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                                LICENSE AGREEMENT

         This  Agreement is entered into by and between by and between MGS Grand
Sport,  Inc.,  Albert  Mardikian  and all  associates  ("Licensor")  and  Medina
International  Holdings,  Inc.("Licensee")  on this 18th day of June 2008,  with
reference to the following facts:

         A.  Licensor  is the owner of a United  States  Patents for the "Rescue
Jet" personal water craft and related assemblies,  systems and design rights all
as set forth in Exhibit A,  attached  hereto,  and  incorporated  herein by this
reference herein ("the patents").

         B.  Prior Royalty Agreement

On 15th day of June  2006,  Patent  Owner  entered  into  that  certain  Royalty
Agreement with Licensee for the licensing  rights to various  patents  including
the patent and design for 15' Hull and deck  design.  Herein  after this Royalty
Agreement will be referred to as the "Prior Royalty Agreement".

On 23rd day of February  2005,  Patent Owner  entered into that certain  Royalty
Agreement with Licensee for the licensing  rights to various  patents  including
the patent and design for 22' Vortex boat.  Herein after this Royalty  Agreement
will be referred to as the "Prior Royalty Agreement.

On 24th day of January  2006,  Patent Owner  entered  into that certain  Royalty
Agreement with Licensee for the licensing  rights to various  patents  including
the  patent for water  Pump for Fire  Rescue  Jet.  Herein  after  this  Royalty
Agreement will be referred to as the "Prior Royalty Agreement.

     C.   Licensee  wishes to license such design on an exclusive  basis for the
          manufacture of the boats from Licensor.

     D.   Licensor wishes to license to Licensee the right to use the Design for
          the use set forth

     E.   Licensor wishes to license to Licensee the right to use the Patent and
          Designs  developed  relating to water Craft  approved at a  Subsequent
          date upon the same terms on all  future  designs  such as water  Taxi,
          Water Limo, Trash collection boat etc..

                  NOW THEREFORE,  in  consideration  of the mutual covenants and
 agreements  contained  in  this  Agreement  and for  other  good  and  valuable
 consideration,  the receipt and  sufficiency of which are hereby  acknowledged,
 the parties agree as follows:

          1. Grant of License.

          a) Licensor  hereby grants to Licensee the exclusive  right to use and
     enjoy the  benefits  of the Patent and design  rights  associated  with the
     patent for a period of 15 years.


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          b)  Licensor's  Representations.  Licensor  hereby states and warrants
     that the following representations are true:

               i.   Licensor  is the sole legal  holder of the patent and design
                    rights associated with the patent.

               ii.  The Albert Mardikian's Licensing Agreement is based on valid
                    existing  patents  issued by the  United  States  Patent and
                    Trademark Office.

               iii. The Patent granted to Licensor  Albert  Mardikian's  are the
                    sole  property  of the  Licensor  and there are no  existing
                    liens,  mortgages,  security interests or other encumbrances
                    against such licenses.

               iv.  No  share,  interest,  assignment,  or  other  right to such
                    license  has been  transferred,  assigned  or granted to any
                    other party.

               v.   Licensee will hold the License in its name.

               vi.  Licensee  will have the right to sub  License  the Rights to
                    Design  and  Patents  to  its   subsidiaries  and  associate
                    companies.

               vii. Licensee  will enter into  separate  contract  with Hull and
                    deck manufacturer.

     2. Other  Materials.  Patent  Owner  agrees to make  available  in a timely
manner, upon written request, any and all written documentation, technical data,
bill of materials,  engineering  drawings and prototype  samples relating to the
patent, to the extent such written documentation is available.

     3. Continuing  Advise.  Patent Owner agrees to provide  appropriate  expert
advice and  consultation to Licensee,  as may from time to time be required,  to
facilitate the use and enjoyment of the rights granted by this Agreement.

     4. Effective Date. This Agreement shall be effective on the date of
     the signature both the parties.

     5. Prior Royalty  Agreement.  The Prior Royalty Agreement shall become part
of this  agreement  with  exclusivity  on all  patents and designs and terms and
conditions of this agreement applies.


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         2.1. Term and Payment,  Licensee agrees to pay as a royalty for the use
and enjoyment of the Design and Patent for all products  mentioned in Exhibit A,
an amount equal to mentioned here under upon all GROSS sale less sales returns &
Freight  & Sales  Commission,  for a  period  of  Fifteen  (15)  calendar  years
commencing on the date first above mentioned. Royalties shall be determined on a
quarterly  basis,  for the periods ending each April 30, July 31, October 31 and
January  31 of  every  year  and  shall be paid on the  fifteenth  of the  month
following the end of the determination  period,  except that upon the expiration
of  this  Agreement  the  determination  period  shall  end and  Licensee  shall
determine  the royalty  amount and pay such amount  fifteen  (15) days after the
expiration date of this Agreement.

               a)   2% for Patented  Designs with or with out Patented Fire Pump
                    technology used in Medina production.

               b)   1% for Patented Pump  Technology  used in designs other than
                    Alberts or his Associates.

               c)   1% for using Patents in any of our distributor or associated
                    companies products.

               d)   Medina agrees to pay $1,000,000 to MGS as under:  $200k in 2
                    months minimum and 3 months maximum,  and balance $800K will
                    be  released  at the rate of 10% of each boat sale until the
                    complete debt of balance $800K is paid off.

          2.2   Royalty   will  be   renegotiated   in  any  of  the   following
     circumstances:

                    i)   If Albert Mardikian's  employment  agreement expires or
                         is terminated by the Company.

                    ii)  If the Company is acquired by any other Company.

     3.  Certain  Restrictions.  The  license  granted  herein is subject to and
limited by the following restrictions:

          3.1  Restrictive  Terms.  Licensee  may use and enjoy the Design  only
     under  the  terms of this  Agreement,  however,  Licensor  may not offer or
     impose any terms on the use of the Design that alter or restrict  the terms
     of  this  License  or  the  Licensee's  exercise  of  the  rights  granted,
     hereunder;

     4.  Representation  and  Warranties.  Licensor  represents  and warrants as
follows:

          4.1 Rights. Licensor has secured all rights in the Design necessary to
     grant the license rights here to Licensee.,  and permit the lawful exercise
     of the rights granted hereunder, to Licensee;


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          4.2  Infringements.  The use of the Licensor's  Design do not infringe
     the copyright,  trademark, publicity rights, common law rights or any other
     right of any third party or constitute  defamation,  invasion of privacy or
     other tortuous injury to any third party.

          4.3 Sole Property. The Design is the sole property of the Licensor and
     no lien,  mortgage,  security  interest  or other  encumbrance  against the
     Design exists.

          4.4 Assignment. No share, interest,  assignment, or other right to the
     Patent has been transferred, assigned or granted to any other party.

          4.5 Good  Title.  Licensor  will at all times  have good  title to the
     Design and will at all times  keep the Design  free and clear of all liens,
     encumbrances  security interests and rights and claims of others except for
     the rights and claims arising under this Agreement.

          4.6 Without Warranties.  Except as expressly stated in this license or
     otherwise  agreed in writing,  or required by applicable law, the Design is
     licensed  on an "as is"  basis,  without  warranties  of any  kind,  either
     express or implied including,  without limitation, any warranties regarding
     the use of the Design to produce profit.

     5. Events of Default. Any one of the following occurrences shall constitute
an event of default under this Agreement:

          5.1.1  Failure to make  Payment.  The  failure of Licensee to make any
     royalty payment by its due date thereof;

          5.1.2  Bankruptcy.  The filing of a voluntary or involuntary  petition
     under any  provision of a state or federal  bankruptcy  law by either party
     hereto.

          5.1.3 Other  Default.  The  occurrence of any other default under this
     Agreement.

         If an event of default occurs under paragraph  5.1.1,  above,  Licensor
may,  in its sole  discretion  (i)  declare  all  accrued  but unpaid  royalties
immediately  due and  payable,  without  notice,  unless  otherwise  required by
applicable statute; (ii) declare this agreement canceled and of no further force
and  effect and  Licensor  shall  have and may  exercise  any and all rights and
remedies  available at law or in equity. In the event of any other default under
this  Agreement the  non-defaulting  party shall deliver  written notice of such
default to the defaulting party and the defaulting party shall have fifteen (15)
days after  receipt of such  written  notice of default to cure the same.  After
such fifteen (15) day period,  provided the  defaulting  party has not cured the
default(s),  the  non-defaulting  party shall have and may  exercise any and all
rights and remedies available at law or in equity.


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     6. Option to Renew. Licensor hereby grants Licensee an option to renew this
Agreement to be effective at the expiration of the term, or any subsequent  term
of this Agreement,  for an additional five (5) year period. In order to exercise
this option (i)  Licensee  must  provide  Licensor  with  written  notice of its
election to exercise the renewal option  hereunder ninety (90) days prior to the
expiration  of the  term of this  Agreement  and  (ii)  Licensee  must not be in
default under this Agreement.

     7.  Attorneys'  Fees  and  Costs.  If any  action  at law or in  equity  is
necessary to enforce or interpret the terms of this  Agreement,  the  prevailing
party shall be entitled  to  reasonable  attorney's  fees,  costs and  necessary
disbursements  in  addition  to any  other  relief  to which  that  party may be
entitled.

     8. Entire Agreement. This Agreement supersedes any and all other
agreements  oral or in writing,  between the parties  hereto with respect to the
matters set forth  herein,  and contains  all of the  covenants  and  agreements
between the parties with respect to the Design.  This Agreement  applies only to
the Design as set forth herein and to no other  Patents or design  rights.  Each
party  to  this  agreement  acknowledges  that no  representation,  inducements,
promises or  agreements,  orally or otherwise,  have been made by any party,  or
anyone acting on behalf of any party, which are not embodied herein, and that no
other  agreement,  statement or promise not contained in this agreement shall be
valid or binding on either party.  Any  modification  of this Agreement shall be
effective only if it is in writing and signed by the parties hereto.

     9.  Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the parties and their successors and assigns.

     10.  Headings.  The  headings  herein  are  for  convenience  only,  do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof

     11.  Amendment,  Waiver.  No provision of this  Agreement  may be waived or
amended except in a written instrument  signed, in the case of an amendment,  by
the Licensor and the Licensee or, in the case of a waiver,  by the party against
whom  enforcement  of any such waiver is sought.  No waiver of any default  with
respect to any provision,  condition or  requirement of this Agreement  shall be
deemed  to be a  continuing  waiver  in the  future  or a  waiver  of any  other
provision,  condition or requirement  hereof, nor shall any delay or omission of
either party to exercise any right  hereunder in any manner  impair the exercise
of any such right accruing to it thereafter.

     12. Notices. Any notice,  demand,  request,  consent or other communication
which either party desires or is required to give to any other party shall be in
writing and shall be deemed to have been given when  either:  (a)  delivered  in
person or by facsimile transfer, or (b) sent by overnight courier or first-class
registered  or certified  mail,  postage  pre-paid,  return  receipt  requested,
addressed  to such  party at the  address  set  forth  above.  Either  party may
designate  another  address  for itself at any time upon  written  notice to the
other party


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     13.  Interpretation.  Each party hereto has been  represented by counsel of
its choice, and this Agreement is not to be interpreted as if it was prepared by
either party.

     14.  Authority.  Each party signing on behalf of a party to this  Agreement
represents  and warrants - that he has all  authority to bind that party to this
Agreement.

     15. Provision Unenforceable. If any provision of this License is invalid or
unenforceable  under applicable law, it shall not affect the validity or enforce
ability of the  remainder  of the terms of this  License,  and  without  further
action by the parties to this agreement, such provision shall be reformed to the
minimum extent necessary to make such provision valid and enforceable.

     16.  Governing Law. This  Agreement  shall be governed by, and construed in
accordance with, the law of the State of California.

         IN WITNESS WHEREOF,  the parties have executed this Agreement effective
on the date first set forth above.

"Licensor"                                             Licensee"

----------------------------                  ----------------------------
Albert Mardikian,                            Daniel Medina          Madhava Rao
MGS Grand Sports, LLC                        President              CFO
Modena Sports Designs                        Medina International Holdings, Inc.
45 Goleta Point Drive                        255 S. Leland Norton Way,
Corona Del Mar, CA 92625                     San Bernardino, CA  92408





















                                    Exhibit A


                        DESCRIPTION OF PATENTS AND DESIGN

License  transferred by Mardikian to produce patented items under Medina include
the following:

Product
      12' Rescue and Fire Rescue  water craft  design 15' Rescue and Fire Rescue
      water  craft  design 18' Rescue and Fire  Rescue  water  craft  design 20'
      Rescue and Fire Rescue water craft design 24' Rescue and Fire Rescue water
      craft design 26;  Rescue and Fire Rescue water craft design 28' Rescue and
      Fire  Rescue  water craft  design 30' Rescue and Fire  Rescue  water craft
      design 35' Rescue and Fire Rescue water craft design 22' Vortex 30' Modena
      302
     Water Pump technology and designs.
      Doors on the boat
     Vortex 22' Closed  Bow MD 1225-C  Vortex 22' Open Bow MD 1226-O  Vortex 19'
     Closed Bow MD 1997-C Vortex 19' Open Bow MD 1998-O MCD System
     New  projects  like Trash,  Limousine,  Taxi and all other  marine  related
     projects  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....