Winchester International Resorts, Inc. (fka WNCH)

[db7]

possible bonus? "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


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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).

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