validly
      existing under the laws of the State of Delaware and has the corporate power
      to
      own and operate its properties, to carry on its business as now conducted and
      to
      enter into and to perform its obligations under this Agreement. Manchester
      Inc.
      is a corporation organized and validly existing under the laws of the State
      of
      Nevada, and has the corporate power to own and operate its properties, to carry
      on its business as now conducted and to enter into and to perform its
      obligations under this Agreement.

    


    (b) Validity
      and Binding Effect.
      This
      Agreement is the legal, valid and binding obligation of the Debtors, enforceable
      in accordance with its terms, subject only to limitations imposed by bankruptcy,
      insolvency, moratorium or other similar laws affecting the rights of creditors
      generally or the application of general equitable principles.

    


    (c) Collateral.
      The
      Debtors are the lawful owners and holders of the Collateral free and clear
      of
      any liens, charges, encumbrances or security interests whatsoever in favor
      of
      any other person and have the full authority to grant the Security Interest
      in
      the Collateral hereunder. This Agreement, together with the filing of the
      applicable UCC forms covering the Collateral creates a valid and perfected
      security interest in the Collateral. The Debtors have not made any further
      assignment of, nor granted any further security interest in or liens on, any
      of
      the Collateral. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    4. Debtors'
      Covenants and Agreements.
      The
      Debtors covenant and agree that during the term of this Agreement:

    


    (a) Payment
      of Obligations.
      The
      Debtors shall pay the Secured Indebtedness and shall timely pay or perform,
      as
      the case may be, all of the other obligations of the Debtors to the Secured
      Party, direct or contingent, however evidenced or denominated, and however
      and
      whenever incurred, including any present or future commitment of the Secured
      Party to the Debtors, together with interest thereon, and any extensions,
      modifications, consolidations and/or renewals thereof and any obligations given
      in payment thereof.

    


    (b) Insurance.
      The
Debtors
      shall, at their expense, keep the vehicle inventory at all times insured against
      all risk of loss or damage by fire, theft, and such other casualties as the
      Secured Party may reasonably require for not less than the full replacement
      cost
      thereof. 

    


    (c) Use
      and Condition of Collateral.
      The
      Collateral will be held in the ordinary course of Debtors' business or will
      be
      used or consumed in Debtors' business. The Debtors have the risk of loss of
      the
      Collateral. The Secured Party may examine and inspect the Collateral at any
      reasonable time or times wherever located.

    


    (d) Transfer
      of Collateral.
      Other
      than the sale of
      the
      vehicle inventory in
      the
      ordinary course of Debtors' business, Debtors shall not sell, assign, transfer,
      license, encumber or otherwise dispose of the Collateral or any interest therein
      without the prior written consent of the Secured Party, excluding any such
      action within the scope of security interests of Palm Beach Multi-Strategy
      Fund
      L.P. and its Affiliates (“Palm Beach”). If any encumbrance is imposed on the
      Collateral by operation of law, the Debtors shall give the Secured Party
      immediate written notice of this fact. 

    


    (e) Preservation
      of Security Interest.
      The
      Debtors will faithfully preserve and protect Secured Party's Security Interest
      in the Collateral as a prior perfected security interest under the Indiana
      Uniform Commercial Code, superior and prior to the rights of all third persons,
      and will do all such other acts and things and will, upon request therefor
      by
      the Secured Party, execute or otherwise authenticate, deliver, file and record
      all such other documents and instruments, including, without limitation,
      financing statements, security agreements, assignments and documents and powers
      of attorney with respect to the Collateral, as the Secured Party, in its
      reasonable discretion may deem necessary or advisable from time to time in
      order
      to attach, continue, preserve, perfect and protect said Security Interest.
      The
      Debtors shall notify Secured Party if the Debtors change their legal name,
      the
      location of their chief executive office, their state of incorporation, or
      any
      other change that would necessitate action on the part of the Secured Party
      to
      maintain perfection of the Security Interest. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (f) Authorization
      to File Financing Statements.
      The
      Debtors hereby irrevocably authorize the Secured Party at any time and from
      time
      to time to file in any Uniform Commercial Code jurisdiction any initial
      financing statements and amendments thereto that (a) indicate and include the
      Collateral as set forth in Section
      1
      herein
      or words of similar effect, regardless of whether any particular asset comprised
      in the Collateral falls within the scope of Article 9 of the Uniform Commercial
      Code of the State or such jurisdiction, or, and (b) contain any other
      information required by Article 9 of the Uniform Commercial Code of the State
      or
      any other state for the sufficiency or filing office acceptance of any financing
      statement or amendment. The Debtors agree to furnish any such information to
      the
      Secured Party promptly upon request. The Debtors hereby irrevocably appoints
      the
      Secured Party, its officers, employees and agents, or any of them, as
      attorneys-in-fact for Debtors to execute, deliver, file and record such items
      on
      behalf of Debtors and in Debtors' name, place and stead. This power of attorney,
      being coupled with an interest, shall be irrevocable for the life of this
      Agreement. 

    


    5. Events
      of Default.
      The
      occurrence of any of the following shall constitute an Event of Default
      hereunder:

    


    (a) Default
      in the payment of the Secured Indebtedness.

    


    (b) Any
      material misrepresentation by the Debtors as to any matter
      hereunder.

    


    (c) Failure
      of Debtors to perform any of their material obligations, covenants or agreements
      under this Agreement or the Note.

    


    (d) An
      attachment, execution or levy on any of the Collateral.

    


    (e) The
      Debtors become insolvent or generally fail to pay, or admit in writing the
      Debtors' inability to pay, debts as they become due; or the Debtors apply for,
      consent to or acquiesces in the appointment of a trustee, receiver or other
      custodian for the Debtors or any property or assets of the Debtors, or make
      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 Debtors or for a substantial part of the property or assets
      of
      the Debtors 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 Debtors and if such case or proceeding is not
      commenced by the Debtors it is consented to or acquiesced in by the Debtors
      or
      if such case or proceeding is not vacated, stayed or dismissed within ninety
      (90) days of such commencement.

     

    (f) The
      Debtors shall have transferred or disposed of any Collateral (except in the
      ordinary course of the Debtors' business) without the Secured Party's written
      consent.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    6. Remedies.

    


    (a) Upon
      the
      occurrence of any Event of Default, the Secured Party may, subject to prior
      written consent of Palm Beach, without demand, presentment, notice of intention
      to accelerate, notice of acceleration (all of which are fully waived by the
      Debtors):

    


    (i) exercise
      any or all of its rights and remedies with respect to the Collateral under
      the
      Indiana Uniform Commercial Code, and such additional rights and remedies to
      which a secured party is entitled under the laws in effect in any jurisdiction
      where any rights and remedies hereunder may be asserted, including, without
      limitation, the right to exercise all powers of ownership pertaining to the
      Collateral as if the Secured Party was the sole and absolute owner thereof
      (and
      the Debtors agree to take all such action as may be appropriate to give effect
      to such right);

    


    (ii) With
      or
      without taking possession of the Collateral, sell, assign or otherwise dispose
      of all or any portion of the Collateral, at such place or places as the Secured
      Party deems best, for cash or credit against the Secured Indebtedness, at public
      or private sale, without demand or additional notice, and the Secured Party
      may
      be the purchaser, assignee or recipient of any or all of the Collateral so
      disposed of at any public sale (or, to the extent permitted by law, at any
      private sale), and thereafter shall hold the same absolutely free from any
      claim
      or right of any kind, including any right or equity of redemption (statutory
      or
      otherwise) of the Debtors, any such demand, notice, right or equity being
      expressly waived, disclaimed and released. The Secured Party shall have no
      obligation to clean-up or otherwise prepare the Collateral for sale, the Secured
      Party may sell the Collateral without giving any warranties as to the Collateral
      and may specifically disclaim any warranties of title or the like; 

    


    (iii) enter
      any
      premises of the Debtors, with or without legal process and take possession
      of
      the Collateral and remove it and any records pertaining thereto. The Debtors
      will upon request of the Secured Party assemble the Collateral and any records
      pertaining thereto and make them available at a place designated by the Secured
      Party; and/or

    


    (iv) exercise
      any other powers, rights or remedies conferred to the Secured Party under this
      Agreement, or at law or in equity.

    


    (b) No
      Marshaling.
      The
      Secured Party shall have no obligation to marshal any assets in favor of the
      Debtors or against or in payment of the Secured Indebtedness hereunder or under
      any other obligation owed to the Secured Party by the Debtors.

    


    (c) Remedies
      Cumulative; No Waiver.
      No
      right, power or remedy conferred upon or reserved to the Secured Party by this
      Agreement is intended to be exclusive of any other right, power or remedy,
      but
      each and every such right, power and remedy shall be cumulative and concurrent
      and shall be in addition to any other right, power and remedy given hereunder
      now or hereafter existing at law, in equity or by statute. No delay or omission
      by the Secured Party to exercise any right, power or remedy accruing upon the
      occurrence of any Event of Default shall exhaust or impair any such right,
      power
      or remedy or shall be construed to be a waiver of any such Event of Default
      or
      an acquiescence therein, and every right, power and remedy given by this
      Agreement to the Secured Party may be exercised from time to time and as often
      as may be deemed expedient by the Secured Party.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    7. Miscellaneous.

    


    (a) Successors
      and Assigns Included in Parties.
      Whenever in this Agreement one of the parties hereto is named or referred to,
      the heirs, legal representatives, successors, successors-in-title and assigns
      of
      such parties shall be included, and all covenants and agreements contained
      in
      this Agreement by or on behalf of the Debtors or by or on behalf of Secured
      Party shall bind and inure to the benefit of their respective heirs, legal
      representatives, successors-in-title and assigns, whether so expressed or not,
      including all persons who become bound as debtors to this
      Agreement.

    


    (b) Assignment.
      This
      Agreement may be endorsed, assigned and/or transferred in whole or in part
      by
      Secured Party without consent of the Debtors. Any such holder and/or assignee
      of
      the same shall succeed to and be possessed of the rights and powers of the
      Secured Party under all of the same to the extent transferred and assigned.
      The
      Debtors shall not assign any of their rights nor delegate any of their duties
      hereunder without the prior express written consent of the Secured Party.


    


    (c) Time
      of the Essence.
      Time is
      of the essence with respect to each and every covenant, agreement and obligation
      of the Debtors hereunder.

    


    (d) Severability.
      If any
      provision(s) of this Agreement or the application thereof to any person or
      circumstance shall be invalid or unenforceable to any extent, the remainder
      of
      this Agreement and the application of such provisions to other persons or
      circumstances shall not be affected thereby and shall be enforced to the
      greatest extent permitted by law.

    


    (e) Article
      and Section Headings; Defined Terms.
      Numbered and titled article and section headings and defined terms are for
      convenience only and shall not be construed as amplifying or limiting any of
      the
      provisions of this Agreement.

    


    (f) Notices.
      All
      notices, requests, demands and other communications under this Agreement, if
      any, must be in writing and will be deemed duly given, unless otherwise
      expressly indicated to the contrary in this Agreement, (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:

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    If
      to the
      Debtors:

     

    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 the
      Secured Party:

     

    Rick
      Stanley

    13533
      Marjac Way

    McCordsville,
      Indiana 46055

    Telecopy
      Number: (317) 624-0556 

    


    With
      a
      copy to:

    


    Ice
      Miller LLP

    OneAmerican
      Square

    Suite
      3100

    Indianapolis,
      Indiana 46282-0200

    Attention:
      Steven K. Humke, Esq.

    Telecopy
      number: (317) 592-4675

    


    (g) Entire
      Agreement.
      This
      Agreement and the agreements referenced herein represent the entire agreement
      between the parties concerning the subject matter hereof, and all oral
      discussions and prior agreements are merged herein; provided, if there is a
      conflict between this Agreement and any other document executed
      contemporaneously herewith with respect to the obligations hereunder, the
      provisions of this Agreement shall control. 

    


    (h) Governing
      Law, Forum and Amendments.
      This
      Agreement shall be construed and enforced under the laws of the State of Indiana
      without regard to the conflict of law principles thereof, except to the extent
      that the Uniform Commercial Code provides for the application of the law of
      the
      state of the Debtors' incorporation. The parties each irrevocably consent to
      the
      jurisdiction and venue of the courts of the State of Indiana and the United
      States District Court for the Southern District of Indiana with respect to
      any
      and all actions related to this Agreement or the enforcement of this Agreement
      and each party irrevocably waives any and all objections thereto. No amendment,
      modification, termination or waiver of any provision of this Agreement, nor
      consent to any departure by the Debtors from this Agreement, shall in any event
      be effective unless the same shall be in writing and signed by the Secured
      Party.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (i) Waiver
      of Trial by Jury.
      THE
      DEBTORS HEREBY KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COUNSEL WAIVES
      TRIAL BY JURY IN ANY ACTIONS, PROCEEDINGS, CLAIMS OR COUNTER-CLAIMS, WHETHER
      IN
      CONTRACT OR TORT OR OTHERWISE, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY
      WAY
      RELATING TO THIS AGREEMENT.

    


    (j) Counterparts.
      This
      Agreement may be executed by the parties to this Agreement in separate
      counterparts, each of which when so executed shall be deemed to be an original
      and both of which taken together shall constitute one and the same
      Agreement.


    


    [Signature
      page follows]

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement, or have caused
      this Agreement to be executed by their duly authorized officers, as of the
      day
      and year first above written.

     

     

    
      	 	
              "DEBTORS"

            
	 	 	 
	 	Manchester Indiana Acceptance,
              Inc.
	 
 	 
 	 
 
	
            	By:  	/s/ Richard
              D. Gaines
	 	
              
Printed:
              Richard D. Gaines
	 	Title:
              President


    

     

    
      	 	 	 
	 	
              Manchester
                Inc.

            
	 
 	 
 	 
 
	
            	By:  	/s/ Richard
              D. Gaines
	 	
              
Printed:
              Richard D. Gaines
	 	Title:
              President


    

     

     

    
      	 	
              "SECURED
                PARTY"

            
	 	 	 
	 	
              Rick
                Stanley, as Shareholders’ Representative

            
	 
 	 
 	 
 
	
            	By:  	/s/ Rick
              Stanley
	 	
              
Printed:
              Rick Stanley
	 	Title:
              Shareholders’ Representative


    

     

    
      
        
        

      

      
        9