PLAN
      AND AGREEMENT OF MERGER

    OF
      FOREIGN CORPORATION INTO DELAWARE CORPORATION

    


    AGREEMENT
      OF MERGER made this 29th day of December, 2006, between F.S. English, Inc.,
      an
      Indiana Corporation (the “Indiana Corporation”), and Manchester Indiana
      Operations, Inc., a Delaware Corporation (the “Delaware Corporation”).


    


    WHEREAS,
      the Indiana Corporation has an authorized capital stock consisting of 2,000
      shares of common stock, no par value per share, of which 1,000 of such shares
      are voting shares and 1,000 of such shares are non-voting shares, and of which
      400 shares have been duly issued and are now outstanding (the “Indiana
      Corporation Shares”); 

    


    WHEREAS,
      the Delaware Corporation has an authorized capital stock consisting of 100
      shares of common stock, par value $.01 per share (the "Common Stock") of
      which one
      hundred (100) shares have been validly
      issued, fully paid, are nonassessable and
      are
      now outstanding;

    


    WHEREAS,
      the Delaware Corporation is a wholly owned subsidiary of Manchester, Inc.,
      a
      Nevada corporation (the “Parent Corporation”);

    


    WHEREAS,
      the Parent Corporation has previously issued 746,269 shares of its common stock,
      par value $0.001 per share (“Parent Corporation Shares”) to the Delaware
      Corporation;

    


    WHEREAS,
      the Indiana Corporation and the Delaware Corporation intend, by approving
      resolutions authorizing this Agreement of Merger, to adopt this Agreement of
      Merger as a plan of reorganization within the meaning of Section 368(a) of
      the
      Internal Revenue Code of 1986, as amended (the "Code"), and the regulations
      promulgated thereunder; 

    


    WHEREAS,
      the stockholders and directors of the Board of each of the Indiana Corporation
      and the Delaware Corporation deem it advisable and generally to the advantage
      and welfare of the two corporate parties that the Indiana Corporation merge
      into
      the Delaware Corporation as permitted under the provisions of Indiana Business
      Corporation Law and of the General Corporation Law of the State of Delaware;
      and

    


    WHEREAS,
      this Agreement of Merger is intended to serve as a Plan of Merger pursuant
      to
      the terms of IC 23-1-40-1 of the Indiana Business Corporation Law (IBCL), for
      purposes of effecting a merger in accordance with the provisions of IC 23-1-40-7
      of the IBCL. 

    


    NOW,
      THEREFORE, in consideration of the premises and of the mutual agreements herein
      contained and of the mutual benefits hereby provided, it is agreed by and
      between the parties hereto as follows: 

    


    1.
      MERGER. The Indiana Corporation be, and it hereby is, merged into the Delaware
      Corporation. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.
      EFFECTIVE DATE. This Agreement of Merger shall become effective immediately
      upon
      compliance with the laws of the States of Indiana and Delaware, the time of
      such
      effectiveness being hereinafter called the Effective Date. 

    


    3.
      SURVIVING CORPORATION. The Delaware Corporation shall survive the merger herein
      contemplated and shall continue to be governed by the laws of the State of
      Delaware, but the separate corporate existence of the Indiana Corporation shall
      cease as of the Effective Date. 

    


    4.
      AUTHORIZED CAPITAL. The authorized capital stock of the Delaware Corporation
      following the Effective Date shall be one hundred (100) shares of Common Stock,
      par value $.01 per share, unless and until the same shall be changed in
      accordance with the laws of the State of Delaware. 

    


    5.
      CERTIFICATE OF INCORPORATION. The Certificate of Incorporation of the Delaware
      Corporation in effect immediately prior to the Effective Date shall continue
      in
      full force and effect as the Certificate of Incorporation of the Delaware
      Corporation as the surviving corporation at the Effective Date and following
      the
      Effective Date until the same shall be amended or repealed in accordance with
      the provisions thereof, which power to amend or repeal is hereby expressly
      reserved, and all rights or powers of whatsoever nature conferred in such
      Certificate of Incorporation or herein upon any shareholder or director or
      officer of the Delaware Corporation or upon any other persons whomsoever are
      subject to the reserve power. Such Certificate of Incorporation shall constitute
      the Certificate of Incorporation of the Delaware Corporation separate and apart
      from this Agreement of Merger and may be separately certified as the Certificate
      of Incorporation of the Delaware Corporation. 

    


    6.
      BYLAWS. The Bylaws of the Delaware Corporation as they exist on the effective
      date shall be the Bylaws of the Delaware Corporation following the Effective
      Date unless and until the same shall be amended or repealed in accordance with
      the provisions thereof. 

    


    7.
      BOARD
      OF DIRECTORS. The members of the Board of Directors of the Delaware Corporation
      immediately after the effective date of the merger shall be those persons who
      were the members of the Board of Directors of the Delaware Corporation
      immediately prior to the effective date of the merger, and such persons shall
      serve in such offices, respectively, for the terms provided by law or in the
      Certificate of Incorporation and/or the Bylaws, or until their respective
      successors are elected and qualified. 

    


    8.
      FURTHER ASSURANCE OF TITLE. If at any time the Delaware Corporation shall
      consider or be advised that any acknowledgments or assurances in law or other
      similar actions are necessary or desirable in order to acknowledge or confirm
      in
      and to the Delaware Corporation any right, title, or interest of the Indiana
      Corporation held immediately prior to the Effective Date. The Indiana
      Corporation and its proper officers and directors serving the Indiana
      Corporation immediately prior to the Effective Date shall and will execute
      and
      deliver all such acknowledgments or assurances in law and do all things
      necessary or proper to acknowledge or confirm such right, title, or interest
      in
      the Delaware Corporation as shall be necessary to carry out the purposes of
      this
      Agreement of Merger, and the Delaware Corporation and the proper officers and
      directors thereof are fully authorized to take any and all such action in the
      name of the Indiana Corporation or otherwise. 

     

    
      
        
        

      

      
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    9.
      RETIREMENT OF ORGANIZATION STOCK. Forthwith upon the Effective Date, the
      authorized shares of common stock of the Indiana Corporation presently issued
      and outstanding shall be exchanged for 746,269 shares of common stock of the
      Parent Corporation, which shall be delivered from the assets of the Delaware
      Corporation.

    


    10.
      CONVERSION OF OUTSTANDING STOCK. As of the Effective Date, each of the issued
      and outstanding shares of Common Stock of the Delaware Corporation and all
      rights in respect thereof shall continue in effect as fully paid and
      nonassessable shares of Common Stock of the Delaware Corporation, and each
      certificate nominally representing Indiana Corporation Shares shall become
      null
      and void. The holders of such certificates shall surrender the same to the
      Delaware Corporation in exchange for the Parent Corporation Shares delivered
      from the assets of the Delaware Corporation. 

    


    11.
      RIGHTS AND LIABILITIES OF DELAWARE CORPORATION. At and after the Effective
      Date
      of the merger, the Delaware Corporation shall succeed to and possess, without
      further act or deed, all of the estate, rights, privileges, powers, and
      franchises, both public and private, and all of the property, real, personal,
      and mixed, of each of the parties hereto; all debts due to the Indiana
      Corporation or whatever account shall be vested in the Delaware Corporation;
      all
      claims, demands, property, rights, privileges, powers and franchises and every
      other interest of either of the parties hereto shall be as effectively the
      property of the Delaware Corporation as they were of the respective parties
      hereto; the title to any real estate vested by deed or otherwise in the Indiana
      Corporation shall not revert or be in any way impaired by reason of the merger,
      but shall be vested in the Delaware Corporation; all rights of creditors and
      all
      liens upon any property of either of the parties hereto shall be preserved
      unimpaired, limited in lien to the property affected by such lien at the
      effective time of the merger; all debts, liabilities, and duties of the
      respective parties hereto shall thenceforth attach to the Delaware Corporation
      and may be enforced against it to the same extent as if such debts, liabilities,
      and duties had been incurred or contracted by it; and the Delaware Corporation
      shall indemnify and hold harmless the officers and directors of each of the
      parties hereto against all such debts, liabilities and duties and against all
      claims and demands arising out of the merger. 

    


    12.
      SERVICE OF PROCESS ON DELAWARE CORPORATION. The Delaware Corporation agrees
      that
      it may be served with process in the State of Indiana in any proceeding for
      enforcement of any obligation of the Indiana Corporation as well as for the
      enforcement of any obligation of the Delaware Corporation arising from the
      merger, including any suit or other proceeding to enforce the right of any
      shareholder as determined in appraisal proceedings pursuant to the provisions
      of
      the Indiana Business Corporation Law. 

     

    
      
        
        

      

      
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    13.
      TERMINATION. This Agreement of Merger may be terminated and abandoned by joint
      action of the Board of Directors of the Delaware Corporation and the Indiana
      Corporation at any time prior to the Effective Date, whether before or after
      approval by the shareholders of the two corporate parties hereto. 

    


    14.
      PLAN
      OF REORGANIZATION. This Agreement of Merger is intended to constitute a tax-free
      Plan of Reorganization under Section 368(a) of the Internal Revenue Code of
      1986, as amended, to be carried out in the manner, on the terms and subject
      to
      the conditions herein set forth.

    


    15.
      EXPENSES AND RIGHTS OF DISSENTING SHAREHOLDERS. The Delaware Corporation shall
      pay all expenses of carrying this Agreement of Merger into effect and of
      accomplishing the merger, including amounts, if any, to which dissenting
      shareholders of the Indiana Corporation may be entitled by reason of this
      merger. 

    


    [Signature
      Page Follows]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF each of the corporate parties hereto has caused this Agreement
      of Merger to be executed by an authorized officer pursuant to authority duly
      granted by the respective stockholders and directors of the Board of each such
      corporation in accordance with Section 252 of the Delaware General Corporation
      Law and the Indiana Business Corporation Law. 

    


    
      	
              F.S.
                English, Inc. 

            	 	 	 
	 	 	 	 	 
	By: 	/s/ Richard
              Gaines 	 	 	
            
	 	
              

              Name:
                Richard
                Gaines 

            	 	 	
            
	 	
              Title: President

            	 	 	
            


    

     

    
      	
              Manchester
                Indiana Operations, Inc.

            	 	 	 
	 	 	 	 	 
	By: 	/s/ Richard
              Gaines 	 	 	
            
	 	
              

              Name:
                Richard
                Gaines 

            	 	 	
            
	 	
              Title: President

            	 	 	
            


    

     

    
      
        
        

      

      
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