GUARANTY

THIS GUARANTY (this “ Guaranty ”) is made effective as of December 28, 2006, by Manchester Inc., a Nevada corporation (“ Manchester ”), Manchester Indiana Acceptance, Inc., a Delaware corporation (“ MIA ”) and Manchester Indiana Operations, Inc., a Delaware corporation (“ MIO ” and, together with Manchester and MIA, “ Guarantors ” and each, a “ Guarantor ”), to and for the benefit of Palm Beach Multi-Strategy Fund, L.P., a Delaware limited partnership (“ Lender ”).

WHEREAS , Manchester Indiana Funding, LLC, a Delaware limited liability company (“ Borrower ”), and Lender have entered into that certain Loan and Security Agreement of even date herewith (as amended, supplemented or modified from time to time, the “ Loan Agreement ”), pursuant to which Borrower has agreed to borrow from Lender, and Lender has agreed to lend to Borrower, certain amounts, all in accordance with and subject to the terms and conditions set forth in the Loan Agreement;

WHEREAS , Borrower, MIA, Manchester, MIO and Borrower have entered into that certain Sale and Servicing Agreement of even date herewith (as amended, supplemented or modified from time to time, the “ Sale and Servicing Agreement ”), pursuant to which Borrower has agreed to purchase certain receivables (“ Receivables ”) from MIA and Manchester has agreed to service such Receivables for the benefit of Borrower.

WHEREAS , as security for its obligations under the Loan Agreement, the Borrower has pledged to Lender, among other things, all of its right, title and interest in and to the Receivables and the Sale and Servicing Agreement.

WHEREAS , it is a condition precedent to Lender’s obligation to make the Loan and advances pursuant to the Loan Agreement, that Guarantor, among other things, shall execute and deliver this Guaranty;

WHEREAS , Manchester and MIA own, directly or indirectly, 100% of the equity of Borrower and Manchester owns 100% of the equity of MIA and MIO, and therefore each Guarantor will benefit from the Loan to Borrower from Lender and each Guarantor further acknowledges and agrees that (a) the Loan constitutes valuable consideration to such Guarantor, (b) this Guaranty is intended to be an inducement to Lender to execute, deliver and perform the Loan Agreement and the other Loan Documents and to extend credit and the Loan to Borrower, and (c) Lender is relying upon this Guaranty in making and advancing the Loan to Borrower;

NOW, THEREFORE , in consideration of the foregoing and of the covenants and agreements hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, and as an inducement for Lender to enter into the Loan Agreement and the other Loan Documents, Guarantors, intending to be legally bound hereby, agrees as follows:

1.   DEFINED TERMS .

(a)   All capitalized terms used in this Guaranty and not defined herein shall have the meanings given to such terms in the Loan Agreement. Whenever the context so requires, each reference to gender includes the masculine and feminine, the singular number includes the plural and vice versa. References to section, article, annex, schedule, exhibit and like references are references to this Guaranty unless otherwise specified. A Default or Event of Default shall “continue” or be “continuing” until such Default or Event of Default has been cured or waived by Lender in accordance with the Loan Agreement. References in this Guaranty to any Person shall include such Person and its successors and permitted assigns.

(b)   For purposes herein, the following terms shall have the following meanings:

“ Guaranteed Obligations ” means, subject to Section 2(f) below, collectively all of the indebtedness, obligations, and undertakings that are guaranteed by the Guarantors and described in subsections (a) and (b) of Section 2 of this Guaranty.

“ Loan Obligor ” means any of Borrower, the Guarantors and any other endorsers, guarantors or obligors, primary or secondary, of any or all of the Indebtedness.

“ Security ” means any rights, properties, or interests of the Secured Parties under the Loan Documents, the Security Agreement or otherwise, which provide recourse or other benefits to Lender in connection with the Guaranteed Obligations or the non payment or non performance thereof, including collateral (whether real or personal, tangible or intangible) in which the Secured Parties have rights under or pursuant to any Loan Documents, guaranties of the payment or performance of any Guaranteed Obligation, bonds, surety agreements, keep well agreements, letters of credit, rights of subrogation, rights of offset, and rights pursuant to which other claims are subordinated to the Guaranteed Obligations.

2.   THE GUARANTEED DEBT .

(a)   Subject to Section 2(f) below, the Guarantors hereby jointly and severally, irrevocably, absolutely, and unconditionally guarantee to Lender the prompt, complete, and full payment when due, and no matter how the same shall become due, of: (i) the Loan, including the Note and any other note that may be issued from time to time to evidence the Loan and all principal thereof, all interest thereon and all other sums payable thereunder; (ii) all obligations or liabilities of any Loan Obligor; (iii) all other sums payable under the Loan Documents, whether for principal, interest, fees or otherwise; and (iv) any and all other indebtedness, obligations or liabilities which may at any time be owed to Lender, whether incurred heretofore or hereafter or concurrently herewith, under or pursuant to any of the Loan Documents. Without limiting the generality of the foregoing, the Guarantors’ liability hereunder shall extend to and include all post-petition interest, expenses, and other duties and liabilities of Borrower described above in this subsection (a), or below in the following subsection (b), which would be owed by Borrower but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving Borrower.

(b) (i) Subject to Section 2(f) below, the Guarantors hereby jointly and severally irrevocably, absolutely, and unconditionally guarantee to Lender the prompt, complete and full performance, when due, and no matter how the same shall become due, of all obligations and undertakings of Borrower to Lender under, by reason of, or pursuant to any of the Loan Documents.

(ii)   Manchester and MIO hereby irrevocably, absolutely and unconditionally guarantee to Lender the prompt, complete and full performance, when due, and no matter how the same shall become due, of all obligations and undertakings of MIA to Borrower and Lender in its capacity as Seller under the Sale and Servicing Agreement.

(iii)   MIA and MIO hereby irrevocably, absolutely, and unconditionally guarantee to Lender the prompt, complete and full performance, when due, and no matter how the same shall become due, of all obligations and undertakings of Manchester to Borrower and Lender in its capacity as Servicer under the Sale and Servicing Agreement.

(c)   If the party liable therefor shall for any reason fail to pay any Guaranteed Obligation, as and when such Guaranteed Obligation shall become due and payable, whether at its stated maturity, as a result of the exercise of any power to accelerate, or otherwise, the Guarantors will forthwith, upon demand by Lender, pay such Guaranteed Obligation in full to Lender. If the party responsible therefor shall for any reason fail to perform promptly any Guaranteed Obligation, the Guarantors will forthwith, upon demand by Lender, cause such Guaranteed Obligation to be performed or, if specified by Lender, provide sufficient funds, in such amount and manner as Lender shall in good faith determine, for the prompt, full and faithful performance of such Guaranteed Obligation by Lender or such other Person as Lender shall designate.

(d)   If either the party responsible therefor or the Guarantors fail to pay or perform any Guaranteed Obligation as described in the immediately preceding subsections (a), (b), or (c), the Guarantors will incur the additional obligation to pay to Lender, and the Guarantors will forthwith upon demand by Lender pay to Lender, the amount of any and all expenses, including reasonable fees and disbursements of Lender’s counsel and of any experts or agents retained by Lender, which Lender may incur as a result of such failure.

(e)   As between each Guarantor and Lender, this Guaranty shall be considered a primary and liquidated liability of such Guarantor.

(f)   Notwithstanding any other provision of this Guaranty, the aggregate liability of the Guarantors to Lender hereunder with respect to any Guaranteed Obligations of the Borrower to Lender under the Loan Documents shall not exceed ten percent (10%) of the amount of the Indebtedness from time to time. For the avoidance of doubt, the limitation in the previous sentence shall not limit the liability of the Guarantors hereunder with respect to the Guaranteed Obligations of MIA as Seller to Borrower or Lender under the Sale and Servicing Agreement or the Guaranteed Obligations of Manchester as Servicer to Borrower or Lender under the Sale and Servicing Agreement, as provided in Section 2(b)(ii) and (iii), above.

(g)   The liability of the Guarantors hereunder shall be limited to the maximum amount of liability that can be incurred without rendering this Guaranty, as it relates to the Guarantors, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount.

3.   DURATION . This Guaranty shall be irrevocable until all of the Guaranteed Obligations have been completely and finally paid and performed and Lender has no obligation to make any loans or other advances to Borrower, and all obligations and undertakings of Borrower and MIA under, by reason of, or pursuant to the Loan Documents have been completely performed, and this Guaranty is thereafter subject to reinstatement as provided in Section 4(d). All extensions of credit and financial accommodations heretofore or hereafter made by Lender to Borrower pursuant to the Loan Agreement shall be conclusively presumed to have been made in acceptance hereof and in reliance hereon. This Guaranty shall be binding upon the undersigned Guarantors and their respective successors and assigns, jointly and severally, and shall inure to the benefit of Lender and its successors and assigns.

4.   UNCONDITIONAL GUARANTY .

(a)   This is an unconditional Guaranty; it is unlimited as to time, until termination. Each Guarantor warrants that there are no conditions, oral or otherwise, on the effectiveness of this Guaranty. This is a continuing guaranty and shall apply to and cover all Guaranteed Obligations and renewals and extensions thereof and substitutions therefor from time to time. No action which Lender may take or omit to take in connection with any of the Loan Documents, any of the Guaranteed Obligations (or any other indebtedness owing by Borrower to Lender), or any Security, and no course of dealing of any Secured Party with any Loan Obligor or any other Person, shall release or diminish the Guarantors’ obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford the Guarantors any recourse against any Secured Party, regardless of whether any such action or inaction may increase any risks to or liabilities of any Secured Party or any Loan Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, the Guarantors hereby expressly agree that Lender, directly or through the Collateral Agent, may, from time to time, without notice to or the consent of the Guarantors, do any or all of the following: (i) amend, change or modify, in whole or in part, any one or more of the other Loan Documents and give or refuse to give any waivers or other indulgences with respect thereto; (ii) neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Guaranteed Obligations, to foreclose or take or prosecute any action in connection with any Security or Loan Document, to bring suit against any Loan Obligor or any other Person, or to take any other action concerning the Guaranteed Obligations or the Loan Documents; (iii) accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Guaranteed Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise); (iv) compromise or settle any unpaid or unperformed Guaranteed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Loan Documents; (v) take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Guaranteed Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Lender’s rights in any or all Security; (vi) discharge, release, substitute or add Loan Obligors; (vii) apply all monies received from Loan Obligors or others, or from any Security for any of the Guaranteed Obligations, as Lender may determine to be in its best interest, without in any way being required to marshall Security or assets or to apply all or any part of such monies upon any particular Guaranteed Obligations;

(b)   No action or inaction of any Loan Obligor or any other Person, and no change of law or circumstances, shall release or diminish the Guarantors’ obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford any Guarantor any recourse against Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of the Guarantors under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of the Guarantors: (i) any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any other Loan Obligor or any other proceedings involving any other Loan Obligor or any of the assets of any other Loan Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any other Loan Obligor, any properties of any other Loan Obligor, or the estate in bankruptcy of any other Loan Obligor in the course of or resulting from any such proceedings; (ii) the failure by Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to whic