EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT
      (the
      "Agreement")
      is
      made and entered into as of this December 29, 2006,
      (the
      "Effective
      Date")
      by and
      between Manchester
      Indiana Operations, Inc.
      (the
      "Corporation")
      and
      Rick L. Stanley (the "Employee").
      

     

    Preliminary
      Statement

     

    Pursuant
      to the terms of a Stock Purchase Agreement ("Stock
      Purchase Agreement")
      dated
      December 2, 2006, as amended December 29, 2006, by and among Manchester
      AcquisitionCo, Inc., a Delaware Corporation ("Purchaser"),
      all
      of the shareholders of the Corporation and all of the shareholders of GNAC,
      Inc., (collectively, the "Sellers"),
      Purchaser shall purchase from Sellers, and Sellers shall sell to Purchaser,
      all
      of the issued and outstanding capital stock of the Sellers upon and subject
      to
      the terms and conditions set forth in the Stock Purchase Agreement. The Employee
      recognizes and agrees that the enforceability of this Agreement is essential
      to
      the transactions contemplated by the Stock Purchase Agreement. Capitalized
      terms
      used but not otherwise defined herein shall have the meanings ascribed to them
      in the Stock Purchase Agreement.

     

    The
      Board
      of the Corporation (the "Board")
      has
      determined that it is in the best interests of the Corporation to retain the
      benefit of the Employee's services and experience, and the Employee desires
      to
      provide his services and experience to the Corporation upon the terms and
      conditions set forth in this Agreement.

     

    Terms
      and Conditions

     

    In
      consideration of the mutual promises and covenants contained in this Agreement,
      and intending to be legally bound, the parties agree as follows:

     

    Section
      1. Employment
      and Duties.

     

    (a) General.
      The
      Employee shall, upon the Closing of the Stock Purchase Agreement, serve as
      an
      employee and as Chief Executive Officer of the Corporation. The Employee agrees
      to perform all duties for the Corporation as may be reasonably requested by
      the
      Board. The Employee's duties shall include those duties consistent with his
      position with the Corporation as Chief Executive Officer as well as those
      assigned to him from time to time, in good faith, by the Board.
      The
      Employee shall not be elected as an officer or director of Manchester
      AcquisitionCo, Inc. or any of its affiliates. 

     

    (b) Employment
      Duties.
      Throughout the Term, the Employee shall: (i) devote his working hours, on a
      full-time basis to his duties under this Agreement; (ii) comply in all respects
      with the lawful and reasonable directions and instructions given to him by
      the
      Board and the COO; and (iii) use his best efforts to promote and serve the
      interests of the Corporation. 

     

    Section
      2. Term.
      The
      Employee's employment shall commence on the Effective Date and shall continue
      on
      an at-will basis until terminated with or without cause by either the
      Corporation or the Employee. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      3. Compensation
      and Other Benefits.
      The
      Corporation shall pay and provide the following compensation and other benefits
      to the Employee as compensation for services rendered under this
      Agreement:

     

    (a) Annual
      Salary.
      The
      Corporation shall pay to the Employee, in accordance with the then prevailing
      payroll practices of the Corporation, a monthly base salary of Thirty Thousand
      Dollars ($30,000) per month (the "Monthly
      Base Salary"),
      less
      applicable payroll deductions, payable
      on a monthly basis on or before the 1st day of each month (or as otherwise
      agreed to by the Employee and the Corporation).

     

    (b) Commissions.
      In
      addition to the Monthly Base Salary, the Corporation shall pay commissions
      to
      Employee as mutually agreed upon from time to time by the Employee and the
      Corporation.

     

    (c) Paid
      Time Off.
      The
      Employee shall be entitled to a
      minimum
      of four (4) weeks of paid time off per year in accordance with the paid time
      off
      policies as may be established by
      the
      Corporation
      from
      time to time. The Employee shall accrue and receive full compensation and
      benefits during his paid time off periods.

     

    Section
      4. Other
      Compensation.
      The
      Employee shall be and remain eligible to participate in, in accordance with
      their respective terms and conditions, all benefit plans or benefit plan
      equivalents which
      are
      made
      available from
      time
      to time by
      the
      Corporation to employees
      having responsibilities similar to those of the Employee.

     

    Section
      5. Expenses.
      The
      Corporation shall reimburse the Employee for all reasonable business expenses
      incurred by the Employee in connection with the conduct of the Corporation’s
      business in accordance with the Corporation’s expense reimbursement policies as
      disclosed to Employee in advance of the effectiveness of such
      policies.

     

    Section
      6. Termination
      of Employment.
      The
      Corporation or the Employee may, at any time and for any reason, terminate
      the
      employment of the Employee upon prior written notice to the other party. The
      effective date stated in such notice of termination shall be the "Termination
      Date."

     

    (a) Termination
      for Cause.

     

    (i) If
      the
      Corporation terminates the Employee's employment for Cause (as defined below),
      or the Employee resigns without Good Reason (as defined below), the Employee
      shall be entitled to (i) payment of that portion of the Employee's Annual Salary
      under Section 3(a)
      earned
      through and including the Termination Date at the rate of Annual Salary in
      effect on the Termination Date plus (ii) any declared but unpaid, bonuses,
      that
      the Employee earned through and including the Termination Date. The Employee
      shall not be eligible to receive any portion of the Annual Salary, any bonuses
      which would have otherwise been awarded for the year in which the Termination
      Date falls or compensation for the benefits described in Section
      3
      with
      respect to any future periods beginning on the Termination Date.

     

    
      
         

      

      
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    (ii) Termination
      for "Cause" shall mean termination of the Employee's employment with the
      Corporation for any of the following reasons:

     

    
      	 	
              (1)
                

            	
              Any
                act of theft, fraud, embezzlement, dishonesty or other similar behavior
                by
                the Employee or any act resulting in a felony conviction or plea
                of nolo
                contendere of the Employee (other than non-material or insignificant
                convictions or indictments, such as traffic
                violations);

            


    

     

    
      	 	
              (2)
                

            	
              Any
                gross neglect of duty, incompetence, willful insubordination or willful
                misconduct of the Employee in discharging any of his duties and
                responsibilities hereunder;

            


    

     

    
      	 	
              (3)
                

            	
              Any
                occurrence of the Employee reporting to work under the influence
                of
                alcohol or illegal drugs, or the Employee being under the influence
                of
                alcohol or illegal drugs during working
                hours;

            


    

     

    
      	 	
              (4)
                

            	
              Any
                intentional and material failure or refusal by the Employee to comply
                with
                the policies, rules, and regulations of the Corporation, whether
                now in
                force or hereafter adopted; or

            


    

     

    
      	 	
              (5)

            	
              Any
                intentional and material breach by the Employee of this
                Agreement.

            


    

     

    The
      Corporation may immediately terminate the Employee's employment with the
      Corporation for Cause as set forth in subclause (1) above and may terminate
      the
      Employee’s employment with the Corporation for Cause as set forth in subclauses
      (2) through (5) above by giving written notice identifying the reasons for
      termination and providing (a) in the case of a termination for Cause arising
      out
      of events described in clauses (1) through (5) above, a fifteen (15) day period,
      or (b) in the case of a termination for Cause arising out of events described
      in
      clause (6) above, a thirty (30) day period, in each case for Employee to cure
      prior to the Termination Date.

     

    (iii) "Good
      Reason" shall mean resignation from Employee's employment with the Corporation
      for any of the following reasons (each of the following without Employee's
      consent):

     

    
      	 	
              (1)
                

            	
              Any
                intentional and material breach by the Corporation of this
                Agreement;

            


    

     

    
      	 	
              (2)
                

            	
              Any
                material alteration or reduction of Employee's authority, responsibility
                or duties unless such material alteration or reduction by the Corporation
                is in response to conduct and behavior by Employee that would justify
                termination of Employee for "Cause" as defined above; or
                

            


    

     

    
      	 	
              (3)
                

            	
              Any
                requirement by the Corporation that Employee participate in any unlawful
                act.

            


    

     

    
      	
            	(4)	
              Any
                requirement that the Employee relocate to any location other than
                the
                three (3) dealerships currently operated by the Corporation in
                Indianapolis, Terre Haute, Fort Wayne and Dallas,
                Texas.

            


    

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    If
      the
      Corporation terminates the Employee's employment without Cause or the Employee
      terminates his employment with Good Reason, the Employee shall be entitled
      to
      (i) payment of that portion of the Employee's Annual Salary under Section 3(a)
      earned
      through and including the Termination Date at the rate of Annual Salary in
      effect on the Termination Date plus (ii) payment of that portion of the
      Employee's Annual Salary under Section 3(a)
      for the
      period commencing the day after the Termination Date through and including
      the
      180th day
      following the Termination Date at the rate of Annual Salary in effect on the
      Termination Date (the "Severance
      Payment"),
      plus
      (iii) any declared but unpaid bonuses that the Employee earned through and
      including the Termination Date.

     

    Section
      7. Non-Competition.
      The
      Employee acknowledges and agrees that he is subject to a covenant not to compete
      with the Corporation as more particularly described in Section
      8.6
      of the
      Stock Purchase Agreement. As provided in the Stock Purchase Agreement, if the
      Employee's employment is terminated without Cause or the Employee resigns for
      Good Reason, and the Corporation does not make the Severance Payment, the
      Non-Competition Period (as defined in the Stock Purchase Agreement) shall expire
      on the Termination Date.

     

    Section
      8. Nonassignability,
      Binding Agreement.

     

    (a) By
      the
      Employee.
      The
      Employee shall not assign or delegate this Agreement or any right, duty,
      obligation, or interest under this Agreement without the Corporation's prior
      written consent; provided,
      however,
      that
      nothing shall preclude the Employee from designating beneficiaries to receive
      benefits payable under this Agreement upon his death, and nothing shall preclude
      the Employee's executors, administrators, or their legal representatives, from
      assigning any rights under this Agreement to any person.

     

    (b) By
      the
      Corporation.
      The
      Corporation may assign, delegate, or transfer this Agreement and all of the
      Corporation's rights and obligations under this Agreement to any of its
subsidiaries
      or to any business entity that by merger, consolidation, or otherwise acquires
      all or substantially all of the assets of the Corporation or any subsidiary
      or to which the Corporation or any
      subsidiary transfers all or substantially all of its assets. Upon assignment,
      delegation, or transfer, the transferee shall be deemed to be substituted for
      the Corporation for all purposes of this Agreement.

     

    (c) Binding
      Effect.
      Except
      as limited under Sections
      8(a),
      and
(b),
      this
      Agreement shall be binding upon and inure to the benefit of the parties, any
      successors to or assigns of the Corporation, and the Employee's heirs and the
      personal representatives or executor of the Employee's estate.

     

    Section
      9. Severability.
      If a
      court of competent jurisdiction makes a final determination that any term or
      provision of this Agreement is invalid or unenforceable, and all rights to
      appeal the determination have been exhausted or the period of time during which
      any appeal of the determination may be perfected has been exhausted, the
      remaining terms and provisions shall be unimpaired and the invalid or
      unenforceable term or provision shall be deemed replaced by a term or provision
      that is valid and enforceable and that most closely approximates the intention
      of the parties with respect to the invalid or unenforceable term or provision,
      as evidenced by the remaining valid and enforceable terms and conditions of
      this
      Agreement.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    Section
      10. Amendment.
      This
      Agreement may not be modified, amended, or waived in any manner except by an
      instrument in writing signed by both parties to this Agreement.

     

    Section
      11. Waiver.
      The
      waiver by either party of compliance by the other party with any provision
      of
      this Agreement shall not operate or be construed as a waiver of any other
      provision of this Agreement (whether or not similar), or a continuing waiver
      or
      a waiver of any subsequent breach by a party of a provision of this Agreement.
      Performance by either of the parties of any act not required of it under the
      terms and conditions of this Agreement shall not constitute a waiver of the
      limitations on its obligations under this Agreement, and no performance shall
      stop that party from asserting those limitations as to any further or future
      performance of its obligations. The Employee acknowledges that each breach
      of
      this Agreement or any similar agreement entered into between the Corporation
      and/or any of its affiliates or subsidiaries and a third party is unique.
      Therefore, the failure of the Corporation and/or any of its affiliates or
      subsidiaries to enforce the same, similar or different restriction in a similar
      agreement or to seek a different remedy or any other act or omission by the
      Corporation and/or its affiliates or subsidiaries shall not be construed as
      a
      waiver or estoppel to the enforcement of this Agreement against the
      Employee.

     

    Section
      12. Governing
      Law.
      The
      laws of the State of Indiana shall govern the validity, performance,
      enforcement, interpretation, and any other aspect of this Agreement,
      notwithstanding any state's choice of law provision to the contrary.
Any
      action or proceeding seeking to enforce any provision of, or based on any right
      arising out of, this Agreement may be brought solely in the federal and state
      courts in Indiana, and each of the parties consent to the jurisdiction of such
      courts (and of the appropriate appellate courts) in any such action or
      proceeding and waives any objection to venue laid therein.

     

    Section
      13. Notices.
      All
      notices required or desired to be given under this Agreement shall be in writing
      and shall be deemed to have been given if delivered (i) in person and receipted
      for by the party to whom the notice is directed; (ii) mailed by certified or
      registered United States mail postage prepaid, not later than the day upon
      which
      the notice is required to be given pursuant to this Agreement; or (iii)
      delivered by expedited courier, shipping prepaid or mailed to sender, on the
      next business day, after the date on which it is so sent, and addressed as
      follows:

     

    If
      to the
      Corporation, to:

     

    Manchester
      Indiana Acceptance, Inc.

    c/o
      Manchester Inc.

    100
      Crescent Court, 7th
      Floor

    Dallas,
      Texas, 75201

    Attention:
      Richard Gaines

    Telecopy
      Number: (214) 459-8035

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

    


    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
      Employee:

     

    Rick
      L.
      Stanley 

    13533
      Marjac Way

    McCordsville,
      Indiana 46055

     

    Either
      party may, by giving written notice to the other party, change the address
      to
      which notice shall then be sent.

     

    Section
      14. Prior
      Agreements.
      This
      Agreement, including all agreements referenced in this Agreement, is a complete
      and total integration of the understanding of the parties. This Agreement
      supersedes all prior or contemporaneous negotiations, commitments, agreements,
      writings, and discussions with respect to the subject matter of this Agreement,
      and all prior negotiations, commitments, agreements, writings, and discussions
      will have no force or effect. The parties to any other negotiation, commitment,
      agreement, writing, or discussion will have no further rights or obligations
      thereunder to the extent it relates to the subject matter of this
      Agreement.

     

    Section
      15. Headings.
      The
      headings of the sections of this Agreement are inserted for convenience only
      and
      shall not be deemed to constitute part of this Agreement or to affect the
      construction of this Agreement.

     

    Section
      16. Counterparts.
      This
      Agreement may be executed in two (2) or more counterparts, each of which for
      all
      purposes shall be deemed to be an original but all of which together shall
      constitute one and the same Agreement. Only one (1) counterpart signed by the
      party, against which enforceability is sought needs to be produced to evidence
      the existence of this Agreement. Facsimile transmission of the executed version
      of this Agreement or any counterpart thereof shall have the same force and
      effect as the original.

     

    Section
      17. Joint
      Drafting.
      This
      Agreement shall be deemed to have been drafted jointly by the parties, and
      in
      the event of an ambiguity in this Agreement, the same shall not be construed
      against either party.

     

    [SIGNATURE
      PAGES TO FOLLOW]

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

     

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

    
      	 	 	 
	 	"CORPORATION"
	 	 
	 	Manchester Indiana Operations,
              Inc.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
              Richard D. Gaines
	 	Title:
              President 


    

     

    
      	 	 	 
	 	"EMPLOYEE"
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Rick
              L.
              Stanley