MANCHESTER, INC. S TAX REIMBURSEMENT PROMISSORY NOTE

FOR VALUE RECEIVED, pursuant to the terms that certain Share Purchase and Exchange Agreement, of even date hereof (the “Share Purchase and Exchange Agreement”), by and between Nice Cars Acceptance AcquisitionCo, Inc., a Delaware corporation (the “Company”), Manchester Inc., a Nevada corporation (“Manchester”), Nice Cars Capital Acceptance Corporation, a Georgia corporation (“NCCAC”), and the Shareholders of NCCAC, Ray Lyle and Victoria Lyle (the “Sellers”), the Company, Nice Cars Operations AcquisitionCo, Inc. and Manchester (collectively herein referred to as “Maker”) jointly and severally hereby promise to pay to the order of the Sellers, on such date as set forth in Section 3 below, at such place and in such manner as the Sellers may specify in writing, the principal amount of one million five hundred seventy seven thousand seven hundred eighty five dollars ($1,577,785) (the “Principal”), subject to adjustment as provided herein. Maker shall pay ordinary interest on the outstanding principal of this note (this “Note”) at the annual rate of ten percent (10%) per annum, calculated based on a year of 360 days and actual days elapsed (the “Interest”). In addition, the Maker shall pay a gross-up surcharge reflecting the additional tax due in respect of payment of taxes on behalf of the Sellers, which shall equal fifteen percent (15%) of the Principal after giving effect to the adjustment of such Principal as provided herein (the “Gross Up Payment”). All capitalized terms not otherwise defined herein shall have the meaning set forth in the Share Purchase and Exchange Agreement.

Interest in arrears on the Principal shall be payable as and when the Principal is due. Such interest payment shall be in an amount equal to the Interest accrued through the payment date.

The Principal, subject to adjustment as provided herein, together with all accrued and unpaid Interest, the Gross Up Payment, and all other sums due hereunder or in connection herewith if not sooner due and payable in accordance with the terms of this Note shall on January 2, 2007 (the “Initial Due Date”) be paid by Maker in whole or in part to the extent that Sellers have prepared and filed their federal and state income tax returns for the years ending December 31, 2005 and for December 31, 2006 and paid the S Taxes attributed to the S Income which is respectively due thereunder, or if such S Taxes are not paid in part or in full as of the Initial Due Date, the balance of the Principal, subject to adjustment as provided herein, together with all accrued and unpaid Interest, the Gross Up Payment, and all other sums due hereunder or in connection herewith, shall be paid on the date that such S Taxes are respectively paid thereafter. The Sellers shall provide Maker with at least two (2) business days advance notice in respect of each such payment of S Taxes. The S Taxes attributable to the S Income shall be computed in accordance with the procedures set forth in Section 8 of the Share Purchase and Exchange Agreement, and the amount of the S Taxes due and payable by the Sellers are so computed, the Maker and Sellers will make any adjustments necessary as set forth in Section 8(a) of the Share Purchase and Exchange Agreement.

The failure at any time of the Sellers to exercise any of its options or any other rights hereunder shall not constitute a waiver thereof, nor shall it be a bar to the exercise of any of its options or rights at a later date. All rights and remedies of the Sellers shall be cumulative and may be pursued singly, successively or together, at the option of the Sellers. The acceptance by the Sellers of any partial payment shall not constitute a waiver of any default or of any of the Sellers' rights under this Note. No waiver of any of its rights hereunder, and no modification or amendment of this Note, shall be deemed to be made by the Sellers unless the same shall be in writing, duly signed on behalf of the Sellers; and each such waiver shall apply only with respect to the specific instance involved, and shall in no way impair the rights of the Sellers in any other respect at any other time.

Any term or condition of this Note may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition.

Maker represents and warrants that this Note is the valid and binding obligation of Maker, fully enforceable in accordance with its terms. The execution and delivery by Maker of this Note, the performance by Maker of its obligations hereunder and the consummation of the transactions contemplated hereby and thereby does not and will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of Maker’s charter instruments; (b) conflict with or result in a violation or breach of any term or provision of any law or order applicable to Maker or any of its assets and properties; or (c) (i) conflict with or result in a violation or breach of, or (ii) result in or give to any person any rights or create any additional or increased liability of Maker under, or (iii) create or impose any lien upon Maker or any of its assets and properties under, any contract or permit to which Maker is a party or by which its assets and properties are bound.

If any provision of this Note is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Note will not be materially and adversely affected thereby, (i) such provision will be fully severable; (ii) this Note will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; (iii) the remaining provisions of this Note will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable