SUBORDINATED PROMISSORY NOTE

FOR VALUE RECEIVED, Manchester Indiana Acceptance, Inc., a Delaware corporation (" Maker "), hereby promises to pay to the order of Rick Stanley (the " Holder "), the principal amount of One Hundred Fifty Thousand Dollars ($150,000.00) (the " Principal Amount "), plus interest, as provided herein, all without relief from valuation or appraisement laws.

This Subordinated Promissory Note (the " Note ") is being issued and delivered by the Maker to the Holder pursuant to Section 2.2 of the Stock Purchase Agreement, dated as of December 29, 2006, by and among the Maker, the Holder and other parties signatory thereto (the " Purchase Agreement "), together with the Seller Note. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.

The payment of the Principal hereof and Interest hereon on the due dates therefor is subject to the subordination provisions set forth below.

1.   Interest .

(a)   From the Closing Date until the nine-month anniversary of the date hereof, interest on the unpaid Principal Amount shall accrue at the rate of five percent (5%) per annum (the “ Interest ”).

(b)   In the event of the occurrence of an Event of Default, as defined in Section 10 of this Note and specifically including the failure of the Maker to make the payment required by Sections 2 and 3 of this Note, interest on the unpaid Principal Amount shall accrue at the rate of fifteen (15%) per annum.

(c)   Interest shall be computed on the basis of actual days elapsed over a three hundred sixty-five (365) day year.

2.   Payment of Principal Amount and Interest . Subject to the required Principal Amount prepayment requirements applicable to the Maker set forth in Section 3 and the optional pre-payment provisions of Section 4, the Maker shall pay to the Holder any and all unpaid Principal Amount of this Note and all Interest accrued thereon under Section 1(a) in two installments of which (a) the first installment equal in amount to fifty percent (50%) of the Principal Amount and Interest due thereon shall be due on or before the six-month anniversary of the date hereof; and (b) the second installment equal in amount to fifty percent (50%) of the Principal Amount shall be due on or before the nine-month anniversary of the date hereof.

3.   The Maker shall pay to the Holder the Principal Amount of this Note and all unpaid interest accrued thereon in accordance with the following schedule:

4.   Voluntary Prepayment; Subordination .

(a)   Voluntary Prepayment . The Maker may prepay all or any portion of the unpaid balance of this Note, without premium or penalty, at any time and from time to time.

(b)   Subordination . All payments under this Note are subordinated to repayment of all Senior Indebtedness. “Senior Indebtedness” means any and all other secured indebtedness and other secured obligations for borrowed money (including, without limitation, principal, premium (if any), interest, fees charges, expenses, costs, professional fees and expenses, and reimbursement obligations) at any time owing by Purchaser to any and all other secured creditors of Purchaser, including, but not limited to such amounts as may accrue or be incurred before or after default or workout or the commencement of any liquidation, dissolution, bankruptcy, receivership or reorganization by or against Purchaser.

5.   Method of Payment . The Principal Amount of this Note and any and all interest thereon shall be paid by Maker in lawful currency of the United States of America to the Holder at the address of the Holder specified in Section 14 of this Note or at such other place as the Holder shall direct in writing to the Maker. All payments due hereunder shall be made not later than the end of the business day on the day when due.

6.   Satisfaction of Holder's Expenses . The Maker shall pay to the Holder all reasonable out-of-pocket costs and expenses (including reasonable counsel fees and expenses) incurred by the Holder in connection with any proceedings or enforcement action instituted by or on behalf of the Holder to collect any sums due and owing by the Maker under this Note in the event of an Event of Default.

7.   Application of Payments . All payments made by the Maker hereunder, including any prepayment, shall be applied: (a) first, to the payment of any costs and expenses for which Maker is responsible under Section 6 of this Note, (b) second, to the payment in full of accrued unpaid interest, and (c) finally, to the reduction of the unpaid Principal Amount.

8.   Security . This Note is secured by a Security Agreement between the Maker, the Holder, and Manchester Inc. of even date herewith with respect to certain Collateral (as defined in the Security Agreement). All of the terms, covenants, and conditions the Security Agreement are hereby made a part of this Note and the rights and remedies of the Holder hereof as provided in the Security Agreement and in this Note shall be cumulative and concurrent and may be pursued singly, successively or together.

9.   Covenants . The Maker agrees that, until such time as this Note has been paid in full:

(a)   The Maker will provide to the Holder, promptly on the Maker's receipt thereof, any notice of default received by it under any agreements between the Maker and third parties relating to other indebtedness incurred by the Maker.

(b)   Maker will not create, assume, or suffer to exist, any lien or other encumbrance of any kind upon any of its assets securing this Note, whether now owned or hereafter acquired, except those liens granted by the Maker to the Parent’s lender to finance the Closing of the Purchase Agreement or liens granted to third parties in conn