MANCHESTER, INC. SHAREHOLDER LOAN PROMISSORY NOTE

FOR VALUE RECEIVED, pursuant to 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 dates as set forth in Section 2 below, at such place and in such manner as the Sellers may specify in writing, the principal amount of six hundred twenty seven thousand five hundred forty-two dollars and seventy-seven cents ($627,542.77 ) (the "Principal"). Maker shall pay 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”). All capitalized terms not otherwise defined herein shall have the meaning set forth in the Share Purchase and Exchange Agreement.

All outstanding Principal, together with all accrued and unpaid Interest and all other sums due hereunder or in connection herewith shall be paid in full on November __, 2006 (the "Due Date").

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 provision or by its severance here from; and (iv) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Note a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

Any notice, authorization, request or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given two days after it is sent by an internationally recognized delivery service to the address of record of the Sellers or Maker, respectively. Any party may change its address for such communications by giving notice thereof to the other parties in conformity with this Section.

This Note shall be governed by and construed under the laws of the State of Georgia as applied to agreements entered into and to be performed entirely within such State. In any such litigation Maker waives personal service of any summons, complaint or other process and agrees that the service thereof may be made by certified or registered mail directed to the registered corpor