Exhibit 10.1

                     WINCHESTER INTERNATIONAL RESORTS, INC.
                       1802 NORTH CARSON STREET, SUITE 108
                           CARSON CITY, NEVADA, 89701
                               PHONE: 702-685-9009


                          AGREEMENT AND PLAN OF MERGER

In exchange for USD $10 (ten U.S. dollars), in hand paid by each Party hereto to
each other Party  hereto,  together  with the mutually  agreed  receipt of other
good, valuable,  and legally sufficient  consideration by each Party hereto from
each  other  Party  hereto,  this  AGREEMENT  AND PLAN OF  MERGER  (the  "Merger
Agreement") is mutually  agreed,  executed,  and entered into as of September 2,
2010,  by  and  between  Winchester   International   Resorts,  Inc.,  a  Nevada
corporation ("WIR"), Lake W Holdings,  Inc., a Colorado corporation ("LWH"), and
Northstar  Global BT ("NGBT"),  a Nevada business trust (as the sole shareholder
of LWH). NGBT, WIR, and LWH may be referred to herein, separately, as a "Party,"
and they may be referred to herein, collectively,  as the "Parties." WIR and LWH
may also be referred to herein, collectively, as the "Constituent Corporations."

                                    RECITALS

A.   LWH was incorporated on November 22nd 2004. Its current  authorized capital
     stock consists of:

     i.   1,000,000 Class A Stock issued and outstanding

     ii.  10,000 Class B Stock authorized with none outstanding

     iii. 1,000,000 Preferred Shares authorized with none outstanding

B.   WIR was  incorporated  on August 18th 2003.  Its  authorized  capital stock
     consists of:

     i.   75,000,000,000   Class  A   Stock   authorized,   with   approximately
          10,500,000,000  issued  and  outstanding  on a  fully  diluted  basis,
          including the potential exercise of all outstanding warrants,  rights,
          and options.

C.   The respective  Boards of Directors of LWH and WIR deem it advisable and to
     the advantage of each of the Constituent  Corporations that LWH merge with,
     and into,  WIR upon the terms and  subject to the  conditions  set forth in
     this Merger  Agreement for the purpose of affecting a monetary  benefit for
     each of the Constituent Corporations.

D.   The Boards of  Directors,  and / or their  duly  empowered  and  authorized
     representatives, of each of the Constituent Corporations have approved this
     Merger Agreement.

NOW, THEREFORE, the parties do hereby adopt the plan of reorganization set forth
in this Merger  Agreement and do hereby agree that LWH shall merge with and into
WIR on the following terms, conditions, and other provisions:

1.   MERGER AND EFFECTIVE TIME
     At the Effective Time (as defined below), LWH shall be merged with and into
     WIR (the  "Merger"),  and WIR  shall be the  surviving  corporation  of the
     Merger (the  "Surviving  Corporation").  The Merger shall become  effective
     upon the close of  business  (5:00  P.M.) on the date when a duly  executed
     copy  of  this  Merger  Agreement,   along  with  all  required   officers'
     certificates,  are  filed  with the  Secretary  of  State  of the  State of
     Colorado (the "Effective Time"), such filing to occur on the first business
     day following the special  shareholders meeting of the shareholders of WIR,
     as is contemplated below at paragraph

2.   EFFECT OF MERGER
     At the Effective Time, the separate corporate existence of LWH shall cease;
     the corporate identity,  existence, powers, rights and immunities of WIR as
     the Surviving  Corporation shall continue unimpaired by the Merger; and WIR
     shall  succeed to and shall  possess  all the assets,  properties,  rights,
     privileges, powers, franchises, immunities and


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                     WINCHESTER INTERNATIONAL RESORTS, INC.
                       1802 NORTH CARSON STREET, SUITE 108
                           CARSON CITY, NEVADA, 89701
                               PHONE: 702-685-9009


         purpose,  and be subject to all the  debts,  liabilities,  obligations,
         restrictions, and duties of LWH, all without further act or deed.

3.   GOVERNING DOCUMENTS
     At the Effective Time,

     i.   the Certificate of Incorporation of LWH in effect immediately prior to
          the  Effective  Time shall be amended  and  restated  by virtue of the
          Merger to notify the  Secretary of State of the State of Colorado,  so
          that the neither the company LWH nor its Certificate of  Incorporation
          survive the Merger, and

     ii.  the  Certificate  of  Incorporation  and / or Bylaws of WIR, as may be
          required or appropriate,  in effect immediately prior to the Effective
          Time,  shall be  amended  and  restated  by  virtue  of the  Merger as
          approved by the Board of Directors of WIR,  such that: a) WIR shall be
          re-domiciled  and shall become a Wyoming  company;  b) the  authorized
          Class A Stock shall be increased to 150,000,000 shares; c) a preferred
          Class B Stock of 100,000  authorized shares shall be created (having a
          par value of USD  $0.00001),  the only  rights of which shall be Super
          Voting rights  wherein each Class B share is granted the right to cast
          a vote,  in any vote in which the  Class A shares  are  authorized  to
          vote,  which is a multiple of each  authorized  Class A share (whether
          issued or not), such multiple to vary as necessary (even if the number
          of authorized Class A shares should be increased), the effect of which
          variance  (if any) is that the Class B shares (in  total,  as a class)
          may  always  cast  votes (on any issue in which the Class A shares are
          entitled  to vote),  equal to two (2) times or 200.0% of the amount of
          the (total of) number of the  authorized  Class A shares,  and wherein
          all  (100.0%) of the  authorized  Class B shares  shall be sold to the
          Colindo  Trust  for  cash  (at the  purchase  price  of the par  value
          thereof) as of the Effective  Time;  and d) a preferred  Class C Stock
          shall be created,  consisting of 25,000,000 authorized shares having a
          par value of USD  $0.00001,  the same to be held in treasury,  wherein
          the terms and  conditions  and  preferences  afforded to the shares of
          such Class C stock,  may be set by the Board of  Directors of WIR from
          time to time,  without any requirement  that the Class C shares issued
          at any given time have the  identical  rights of Class C shares issued
          at a  different  time.  The  Class C shares  shall be  issued  at such
          time(s), and upon such terms and conditions, as the Board of Directors
          of WIR sees fit, in its sole  discretion,  without any  requirement of
          shareholder  approval in respect of any issuance of any of the Class C
          shares.

     iii. The name of the Surviving  Corporation  shall be changed to Winchester
          Resources,  Inc. (if  available - or to Winchester  Minerals,  Inc. or
          similar, as may be available), and all reasonable efforts will be made
          to  retain  the  stock  symbol  WNCH,   such  that  the  existing  DTC
          eligibility and DTC registration may be maintained, if possible.

     iv.  Other terms and conditions  governing  this Merger  Agreement and / or
          the  relationship  of the  signatories  /  parties  are set forth in a
          separate /  additional  agreement  between the  signatories  / parties
          dated September 2, 2010.

4.   DIRECTORS AND OFFICERS
     At the  Effective  Time,  the  directors  of WIR  shall be and  become  the
     directors of the  Surviving  Corporation,  and the officers of WIR shall be
     and  become  the  officers  (holding  the same  offices)  of the  Surviving
     Corporation after the Effective Time and shall serve in accordance with the
     Certificate of Incorporation  and Bylaws of the Surviving  Corporation.  At
     the Effective Time, a special  shareholders'  meeting will be held, and the
     agenda  shall  include,  inter-alia,  the  election  of  new  officers  and
     directors of the Surviving Corporation. Such


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                     WINCHESTER INTERNATIONAL RESORTS, INC.
                       1802 NORTH CARSON STREET, SUITE 108
                           CARSON CITY, NEVADA, 89701
                               PHONE: 702-685-9009


         shareholders'  meeting  shall be the  first  order of  business  of the
         Surviving  Corporation,  and no resolution(s) of the Board of Directors
         of WIR shall be passed by the Board of  Directors  of WIR prior to such
         elections and the  qualification  and  installation of the new officers
         and directors of the Surviving  Corporation.  Further,  any  resolution
         granting any shares or options or warrants or rights which might result
         in the  issuance  of  any  shares  of  WIR,  whether  for  services  or
         otherwise, which are or have been adopted by WIR since the date of July
         1,  2010,  are  subject  to  review,  alteration,  amendment,  and / or
         revocation by the Board of Directors of the Surviving Corporation.

5.   CONVERSION OF SHARES OF LWH
     At the  Effective  Time,  by virtue of the Merger and  without  any further
     action on the part of the Constituent Corporations or their shareholders,

     i.   each  share of LWH Class A Stock  issued and  outstanding  immediately
          prior  thereto  shall be converted  into: a) that number of fully paid
          and non-assessable  shares of WIR Class A Stock which is equal to nine
          (9)  times  the  then  issued  and   outstanding  WIR  Class  A  Stock
          immediately prior to such issuance to LWH's shareholders (assuming all
          options and warrants and rights to receive WIR Class A Stock have been
          exercised,  i.e., on a fully diluted  basis).  The intended  effect is
          that the now existing  shareholders  of WIR shall hold,  following the
          merger, 10.0% of the Class A shares of the Surviving Corporation.

     ii.  all LWH Class B Stock and all LWH Preferred Shares  immediately  prior
          thereto shall be cancelled, nonexistent, and invalid, and no rights of
          any such shares shall survive.

     Shares of WIR Class A Stock issued in the Merger upon  conversion of shares
     of LWH Common Stock, respectively,  shall by virtue of the Merger, continue
     to be subject to the same contractual  restrictions on transfer,  rights of
     repurchase,  vesting  and other  provisions,  if any, to the same extent as
     were  applicable  immediately  prior to the Effective Time to the shares of
     LWH Class A Stock so converted.  Continuous  employment or existing  option
     agreements  with LWH will be  credited  to holders of LWH Class A Stock for
     purposes of determining  the vesting of shares of WIR Class A Stock subject
     to exercise under any converted LWH option rights at the Effective Time.

6.   EXISTING SHARES OF WIR
     At the  Effective  Time,  by virtue of the Merger and  without  any further
     action on the part of the Constituent  Corporations or their  shareholders,
     all of the previously  issued and outstanding  shares of WIR Class A Stock,
     that were issued and  outstanding  prior to the Effective Time shall remain
     intact,  under current  ownership,  without a change of status.  All shares
     provided for conversion for the appropriate shares of LWH, by virtue of the
     Merger  and  without  any  further  action  on the part of the  Constituent
     Corporations,  unless  dictated by existing  agreements,  will be converted
     from  shares  currently  held by  WIR,  of WIR  Class  A Stock  held in the
     Treasury Account of WIR.

7.   STOCK CERTIFICATES

     At and after the Effective Time, all of the outstanding  certificates that,
     prior to that date, represented shares of LWH Class A Stock shall be deemed
     for all purposes to evidence  ownership  of and to represent  the number of
     shares of WIR Class A Stock into which such shares of LWH Class A Stock are
     converted as provided herein. The registered owner on the books and records
     of LWH of any such  outstanding  stock  certificate  for LWH  Class A Stock
     shall,  until such  certificate  is  surrendered  for transfer or otherwise
     accounted  for to WIR or its  transfer  agent,  be entitled to exercise any


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                     WINCHESTER INTERNATIONAL RESORTS, INC.
                       1802 NORTH CARSON STREET, SUITE 108
                           CARSON CITY, NEVADA, 89701
                               PHONE: 702-685-9009


     voting and other  rights with  respect to, and to receive any  dividend and
     other distributions upon, the shares of WIR Class A Stock evidenced by such
     outstanding certificates as provided above.

8.   ASSUMPTIONS OF OPTIONS AND WARRANTS
     No LWH warrants or options exist or existed  prior to the  Effective  Time,
     therefore no conversion to WIR Class A Stock is necessary or authorized for
     any options or warrants claims that may arise in relation to LWH.

9.   FRACTIONAL SHARES
     No fractional shares of WIR Class A Stock will be issued in connection with
     the Merger.

10.  EMPLOYEE BENEFIT PLANS
     No LWH Employee Benefit Plans exist or existed prior to the Effective Time,
     therefore  no  obligation  to  retain,  continue,  or offer  such plan will
     transfer to WIR.

11.  FURTHER ASSURANCES
     From time to time, as and when required by the Surviving  Corporation or by
     its successors or assigns,  there shall be executed and delivered on behalf
     of LWH, such deeds,  assignments and other instruments,  and there shall be
     taken or  caused  to be taken by it all such  further  action,  as shall be
     appropriate,  advisable or necessary in order to vest,  perfect or confirm,
     of or otherwise,  in the Surviving  Corporation the title to and possession
     of all property, interests, assets, rights, privileges, immunities, powers,
     franchises and authority of LWH, and otherwise to carry out the purposes of
     this Merger Agreement. The officers and directors of LWH, or otherwise, are
     to take any and all such  actions  and to execute  and  deliver any and all
     such deeds and other  instruments  as may be  necessary or  appropriate  to
     accomplish the foregoing.

12.  AMENDMENT
     At any time  before  the  Effective  Time,  this  Merger  Agreement  may be
     amended,  modified,  or  supplemented  by the  Boards of  Directors  of the
     Constituent Corporations, notwithstanding approval of this Merger Agreement
     by the majority  shareholders of LWH and / or the majority  shareholders of
     WIR; provided,  however, that any amendment made subsequent to the adoption
     of  this  Merger  Agreement  by  the  majority  shareholders  of LWH or the
     majority shareholders of WIR shall not:

     i.   alter or  change  the  amount  or kind of  shares,  securities,  cash,
          property  and / or  rights  to be  received  in  exchange  for or upon
          conversion of any shares of any class or series of LWH;

     ii.  alter  or  change  of  any  of  the  terms  of  the   Certificate   of
          Incorporation  or by-laws of the Surviving  Corporation to be effected
          by the Merger as contemplated herein, or

     iii. alter  or  change  any of the  terms  or  conditions  of  this  Merger
          Agreement  if such  alteration  or change would  adversely  affect the
          holders of any shares of any class or series of LWH or WIR.

13.  CONDITIONS
     The  consummation  of the Merger is subject to the  approval of this Merger
     Agreement  and the Merger  contemplated  hereby by the majority vote of the
     shareholders  of LWH and by the  majority (or other  requisite  percentage)
     vote of the  shareholders  of WIR,  prior to or at the Effective  Time. WIR
     shall send a formal  notice of a special  shareholders  meeting to consider
     such  approval (by mail, in the manner as is required or permitted by WIR's
     bylaws),  such special  shareholders' meeting of the WIR shareholders to be
     held at 10:00 A.M. on the first day  following  the  required  legal notice
     period in  respect of a special  shareholders  meeting,  such  period to be
     computed  from the first day  following  the  mailing of the notice of such
     meeting.  Such mailing of the notice of said  meeting  shall be effected by


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                     WINCHESTER INTERNATIONAL RESORTS, INC.
                       1802 NORTH CARSON STREET, SUITE 108
                           CARSON CITY, NEVADA, 89701
                               PHONE: 702-685-9009


     the officers and directors of WIR to all of its shareholders of record, and
     shall contain the appropriate record date and eligibility  requirements for
     voting at such meeting,  on the first (1st) business day following the date
     of the  execution  of this Merger  Agreement.  The Board of  Directors  and
     management  of WIR shall  recommend a "yes," vote in respect of this Merger
     Agreement to the WIR shareholders.

14.  ABANDONMENT
     This Merger  Agreement is subject to final review and due  diligence  being
     conducted by LWH, including  confirmation of  representations  made by WIR,
     and may be terminated and the Merger abandoned by the Board of Directors of
     LWH based upon such final review and due diligence.

15.  TAX-FREE REORGANIZATION
     The Merger is intended to be a tax-free plan of  reorganization  within the
     meaning of Section 368 (a) (1) (F) of the Code.

16.  GOVERNING LAW
     This Merger  Agreement shall be governed by and construed under the laws of
     the State of Colorado as applied to  agreements  among  Colorado  residents
     entered  into  and  to  be  performed  entirely  within  Colorado,  without
     reference to the principles of conflicts of law or choice of laws, and such
     law would apply in all matters  relating to the internal affairs of WIR and
     the Merger.  Following the Merger,  the controlling law will be that of the
     domicile of WIR, i.e, Wyoming (following the redomiciliation of WIR).

17.  COUNTERPARTS
     In order to facilitate  the filing and recording of this Merger  Agreement,
     it may be  executed in any number of  counterparts,  each of which shall be
     deemed to be an original,  but all of which together  shall  constitute one
     and the same legal document and instrument.  Any duly executed  counterpart
     hereof transmitted  electronically  shall be legal, valid, and binding upon
     the Party(ies) who signed the same.

IN WITNESS  WHEREOF,  the parties hereto have caused this Merger Agreement to be
duly executed on the date and year first above written.

LAKE W HOLDINGS, INC.                    WINCHESTER INTERNATIONAL RESORTS, INC.


By: T.R. Hughes, President               By: Veryl E. Norquay, President, CEO, &
                                             Chairman of the Board of Directors

NORTHSTAR GLOBAL BT

By: T.R. Hughes, Trustee


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               AGREEMENT REGARDING ADDITIONAL TERMS AND CONDITIONS
                                OF MERGER BETWEEN
                     WINCHESTER INTERNATIONAL RESORTS, INC.
                                       AND
                             LAKE W. HOLDINGS, INC.


THIS  AGREEMENT  REGARDING  ADDITIONAL  TERMS AND  CONDITIONS OF MERGER  BETWEEN
WINCHESTER  INTERNATIONAL RESORTS, INC. AND LAKE W. HOLDINGS,  INC., hereinafter
the "Additional  Agreement" is entered into this 2nd day of September,  2010, by
and between Winchester  International Resorts, Inc. (WIR), a Nevada corporation,
Lake W. Holdings,  Inc. (LWH), a Colorado  corporation,  and Northstar Global BT
(NGBT),  a Nevada business trust, as the sole shareholder of LWH. NGBT, WIR, and
LWH may be referred to herein,  separately  or  individually,  as a "Party," and
they may be referred to herein, collectively,  as the "Parties." WIR and LWH may
also be referred to, collectively, as the "Constituent Corporations."

In  consideration  of USD $10 (ten U.S.  dollars),  in hand  paid by each  Party
hereto to each of the other Parties  hereto,  together with the mutual  exchange
and  receipt of the  additional  consideration  by and  between  the  Parties as
recited in that certain "Agreement and Plan of Merger," dated September 2, 2010,
as to which this Additional  Agreement is to be deemed a part and parcel thereof
and  incorporated  therein by this  reference,  the Parties'  hereby  represent,
warrant, covenant, and agree as follows:

1.   NGBT  agrees  to vend or  cause to be  vended  into  WIR,  each by way of a
     tax-free plan of  reorganization  within the meaning of Section 368 (a) (1)
     (F) of the Code:

     A.   Two,  contiguous,  (2) Bureau of Land  Management  (BLM) placer mining
          claims located in Washoe County,  Nevada, now owned by LWH, namely the
          Adders #30 and Adders #31  claims,  also known and  identified  as NMC
          numbers 1006222 and 1006223, respectively. The Parties agree that NGBT
          shall  receive in the merger,  Class A WIR (voting /  participating  /
          common)  Shares,  having an  agreed  value of USD $5 per Class A share
          (computed  and issued at  twenty-five  per cent (25.0%) of the claims'
          in-ground  precious  metals  values  as of  August  29,  2010,  but as
          subsequently determined by an NI 43-101 report which the Parties agree
          shall be secured by WIR immediately following the merger / acquisition
          of the Adders #30 and the Adders #31  claims.  NGBT and LWH  represent
          and warrant that LWH has no  liabilities  and will have no liabilities
          at the time of the merger,  and that the only assets owned at the time
          of the merger will be the two (2) above  referenced  BLM mining claims
          and a checking  account  with a very  nominal  balance,  which will be
          closed or maintained as WIR may determine.  The Parties agree that the
          number of authorized  Class A Shares may need to be increased to allow
          WIR to issue to NGBT the so computed  number of Class A Shares of WIR.
          The Parties  further agree that the Class A Shares of WIR to be issued
          to NGBT will,  immediately  upon  issuance  in the name of NGBT placed
          into a mutually  agreed third party escrow  pending the receipt of the
          NI  43-101  report on the two (2)  mining  claims,  at which  time the
          number of Class A Shares  will be  determined  and  either  additional
          shares  will  be  (authorized  and)  issued,  as  necessary,   or  the
          appropriate number of shares then held in escrow will be cancelled. In
          either event, the escrow will be terminated and the appropriate number
          of Class A shares will be delivered to NGBT.

     B.   Seventeen  (17),  contiguous,  BLM lode mining  claims  located in San
          Bernardino County, California, now owned by NGBT, namely the El Dorado
          claims  numbers 1 through 9,  inclusive,  also known and identified as
          CAMC numbers  0290834  through  0290942,  respectively,  the El Dorado


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          claims numbers 10 through 12, inclusive,  also known and identified as
          CAMC numbers 0293895, 0293896, and 0293583, respectively, and the King
          of California claims,  numbers 1 through 5, inclusive,  also known and
          identified as CAMC numbers 0295541 through 0295545,  respectively. The
          Parties  agree  that  NGBT  shall  receive  in the  merger,  Rule  144
          restricted,  Class A WIR  (voting /  participating  / common)  Shares,
          having an agreed  exchange  value of the  greater of the then  current
          average of the closing  bid prices for the last  thirty  (30)  trading
          days, or USD $5, per Class A share (computed and issued at twenty-five
          per cent (25.0%) of the claims' in-ground precious metals values as of
          the date the  merger  to  acquire  such  claims is  completed,  but as
          subsequently determined by an NI 43-101 report which the Parties agree
          shall be secured by WIR immediately following the merger / acquisition
          of the El Dorado and King of California claims. The Parties agree that
          the number of  authorized  Class A Shares may need to be  increased to
          allow WIR to issue to NGBT the so computed number of Class A Shares of
          WIR. The Parties  further agree that said claims may be owned by up to
          three different  subsidiaries of NGBT, and that, at NGBT's discretion,
          the  three  mergers  in which the said  claims  are  acquired,  may be
          accomplished  in the order and at the times as  elected  by NGBT,  but
          that the period during which all of such claims are vended (by merger)
          into WIR shall not exceed eighteen (18) months.

     C.   NGBT  agrees to, in good faith,  make best  efforts to secure and vend
          into WIR, in exchange  for a license fee and  continuing  royalties as
          negotiated  by NGBT from the  inventor,  a license  to  certain  Water
          Recovery Technology for processing and recovering precious metals from
          water, such license to be secured initially from the inventor,  namely
          Robert I. Caddell.

     D.   NGBT  agrees to, in good faith,  make best  efforts to secure and vend
          into WIR, in exchange  for a license fee and  continuing  royalties as
          negotiated  by NGBT from the  inventor,  a  license  to  certain  TMBT
          Reactor Technology for processing and recovering precious metals, such
          license to be secured  initially  from the inventor,  namely Robert I.
          Caddell.

     E.   NGBT  agrees to, in good faith,  make best  efforts to secure and vend
          into WIR,  additional mining properties from time to time. The Parties
          agree that NGBT shall receive in any such merger, Rule 144 restricted,
          Class A WIR (voting / participating / common) Shares, having an agreed
          exchange  value of the  greater  of the then  current  average  of the
          closing bid prices for the last thirty (30) trading  days,  or USD $5,
          per Class A share (computed and issued at twenty-five per cent (25.0%)
          of the claims'  in-ground  precious  metals  values as of the date the
          merger to  acquire  such  claims  is  completed,  but as  subsequently
          determined  by an NI 43-101  report  which the Parties  agree shall be
          secured by WIR  immediately  following the merger / acquisition of any
          such  mining  properties.   The  Parties  agree  that  the  number  of
          authorized  Class A Shares  may need to be  increased  to allow WIR to
          issue to NGBT the so computed number of Class A Shares of WIR.

2.   NGBT will "sell at par," or "donate," as may be  appropriate,  up to thirty
     per cent  (30.0%)  of the  (then  issued)  Class A shares  (i.e,  currently
     anticipated to be up to 31,500,000  shares) back to the treasury of WIR, in
     order that WIR may issue same to Auctus  Private Equity Fund, LLC (and / or
     such other  Party(ies)  as the Board of  Directors  of WIR may  determine),
     wherein said shares are to be registered and / or sold pursuant to a Form S
     registration  statement,  pursuant to an  appropriate  Form S  registration
     statement of such shares.  NOTE:  When the NI 43-101 reports are issued (as
     contemplated  above),  it is likely that  additional  Class A Shares of WIR
     will be required to be issued to NGBT,  but the Parties  agree that Class A
     Shares  of WIR  initially  issued  to  NGBT  will be  cancelled  by WIR and
     returned to treasury if the NI 43-101 report(s)  indicate less than a value
     of USD  $472,500,000  in Class A Shares are to be issued to NGBT in respect
     of the Adders #31 and Adders  #31  values  (i.e.,  if less than  94,500,000


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     shares  are to be issued at the  agreed  value of USD $5 per share when the
     number of shares is computed based on  twenty-five  per cent (25.0%) of the
     "in-ground" values as reflected in the NI 43-101 report).

3.   The Parties agree that WIR,  following the initial  merger with LWH,  shall
     agree to retain Veryl E. Norquay,  and Veryl E.  Norquay,  by his signature
     hereon,  agrees  to be so  retained  and to  provide  the  services  herein
     contemplated, beginning on the effective date of the merger between WIR and
     LWH to act as a  marketing / fund  raising  consultant  and to  immediately
     raise (in his capacity as a corporate officer,  not as a securities broker)
     in the minimum  amount of USD $850,000  (eight  hundred fifty thousand U.S.
     dollars)  as and  for  operating  capital  for  WIR,  via the  issuance  of
     promissory  note(s) by WIR,  wherein the lender(s)  shall have an option to
     convert their note(s) to WIR Class A Shares  (restricted under rule 144) as
     held by NGBT at a conversion  price to be  determined in good faith between
     NGBT and Veryl E. Norquay,  wherein NGBT would receive the WIR note(s) from
     the  lender(s)  in exchange  for the "X," amount of WIR Class A Shares upon
     conversion by the lenders.  Veryl E. Norquay shall be authorized to be paid
     a fixed consulting fee of USD $200,000 (two hundred thousand U.S.  dollars)
     plus  expenses as  mutually  agreed or  pre-approved  by the (new) Board of
     Directors  of WIR after the  merger of WIR and LWH,  plus a  commission  or
     success fee for such  (marketing / fund raising)  services equal to ten per
     cent (10.0%) of the cash raised by Veryl E.  Norquay  pursuant to the terms
     of this paragraph 3, such fixed consulting fee to be paid pro-rata from the
     appropriate  additional  percentage of the funds raised by Veryl E. Norquay
     for WIR. WIR and Veryl  Norquary (by his signature  hereon) agree that they
     shall  mutually waive any conflict of interest in respect of the consulting
     services contemplated in this paragraph 3, and those contemplated vis-a-vis
     Veryl E.  Norquay's  also acting as the President of WIR (per  paragraph 4,
     below).

4.   The Parties agree that WIR,  following the initial  merger with LWH,  shall
     retain or employ Veryl E.  Norquay,  as the  President of WIR for a term of
     two (2) years,  who shall serve in such capacity in good faith at no charge
     or cost to WIR  except  actual  out of  pocket  expenses  incurred  for the
     benefit  of WIR in good  faith  and as  pre-approved  by the new  Board  of
     Directors  of WIR  following  the merger of WIR and LWH,  such  expenses to
     include, inter alia, a milage allowance / reimbursement at the maximum rate
     per mile permitted by the Internal  Revenue Service for use of the personal
     automobile of Veryl E. Norquay for WIR business  travel,  and the payment /
     reimbursement of a private phone line and internet services, including long
     distance charges in the residence of Veryl E. Norquay, and Veryl E. Norquay
     by his  signature  hereon,  agrees to be so  retained  and to perform  such
     services for WIR for such period,  beginning on the  effective  date of the
     merger  between  WIR  and  LWH.  Beginning  as of the  date  of the  second
     anniversary  of the date of the  merger,  Veryl E.  Norquay may be retained
     annually to serve as President of WIR upon the mutual  agreement of WIR and
     Veryl E. Norquay, with the annual salary for year(s) three (3) and later to
     be USD  $100,000  per  annum,  plus cost of living  increases  per the U.S.
     Government index thereof upon any such further annual renewal,  wherein the
     annual  salary is to be paid annually in arrears (or a  proportionate  part
     thereof  if  services  are not  received  by WIR for the full  year for any
     reason).  If such  salary is not paid in cash to Veryl E.  Norquay  (or his
     estate  or legal  representative  as may be  applicable)  when  due  (i.e.,
     annually in arrears, on each anniversary date of the merger between WIR and
     LWH),  the salary due shall be  "paid,"  in Rule 144  (restricted)  shares,
     issued at a value  equal to the  greater  of fifty per cent  (50.0%) of the
     average  closing bid price for the last thirty (30)  trading  days prior to
     the issuance thereof, or such other (greater) percentage of market value as
     is permitted by the Securities and Exchange Commission  regulations.  Veryl
     E. Norquay,  by his signature hereon in his capacity as President of and as
     a director of WIR, also agrees personally to, and shall be personally bound
     by and  personally  perform the duties  required of him as per the terms of
     paragraphs 3 and 4 of this Additional Agreement.


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<PAGE>
5.   The  Parties  agree that WIR shall not be debt free as of the date and time
     of the merger  between WIR and LWH,  that WIR shall  remain  liable for and
     shall pay the same  following the merger of WIR and LWH, and that a list of
     the outstanding debts and payables of WIR is attached hereto as Exhibit "A.
     WIR shall  utilize a portion of the funds to be raised by Veryl E.  Norquay
     as contemplated  in paragraph 3., above,  to pay the  outstanding  debt and
     payables.

6.   In respect of the contract which WIR has executed  wherein it has agreed to
     purchase a fifty-one per cent (51.0%)  interest in Factory Outlet Trailers,
     Inc. (FOT), the Parties agree that WIR shall assign said contract  (subject
     to and upon  approval  of such  assignment  by the  owners / sellers of the
     51.0%  interest  in FOT,  namely,  Mr.  David  Chuchmuch  and  Mrs.  Vickie
     Chuchmuch), to a private (non-publicly traded, company (Newco) although the
     owners  of Newco  may elect to take  Newco  public  or merge  with a public
     company).  The  owners  of Newco  shall be  (exclusively  and  ratably,  in
     proportion   to  their   current   holdings  of  WIR  shares)  the  current
     shareholders  of WIR,  including Mr. and Mrs.  Chuchmuch,  which  (current)
     shareholders  of WIR will thus own 51.0% of FOT in and through the auspices
     of the  (initially)  private  company,  Newco.  WIR shall provide a loan to
     Newco, to be funded at such times and in such amounts as is appropriate and
     timely such that the payment  obligations  to acquire the 51.0% interest in
     FOT  from  Mr.  and Mrs.  Chuchmuch  are met  (whether  as now  agreed  and
     specified in the existing agreement, or as may be re-negotiated),  provided
     however,  that there shall be no default possible or declared vis-a-vis the
     obligations  of WIR to fund such  loan  until  after WIR can make  "draws,"
     i.e.,  sell  stock  to  Auctus  (or  other  parties)  pursuant  to  an  S-1
     Registration   with  the   Securities   and  Exchange   Commission,   which
     registration WIR agrees to undertake  immediately.  The Parties acknowledge
     and agree that the  registration  process may take 90 to 120 days,  and WIR
     shall  ensure that Mr. and Mrs.  Chuchmuch  approve the  assignment  of the
     agreement from WIR to Newco with this proviso included.  Said loan shall be
     at the U.S.  Prime rate plus two per cent (2.0%),  and shall be fixed as of
     the date of the first advance of loan proceeds from WIR to Newco. Said loan
     shall be  secured  by the  shares  of FOT  owned by  Newco,  the same to be
     endorsed in blank and pledged into a mutually agreed third party attorney's
     escrow account. No repayment  obligations will be due to WIR until the full
     amount of the loan has been funded (i.e.,  until the sellers have been paid
     in full),  and the  repayment  obligations  of Newco (or its  successor  in
     interest)  shall be  computed as of the date the final  installment  of the
     loan funding is made,  wherein any interest then accrued shall be converted
     to principal,  and said  principal  amount shall be amortized in a straight
     line amortization  schedule with monthly payments over a one hundred twenty
     (120) month  period,  with  payments  to be due monthly in arrears.  In the
     event of any default which  remains  uncured after a thirty (30) day notice
     period,  the loan may be  accelerated,  and if the full  amount of the loan
     (including all accrued but unpaid  interest) is not paid within thirty (30)
     days  after  the  note has  been  accelerated,  the  stock  held in  escrow
     representing a 51.0%  interest in FOT shall be delivered  forthwith to WIR,
     and WIR may assume control of FOT. There shall be a negative  covenant such
     that Newco (or its successor)  shall not, prior to the repayment in full of
     the loan from WIR,  sell the assets (or any of them)  constituting  the FOT
     business   enterprise  and  business  assets,   and  shall  not  pledge  or
     hypothecate the same except upon commercially competitive terms, and unless
     the proceeds of same are in good faith used  exclusively  for the expansion
     and / or operation of FOT pursuant to a reasonable  business plan generated
     in good faith.

     As a condition  of the  assignment  of the  purchase  contract  from WIR to
     Newco, Mr. and Mrs.  Chuchmuch must agree to a twelve (12) month standstill
     agreement  in respect to all of their  shareholdings  in WIR,  whether such
     shares  are free  trading  or  restricted  shares,  and no sale of any such
     shares shall be made without the prior  written  approval of WIR. WIR shall
     have a first right of refusal to redeem at the market price (defined as the
     average of the closing bid prices for the last  thirty  (30)  trading  days
     before  any  such  sale)  all or any of such  shares  which  Mr.  and  Mrs.


INITIALS:                    Winchester International Resorts, Inc.  Page 4 of 5
<PAGE>
     Chuchmuch  wish to sell during the  standstill  period (as are approved for
     sale by WIR in its sole and  arbitrary  discretion).  In the event that the
     sellers (Mr. and Mrs. Chuchmuch) or the current  shareholders of WIR do not
     all agree to the terms of the  assignment  of the sales  contract as herein
     set forth,  WIR shall  terminate  the contract to purchase FOT and WIR will
     forfeit  the  amount(s)  it has paid to Mr.  and Mrs.  Chuchmuch  as may be
     required under the terms of the existing purchase  agreement (for the 51.0%
     interest in FOT by WIR).

7.   This document may be executed in  counterparts,  each of which has only one
     or more signatures  thereon,  but all of which shall constitute one and the
     same legal  document.  Any duly  executed  counterpart  hereof  transmitted
     electronically  shall be legal,  valid, and binding upon the Party(ies) who
     signed the same.

In Witness  Whereof,  the parties hereto have caused this Merger Agreement to be
duly executed on the date and year first above written.

LAKE W HOLDINGS, INC.                    WINCHESTER INTERNATIONAL RESORTS, INC.


By: T.R. Hughes, President               By: Veryl E. Norquay, President, CEO, &
                                             Chairman of the Board of Directors

NORTHSTAR GLOBAL BT

By: T.R. Hughes, Trustee



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