Fixed Asset Purchase Agreement

     Medina International  Holdings,  Inc. ("Medina") and MGS Grand Sports, Inc.
     ("MGS")  hereby entered into an agreement to transact the following on June
     18, 2008 in California.

1.   Medina  hereby  agrees to acquire  Fixed Assets as listed in Exhibit A from
     MGS.

2.   Medina will acquire the Name of the company Modena Sports Design,  LLC. DBA
     Harbor  Guard  (HG),  web  sites  and  domain  names of both  companies  by
     transferring to Medina.

3.   In  consideration  for the above  acquisition  of fixed assets  Medina will
     issue 5,500,000  shares of common stockof which 5,445,000 will be issued to
     MGS Grand Sports, Inc. and 55,000 shares to Mardikian Design.

4.   Medina will link the Medina  website and Medina  Marine (MM) website to HGB
     website immediately upon signing this agreement

5.   Sales commission agreement with existing agents will be renewed with Medina
     Marine,  Inc.  (wholly  Owned  Subsidiary of Medina) and Harbor Guard Boats
     separately.  Sales  commission  will start accruing from the date of taking
     delivery of the assets and inventory.

6.   HGB will  hand over all the  existing  orders  to  Harbor  Guard  Boats new
     management team.

7.   Medina will under take to produce and sell the  customers  from the date of
     this agreement with Mardikian's help & guidance.

8.   All previous sales liability will be the responsibility of Mardikian.

9.   New production by Medina is assumed from the time the agreement is signed.

10.  Albert's new ideas will be  estimated  for approval by the Board of Medina.
     After the approval of the Board,  capital  expense  will be  allocated  for
     Albert to work on the project

11.  Right to use and exercise the License  transferred  by Mardikian to produce
     patented items under Medina include the following:

     a)   12' Rescue and Fire Rescue water craft design

     b)   15' Rescue and Fire Rescue water craft design

     c)   18' Rescue and Fire Rescue water craft design

     d)   20' Rescue and Fire Rescue water craft design

     e)   24' Rescue and Fire Rescue water craft design

     f)   26; Rescue and Fire Rescue water craft design

     g)   28' Rescue and Fire Rescue water craft design

     h)   30' Rescue and Fire Rescue water craft design

     i)   35' Rescue and Fire Rescue water craft design

     j)   22' Vortex

     k)   30' Modena 302

     l)   All Water Pump technology and designs.

     m)   Doors

     n)   MCD System

     o)   New projects like Trash, Limousine,  Taxi and all other marine related
          projects

     p)   MM will also have the right to produce  in any of the  models  mention
          above  in any  configuration,  such as  Police  Model,  Patrol  Model,
          Military Model, Ballistic Model, etc....


<PAGE>




12.  Licensing  Rights on Patents and Designs will be agreed upon under separate
     licensing agreement between Medina and Mardikian Designs.  Medina will hold
     the License rights in its name.

13.  Medina  will have the  right to sub  License  the  Rights  to  products  it
     produces to its subsidiaries and Associate  companies by Albert Mardikian's
     approval.

14.  Medina will enter into separate  contract  with Hull and Deck  manufacturer
     which is done by Albert Mardikian.

15.  Assets list to include the following:

     Hand Tools, Power Tools, 4 Chopper Gel Coat Machine, Welders, A Frame, Boat
     dolly's, Boat hull stands, Fork Lifts.

16.  Accounts payable  representing  the HG Inventory (raw material,  parts, and
     work  in  progress)   under  this   purchase   agreement   will  be  Medina
     responsibility.  Payments  on account of  account  payable  will be paid to
     Albert Mardikian upon collection of money on boats completed and sold.

17.  Rent of $6,500.00 will be paid monthly per lease agreement inclusive of all
     taxes etc.

18.  Medina  will  decide  the  economically   sensible  place  to  produce  all
     production.

19.  Mardikian  will provide all necessary  help to make a smooth  transition to
     Medina for expanding the business activity

20.  Employment  agreement will be drawn up separately with Albert  Mardikian in
     par with Madhava Rao Mankal and Daniel Medina.

21.  Medina  will  have the right to pay all its past  debts  from  present  and
     future Medina Marine boat sales.

22.  All product  liabilities of Harbor Guard Boats prior to this merger will be
     sole  responsibility  of  Mardikian.  Liability  can be of any nature  from
     product  liability  to debt to any  thing.  And the same  applies to Medina
     Marine product liabilities.

23.  Albert Mardikian will be appointed  Chairman and CEO of Harbor Guard boats,
     Llc which is wholly owned by Medina

24.  Albert will be  appointed  as Director  of Medina  International  Holdings,
     Insofar a period of Three years

25.  If Harbor  Guard Boats books need to be audited,  cost of the audit will be
     born by Medina.

<PAGE>


                                 Signature Page

--------------------------  ---------------------------------------------
MGS Grand Sports, Inc.
2051 Placentia Ave., Costa Mesa, CA 92627


------------------------------------
Daniel Medina, President
Medina International Holdings, Inc.
255 S. Leland Norton Way,
San Bernardino, CA 92408

--------------------------------------------------------------------------------


-------------------------------------
Madhava Rao Mankal, CFO,
Medina International Holdings, Inc.
255 S. Leland Norton Way,
San Bernardino, CA 92408



<PAGE>

                                    EXHIBIT A

                              Fixed Assets Schedule

              Description                                           Quantity
              -----------                                           --------

            Machinery
            ---------
1.       Komatsu FG 20 Fork Lift                                       1
2.       Fans Hi Volume                                                2
3.       Devolt Cutting Machine                                        1
4.       Stool to Work on Pumps                                        1
5.       Hydraulic Press                                               1
6.       Rotating Screw Bins                                           3
7.       Flat Sander                                                   1
8.       Drill Motor                                                   2
9.       A Frame Yellow 12' Duel Pick up                               1
10.      Power Vacuum                                                  2
11.      Rockwell Delta Cutting Machine Large                          1
12.      Ridge Cutting Machine                                         1
13.       Accetely Torch Set                                           1
14.      Engine Hoist 1 Ton                                            1
15.      Miller Mastics Welding Machine                                1
16.      Lifting Bolt Jacks                                            2
17.      Battery Charger                                               1
18.      A Frame Electric 14'                                          1
19.      Rockwell Delta Bench Saw                                      1
20.      Rockwell Horizontal Cutting Saw                               1
21.      Chopper                                                       2
22.      Resin Machine                                                 2
23.      Ladder Movable                                                2
24.      Trailer  30' Yellow                                           1
25.      Trailer Black                                                 1
26.      Trailer Pacific Galvanized                                    1
27.      Trailer at Sea Fab                                            1
28.      Saw Table                                                     1
29.      Dolly                                                         1
30.      Compressor RED  (Victor)                                      1
31.      Scale                                                         1
32.      Dolly at Sea Fab                                              2

            Tools
            -----
33.      Tools on the Rack                                             1
34.      Tools in Boxes                                                3
35.      Clamps for Gluing                                             200


         Office Equipment
         ----------------
36.      Cabinets                                                      2
37.      Time Card Machine                                             1
38.      Blue Printing Machine                                         1
39.      Tables                                                        3
40.      Desk                                                          1