CONTRIBUTION AND EXCHANGE AGREEMENT


         THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this "Agreement") is made and
entered into to be effective as of June 28, 2011 (the "Effective  Date"), by and
between MEDINA INTERNATIONAL  HOLDINGS,  INC., a California corporation ("MIHI")
and WINTEC PROTECTIVE SYSTEMS, INC., a Texas corporation ("WinTec").

                              W I T N E S S E T H:

         WHEREAS,  MIHI has agreed to issue to WinTec three million  (3,000,000)
shares of common stock of MIHI,  $0.0001 par value per share (the  "Contribution
Shares"), as a contribution to the capital of WinTec; and

         WHEREAS, in exchange for the Contribution Shares,  WinTec has agreed to
issue to MIHI twenty million four hundred thousand (20,400,000) shares of common
stock of WinTec, $0.001 par value per share (the "Exchange Shares"); and

         WHEREAS,  the contribution of the Contribution Shares in MIHI to WinTec
is  intended  to  qualify as a  nontaxable  capital  contribution  and should be
treated as such pursuant to Section 351 of the Internal Revenue Code of 1986, as
amended.

         NOW,  THEREFORE,   in  consideration  of  the  mutual  promises  herein
contained, the parties hereby agree as follows:

                                    ARTICLE I
                         EXCHANGE AND ISSUANCE OF STOCK

         1.1  Issuance of Stock.  Upon full  execution of this  Agreement,  MIHI
shall sell and issue the  Contribution  Shares to WinTec,  and WinTec shall sell
and issue the Exchange Shares to MIHI. Each of the  Contribution  Shares and the
Exchange Shares shall be fully paid and non-assessable shares.

         1.2 Acceptance of Bylaws. WinTec hereby unconditionally and irrevocably
(i) accepts and assumes, as of the Effective Date, all of the obligations now or
hereafter existing as a holder of the Contribution  Shares pursuant to the terms
and provisions of the Bylaws of MIHI (the "MIHI Agreement"),  and (ii) agrees to
be  bound  by the  terms  and  conditions  of the MIHI  Agreement.  MIHI  hereby
unconditionally  and  irrevocably  (a) accepts and assumes,  as of the Effective
Date,  all of the  obligations  now or  hereafter  existing  as a holder  of the
Exchange  Shares  pursuant to the terms and  provisions  of the Bylaws of WinTec
(the "WinTec Agreement"), and (b) agrees to be bound by the terms and conditions
of the WinTec Agreement.


<PAGE>




         1.3 Admission of  Shareholders.  The parties hereby agree that from and
after the Effective Date, and for all purposes under the MIHI Agreement,  WinTec
shall  become  and be  admitted  as the owner of the  Contribution  Shares,  all
references to  shareholders  in the MIHI  Agreement  shall be deemed to refer to
WinTec as the owner of the Contribution  Shares, and WinTec shall be entitled to
the full  benefits and be bound  thereby as a member to the same extent as if an
original  party  thereto.  The  parties  hereby  agree  that  from and after the
Effective  Date,  and for all purposes  under the WinTec  Agreement,  MIHI shall
become and be admitted as the owner of the Exchange  Shares,  all  references to
shareholders  in the  WinTec  Agreement  shall be deemed to refer to MIHI as the
owner of the Exchange  Shares,  and MIHI shall be entitled to the full  benefits
and be bound  thereby  as a member to the same  extent as if an  original  party
thereto.

         1.4  Recognition of  Contribution.  WinTec agrees to  characterize  the
contribution of the Contribution Shares by MIHI as a contribution to the capital
of WinTec, and to issue and deliver the appropriate documents,  if any, to MIHI,
recognizing such contribution.  WinTec further  acknowledges and agrees that the
issuance of the Exchange  Shares to MIHI pursuant to this Agreement is consented
to under the provisions of the WinTec Agreement and that all actions required by
the WinTec Agreement have been satisfied or waived.

                                   ARTICLE II
                     REPRESENTATIONS AND WARRANTIES OF MIHI

         MIHI hereby represents and warrants to WinTec as follows:

         2.1 Organization and Standing. MIHI is a corporation duly incorporated,
validly  existing,  and  in  good  standing  under  the  laws  of the  State  of
California,  and has the requisite  corporate power to own its properties and to
carry on its  business  as  presently  conducted.  MIHI is duly  qualified  as a
foreign  corporation to do business and is in good standing in each jurisdiction
where the nature of the business  conducted  or property  owned by it makes such
qualification necessary,  other than those jurisdictions in which the failure to
so qualify  would not have a  Material  Adverse  Effect.  For  purposes  of this
Agreement,  a "Material Adverse Effect" means any material adverse effect on the
business,  operations,  properties,  or  financial  condition of a party and its
Subsidiaries   individually,   or  in  the  aggregate   and/or  any   condition,
circumstance, or situation that would prohibit or otherwise materially interfere
with the  ability  of such party to perform  any of its  obligations  under this
Agreement in any material respect. For purposes of this Agreement,  "Subsidiary"
means,  with  respect to any  entity at any date,  any  corporation,  limited or
general  partnership,  limited liability company,  trust,  estate,  association,
joint  venture  or  other  business  entity  of which  more  than 30% of (i) the
outstanding  capital  stock  having (in the absence of  contingencies)  ordinary
voting  power to elect a majority of the Board of  Directors  or other  managing
body of such  entity,  (ii) in the case of a  partnership  or limited  liability
company,  the interest in the capital or profits of such  partnership or limited
liability company or (iii) in the case of a trust,  estate,  association,  joint
venture  or  other  entity,  the  beneficial  interest  in such  trust,  estate,
association or other entity business is, at the time of determination,  owned or
controlled  directly or indirectly through one or more  intermediaries,  by such
entity.


<PAGE>




         2.2 Authorization and Power. MIHI has the requisite power and authority
to enter into and perform this Agreement,  and to issue the Contribution  Shares
to WinTec  and  acquire  the  Exchange  Shares.  The  execution,  delivery,  and
performance  of  this  Agreement  by  MIHI  and  the  consummation  by it of the
transactions  contemplated  hereby have been duly  authorized  by all  necessary
corporate  action,  and no further consent or authorization of MIHI or its Board
of Directors is required. This Agreement has been duly authorized, executed, and
delivered  by MIHI and  constitutes  a valid  and  binding  obligation  of MIHI,
enforceable against MIHI in accordance with the terms hereof.

         2.3 No Conflicts.  The  execution,  delivery,  and  performance of this
Agreement and the consummation by MIHI of the transactions  contemplated  hereby
or  relating  hereto  do not and will not (a)  result in a  violation  of MIHI's
charter documents or bylaws or other organizational  documents,  or (b) conflict
with, or  constitute a default (or an event which,  with notice or lapse of time
or both  would  become  a  default)  under,  or give to  others  any  rights  of
termination,   amendment,  acceleration,  or  cancellation,  of  any  agreement,
indenture,  or instrument or obligation to which MIHI is a party or by which its
properties  or assets are bound,  or result in a violation of any law,  rule, or
regulation,  or any  order,  judgment,  or decree  of any court or  governmental
agency  applicable  to  MIHI  or its  properties  (except  for  such  conflicts,
defaults, and violations as would not, individually or in the aggregate,  have a
Material  Adverse  Effect on MIHI).  MIHI is not required to obtain any consent,
authorization,  or order of, or make any filing or registration  with, any court
or governmental  agency,  or the Over the Counter  Bulletin Board (the "Bulletin
Board"), in order for it to execute,  deliver, or perform any of its obligations
under this  Agreement or to acquire the Exchange  Shares in accordance  with the
terms  hereof,  provided  that for purposes of the  representation  made in this
sentence,  MIHI is  assuming  and  relying  upon the  accuracy  of the  relevant
representations and agreements of WinTec herein.

         2.4 Acquisition  for Investment.  MIHI is acquiring the Exchange Shares
solely for its own account for the purpose of investment  and not with a view to
or for resale in connection  with a  distribution.  MIHI does not have a present
intention to sell the Exchange Shares, nor a present arrangement (whether or not
legally  binding) or intention to effect any distribution of the Exchange Shares
to or  through  any  person or  entity;  provided,  however,  that by making the
representations  herein and subject to Section 2.8 below, MIHI does not agree to
hold the Exchange Shares for any minimum or other specific term and reserves the
right to dispose of the Exchange  Shares at any time in accordance  with Federal
and state securities laws applicable to such disposition. MIHI acknowledges that
it is able to bear the  financial  risks  associated  with an  investment in the
Exchange Shares and that it has been given full access to such records of WinTec
and to the officers of WinTec and  received  such  information  as it has deemed
necessary or appropriate to conduct is due diligence investigation of WinTec and
has  sufficient  knowledge and  experience in investing in companies  similar to
WinTec in terms of WinTec's  stage of  development  so as to be able to evaluate
the risks and merits of its investment in WinTec. MIHI further acknowledges that
the purchase of the Exchange Shares involves substantial risk.


<PAGE>




         2.5  Information on WinTec.  MIHI has been furnished with or had access
to such information  concerning the operations,  financial condition,  and other
matters  regarding  WinTec as MIHI has requested in writing,  and considered all
factors that MIHI deems material in deciding on the advisability of investing in
the Exchange Shares.

         2.6 Opportunities for Additional Information. MIHI acknowledges that it
has had the  opportunity to ask questions of and receive answers from, or obtain
additional  information  from, the executive  officers of WinTec  concerning the
financial and other affairs of WinTec.

         2.7  Information on MIHI.  MIHI is, and will be on the date of issuance
of the Exchange  Shares,  an "accredited  investor",  as such term is defined in
Regulation D promulgated by the Securities and Exchange  Commission  (the "SEC")
under the Securities Act of 1933 (the "Act"),  is experienced in investments and
business matters,  has made investments of a speculative nature and has Exchange
Shares of corporations  domiciled in the United States in the past and, with its
representatives,  has such knowledge and experience in financial, tax, and other
business  matters as to enable MIHI to utilize the information made available by
WinTec to evaluate  the merits and risks of and to make an  informed  investment
decision with respect to the purchase of the Exchange Shares, which represents a
speculative investment. MIHI has the authority and is duly and legally qualified
to purchase and own the Exchange  Shares.  MIHI is able to bear the risk of such
investment  for an  indefinite  period  of time and to  afford a  complete  loss
thereof. The information set forth in this Agreement regarding MIHI is accurate.

         2.8  Compliance  with the Act.  MIHI  understands  and agrees  that the
Exchange  Shares has not been registered  under the Act or any applicable  state
securities  laws,  by  reason of its  issuance  in a  transaction  that does not
require  registration  under  the Act  (based  in part  on the  accuracy  of the
representations and warranties of MIHI contained herein), and that such Exchange
Shares must be held indefinitely  unless a subsequent  disposition is registered
under the Act or any  applicable  state  securities  laws or is exempt from such
registration.  MIHI  acknowledges that it is familiar with Rule 144 of the SEC's
rules and regulations, as amended, promulgated pursuant to the Act ("Rule 144"),
and that MIHI has been advised that Rule 144 permits  resales only under certain
circumstances.  MIHI  understands  that  to  the  extent  that  Rule  144 is not
available,  MIHI will be  unable  to sell any  Exchange  Shares  without  either
registration  under the Act or the  existence  of  another  exemption  from such
registration requirement.


<PAGE>




         2.9      Legend.  The Exchange Shares shall bear the following or
                  similar legend:

                  THE ISSUANCE AND SALE OF THE  SECURITIES  REPRESENTED  BY THIS
                  CERTIFICATE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT
                  OF 1933, AS AMENDED,  NOR APPLICABLE  STATE  SECURITIES  LAWS.
                  THESE   SECURITIES   MAY  NOT  BE  OFFERED  FOR  SALE,   SOLD,
                  TRANSFERRED,  OR ASSIGNED  IN THE ABSENCE OF (A) AN  EFFECTIVE
                  REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED,  OR (B) AN OPINION OF COUNSEL  (WHICH
                  COUNSEL  SHALL BE  SELECTED  BY THE  HOLDER),  IN A  GENERALLY
                  ACCEPTABLE FORM, THAT  REGISTRATION IS NOT REQUIRED UNDER SAID
                  ACT OR  PURSUANT  TO RULE 144 OR RULE 144A UNDER SAID ACT,  OR
                  OTHERWISE. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY
                  BE PLEDGED IN  CONNECTION  WITH A BONA FIDE MARGIN  ACCOUNT OR
                  OTHER  LOAN  OR   FINANCING   ARRANGEMENT   SECURED  BY  THESE
                  SECURITIES.

         2.10  Communication of Offer. The offer to sell the Exchange Shares was
directly  communicated to MIHI by WinTec.  At no time was MIHI presented with or
solicited by any leaflet,  newspaper or magazine  article,  radio or  television
advertisement,  or any other form of general advertising or solicited or invited
to attend a promotional  meeting  otherwise than in connection and  concurrently
with such communicated offer.

         2.11 Restricted  Securities.  MIHI understands that the Exchange Shares
has not been  registered  under the Act and MIHI  will not sell,  offer to sell,
assign,  pledge,  hypothecate or otherwise  transfer any of the Exchange  Shares
unless pursuant to an effective  registration statement under the Act, or unless
an exemption from  registration  is available.  Notwithstanding  anything to the
contrary contained in this Agreement, MIHI may transfer (without restriction and
without  the  need  for an  opinion  of  counsel)  the  Exchange  Shares  to its
Affiliates  (as  defined  below)   provided  that  each  such  Affiliate  is  an
"accredited  investor" under  Regulation D and such Affiliate agrees to be bound
by the  terms  and  conditions  of  this  Agreement.  For the  purposes  of this
Agreement,  an  "Affiliate"  of any person or entity  means any other  person or
entity  directly or  indirectly  controlling,  controlled  by or under direct or
indirect  common  control with such person or entity.  Affiliate  includes  each
Subsidiary of MIHI. For purposes of this  definition,  "control" means the power
to direct the  management  and  policies  of such  person or firm,  directly  or
indirectly,  whether through the ownership of voting securities,  by contract or
otherwise.

         2.12 No Governmental  Review.  MIHI  understands  that no United States
Federal or state agency or any other  governmental or state agency has passed on
or made recommendations or endorsement of the Exchange Shares or the suitability
of the investment in the Exchange Shares nor have such  authorities  passed upon
or endorsed the merits of the offering of the Exchange Shares.


<PAGE>




         2.13 Correctness of Representations. MIHI represents that the foregoing
representations and warranties are true and correct as of the date hereof and as
of the date of  issuance  of the  Exchange  Shares.  MIHI  understands  that the
Exchange  Shares  is being  offered  and  sold in  reliance  on a  transactional
exemption from the registration requirement of Federal and state securities laws
and  WinTec  is  relying  upon the truth and  accuracy  of the  representations,
warranties,  agreements,  acknowledgments  and  understandings of MIHI set forth
herein  in order to  determine  the  applicability  of such  exemptions  and the
suitability of MIHI to acquire the Exchange Shares.

         2.14 Outstanding  Stock.  All issued and outstanding  shares of capital
stock and equity interests in MIHI, including the Contribution Shares, have been
duly authorized and validly issued and are fully paid and non-assessable.

         2.15     Contribution Shares.  The Contribution Shares, upon issuance:

                  (a) are, or will be, free and clear of any security interests,
         liens, claims or other encumbrances,  subject only to restrictions upon
         transfer under the Act and any applicable state securities laws;

                  (b) have been, or will be, duly and validly  authorized and on
         the date of  issuance  of the  Contribution  Shares,  the  Contribution
         Shares will be duly and validly issued, fully paid and nonassessable or
         if resold in a transaction  registered pursuant to the Act and pursuant
         to an effective registration statement or exempt from registration will
         be free trading, unrestricted and unlegended;

                  (c) will not have  been  issued  or sold in  violation  of any
         preemptive or other similar  rights of the holders of any securities of
         MIHI or rights to acquire securities of MIHI; and

                  (d) will not subject the holders thereof to personal liability
         by reason of being such holders.

         2.16 Litigation. There is no pending or, to the best knowledge of MIHI,
threatened  action,   suit,   proceeding  or  investigation  before  any  court,
governmental agency or body, or arbitrator having jurisdiction over MIHI, or any
of its  Affiliates  that would affect the  execution by MIHI or the complete and
timely performance by MIHI of its obligations under this Agreement.

         2.17 No Market  Manipulation.  MIHI and its Affiliates  have not taken,
and will not take, directly or indirectly, any action designed to, or that might
reasonably be expected to, cause or result in  stabilization  or manipulation of
the  price  of the  common  stock  to  facilitate  the  sale  or  resale  of the
Contribution  Shares or affect the price at which the Contribution Shares may be
issued or resold.


<PAGE>




         2.18  Defaults.  MIHI is not in material  violation  of its articles of
incorporation or bylaws. MIHI is (i) not in default under or in violation of any
other material  agreement or instrument to which it is a party or by which it or
any of its  properties are bound or affected,  which default or violation  would
have a Material Adverse Effect, (ii) not in default with respect to any order of
any court,  arbitrator or governmental  body or subject to or party to any order
of any  court or  governmental  authority  arising  out of any  action,  suit or
proceeding  under any  statute  or other  law  respecting  antitrust,  monopoly,
restraint of trade,  unfair  competition or similar  matters which default would
have a Material Adverse Effect,  or (iii) not in violation of any statute,  rule
or  regulation  of any  governmental  authority  which  violation  would  have a
Material Adverse Effect.

         2.19 No Integrated  Offering.  Neither MIHI, nor any of its Affiliates,
nor any person  acting on its or their behalf,  has directly or indirectly  made
any offers or sales of any security of MIHI nor  solicited any offers to buy any
security  of MIHI under  circumstances  that  would  cause the  issuance  of the
Contribution  Shares  pursuant to this  Agreement  to be  integrated  with prior
offerings by MIHI for purposes of the Act or any applicable stockholder approval
provisions,  including,  without limitation,  under the rules and regulations of
the Bulletin Board. No prior offering will impair the exemptions  relied upon in
this  Agreement  or  MIHI's  ability  to  timely  comply  with  its  obligations
hereunder.  Neither MIHI nor any of its Affiliates will take any action or steps
that  would  cause  the  offer or  issuance  of the  Contribution  Shares  to be
integrated with other offerings which would impair the exemptions relied upon in
this  Agreement  or  MIHI's  ability  to  timely  comply  with  its  obligations
hereunder.  MIHI will not  conduct  any  offering  other  than the  transactions
contemplated  hereby  that may be  integrated  with the offer or issuance of the
Contribution  Shares  that  would  impair  the  exemptions  relied  upon in this
Agreement or MIHI's ability to timely comply with its obligations hereunder.

         2.20 No General Solicitation.  Neither MIHI, nor any of its Affiliates,
nor to its knowledge,  any person acting on its or their behalf,  has engaged in
any form of general  solicitation or general  advertising (within the meaning of
Regulation D or Regulation S under the Act) in connection with the offer or sale
of the Contribution Shares.

         2.21 Dilution.  MIHI's executive officers and directors  understand the
nature of the  Contribution  Shares  being sold  hereby and  recognize  that the
issuance of the Contribution Shares will have a potential dilutive effect on the
equity holdings of other holders of MIHI's equity or rights to receive equity of
MIHI. The Board of Directors of MIHI has  concluded,  in its good faith business
judgment that the issuance of the  Contribution  Shares is in the best interests
of MIHI.  MIHI  specifically  acknowledges  that  its  obligation  to issue  the
Contribution  Shares is  binding  upon MIHI and  enforceable  regardless  of the
dilution such issuance may have on the ownership interests of other shareholders
of MIHI or parties entitled to receive equity of MIHI.


<PAGE>




         2.22 Foreign Corrupt  Practices.  Neither MIHI, nor to the knowledge of
MIHI,  any agent or other person  acting on behalf of MIHI,  has (a) directly or
indirectly,  used any funds for unlawful contributions,  gifts, entertainment or
other unlawful expenses related to foreign or domestic political  activity,  (b)
made any  unlawful  payment to  foreign  or  domestic  government  officials  or
employees  or to any foreign or domestic  political  parties or  campaigns  from
corporate funds, (c) failed to disclose fully any contribution  made by MIHI (or
made by any  person  acting on its  behalf of which  MIHI is aware)  which is in
violation of law, or (d) violated in any material  respect any  provision of the
Foreign Corrupt Practices Act of 1977, as amended (the "FCPA").

         2.23 Reporting  Company.  MIHI is a  publicly-held  company  subject to
reporting  obligations  pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "1934 Act").  Pursuant to the  provisions of the 1934 Act,
MIHI has timely  filed all  reports  and other  materials  required  to be filed
thereunder with the SEC during the preceding twelve (12) months.

         2.24  Listing.  MIHI's  common  stock is quoted on the  Bulletin  Board
currently  under the symbol  "MIHI".  MIHI has not  received any oral or written
notice that its common  stock is not  eligible  nor will become  ineligible  for
quotation  on the  Bulletin  Board nor that its  common  stock does not meet all
requirements  for the  continuation  of such  quotation.  MIHI satisfies all the
requirements  for the  continued  quotation  of its common stock on the Bulletin
Board.

         2.25  Sarbanes-Oxley  Act.  MIHI is in  material  compliance  with  the
applicable  provisions of the  Sarbanes-Oxley  Act of 2002 (the  "Sarbanes-Oxley
Act"), and the rules and regulations promulgated thereunder,  that are effective
and for which material compliance by MIHI is required as of the date hereof.

         2.26 PFIC.  Neither MIHI nor any of its  Subsidiaries  is or intends to
become a "passive foreign investment company" within the meaning of Section 1297
of the U.S. Internal Revenue Code of 1986, as amended.

         2.27  OFAC.  Neither  MIHI  nor  any of its  Subsidiaries  nor,  to the
knowledge of MIHI, any director,  officer, agent, employee,  Affiliate or person
acting on behalf of any of MIHI or any of its Subsidiaries, is currently subject
to any U.S.  sanctions  administered  by the Office of Foreign Assets Control of
the U.S. Treasury Department ("OFAC");  and MIHI will not directly or indirectly
use the proceeds of the sale of the Contribution Shares, or lend,  contribute or
otherwise make available such proceeds to any subsidiary of MIHI,  joint venture
partner or other  person or entity,  towards  any sales or  operations  in Cuba,
Iran, Syria,  Sudan,  Myanmar or any other country sanctioned by OFAC or for the
purpose of financing the activities of any person currently  subject to any U.S.
sanctions administered by OFAC.


<PAGE>




         2.28 Money  Laundering  Laws.  The  operations  of each of MIHI and its
Subsidiaries  are and have been  conducted at all times in  compliance  with the
money laundering requirements of all applicable governmental authorities and any
related or similar rules,  regulations or guidelines,  issued,  administered  or
enforced by any  governmental  authority  (collectively,  the "Money  Laundering
Laws") and no action,  suit or proceeding by or before any court or governmental
authority or any  arbitrator  involving  any of MIHI or any of its  Subsidiaries
with respect to the Money  Laundering  Laws is pending or, to the best knowledge
of MIHI, threatened.

         2.29 Stop Orders.  MIHI will advise  WinTec,  within  twenty-four  (24)
hours after it receives  notice of  issuance  by the SEC,  any state  securities
commission,  or any other regulatory authority of any stop order or of any order
preventing  or  suspending  any offering of any  securities  of MIHI,  or of the
suspension of the qualification of the common stock of MIHI for offering or sale
in any  jurisdiction,  or the initiation of any proceeding for any such purpose.
MIHI will not issue any stop  transfer  order or other order  impeding the sale,
resale or delivery of any of the Contribution Shares,  except as may be required
by any applicable  federal or state  securities laws and unless  contemporaneous
notice of such instruction is given to WinTec.

         2.30 Listing/Quotation.  MIHI will maintain the quotation or listing of
its common stock on the Bulletin  Board,  or any  successor  exchange,  and will
comply in all respects with MIHI's reporting, filing and other obligations under
the  bylaws  or rules  of the  Bulletin  Board,  as  applicable,  as long as any
Contribution Shares are outstanding. MIHI will provide WinTec with copies of all
notices it receives notifying MIHI of the threatened and actual delisting of the
common stock from the Bulletin Board.

         2.31 Market  Regulations.  If required,  MIHI shall notify the SEC, the
Bulletin  Board and  applicable  state  authorities,  in  accordance  with their
requirements, of the transactions contemplated by this Agreement, and shall take
all other  necessary  action and proceedings as may be required and permitted by
applicable  law, rule and  regulation,  for the legal and valid  issuance of the
Contribution Shares to WinTec and promptly provide copies thereof to WinTec.

         2.32 Filing Requirements. From the date of this Agreement and until the
last to  occur  of (a) one (1) year  after  Effective  Date,  or (b)  until  the
Contribution  Shares can be resold or  transferred  by WinTec  pursuant  to Rule
144(b)(1)(i)  (the date of such latest  occurrence  being the "End Date"),  MIHI
will (i) comply in all respects with its reporting and filing  obligations under
the 1934 Act, and (ii) comply with all requirements  related to any registration
statement filed pursuant to this  Agreement.  MIHI will use its best efforts not
to take any action or file any document  (whether or not permitted by the Act or
the 1934 Act or the rules  thereunder) to terminate or suspend such registration
or to terminate or suspend its reporting and filing  obligations under said acts
until the End Date.  Until the End Date,  MIHI  will  continue  the  listing  or
quotation  of the  common  stock on the  Bulletin  Board and will  comply in all
respects with MIHI's reporting, filing and other obligations under the bylaws or
rules of the Bulletin Board. MIHI agrees to timely file a Form D with respect to
the  Contribution  Shares if required  under  Regulation D and to provide a copy
thereof to WinTec promptly after such filing.


<PAGE>




         2.33     Registration Rights.

                  (a) Registration Statement Requirements.  MIHI shall file with
         the  SEC  a  Form  S-1   registration   statement  (the   "Registration
         Statement") (or such other form that it is eligible to use) in order to
         register all or such portion of the Contribution Shares as permitted by
         the SEC (provided that MIHI shall use diligent efforts to advocate with
         the  SEC  for  the  registration  of all of  the  Contribution  Shares)
         pursuant  to Rule 415 for resale and  distribution  under the Act on or
         before  the date  which is forty  five  (45)  calendar  days  after the
         Effective Date (the "Required  Filing Date"),  and use its best efforts
         to cause the  Registration  Statement  to be declared  effective by the
         date  (the  "Required  Effective  Date")  which is not  later  than the
         earlier  of (x) one  hundred  twenty  (120)  calendar  days  after  the
         Effective  Date,  or (y) three (3) business  days after oral or written
         notice  to MIHI or its  counsel  from the SEC  that it may be  declared
         effective.  MIHI will  register  not less than all of the  Contribution
         Shares. The Registration Statement shall also state that, in accordance
         with Rules 416 and 457 under the Act, it also covers such indeterminate
         number of additional shares of common stock as may become issuable with
         respect to the Contribution  Shares to prevent dilution  resulting from
         stock splits, stock dividends or similar transactions.

                  (b)Registration  Procedures.  If and whenever MIHI is required
         by the provisions of  Section 2.33(a)  to effect the registration of
         any Contribution Shares under the Act, MIHI will, as expeditiously as
         possible:

                           (i)  subject  to  the  timelines   provided  in  this
                  Agreement,  prepare  and  file  with  the  SEC a  Registration
                  Statement  required  by  Section  2.33,  with  respect to such
                  securities and use its best commercially reasonable efforts to
                  cause  such  Registration   Statement  to  become  and  remain
                  effective,  and  promptly  provide  to  WinTec  copies  of all
                  filings  and SEC  letters of comment  and notify  WinTec on or
                  before the second  business day thereafter  that MIHI receives
                  notice that (i) the SEC has no comments or no further comments
                  on the  Registration  Statement,  and  (ii)  the  Registration
                  Statement has been declared effective;

                           (ii)  prepare  and file with the SEC such  amendments
                  and  supplements  to  such  Registration  Statement  as may be
                  necessary to keep such Registration  Statement effective until
                  such  Registration  Statement has been effective for the later
                  of (a) a period of one (1) year, or (b) until the Contribution
                  Shares can been sold by WinTec  pursuant  to Rule 144  without
                  volume restrictions;

                           (iii)  furnish to WinTec such number of copies of the
                  Registration  Statement  as WinTec  reasonably  may request in
                  order to facilitate  the public sale or their  disposition  of
                  the Contribution Shares or make them electronically available;


<PAGE>




                           (iv) use its  reasonable  best efforts to register or
                  qualify the Contribution  Shares under the securities or "blue
                  sky" laws of such  jurisdictions  as WinTec  shall  request in
                  writing,  provided,  however, that MIHI shall not for any such
                  purpose  be  required  to qualify to  transact  business  as a
                  foreign  corporation  in any  jurisdiction  where it is not so
                  qualified  or to  consent  to  service  of process in any such
                  jurisdiction; and

                           (v)  list the  Contribution  Shares with any
                  securities  exchange on which the common  stock of MIHI is
                  then listed.

                  (c) Provision of Documents.  It shall be a condition precedent
         to the  obligations  of MIHI to complete the  registration  pursuant to
         this  Agreement  with  respect to the  Contribution  Shares that WinTec
         shall furnish to MIHI in writing such  information  and  representation
         letters with respect to itself as MIHI may reasonably request to assure
         compliance with Federal and applicable state securities laws.

                  (d) Non-Registration Events. MIHI and WinTec agree that WinTec
         will suffer damages if the  Registration  Statement is not filed by the
         Required  Filing  Date  and not  declared  effective  by the SEC by the
         Required  Effective  Date or if,  after it is declared  effective,  its
         effectiveness  is not  maintained  in the  manner  and  within the time
         periods  contemplated  by  Section  2.33  hereof,  and it would  not be
         feasible  to  ascertain  the  extent of such  damages  with  precision.
         Accordingly,  if (i) the  Registration  Statement  is not  filed  on or
         before the Required Filing Date, (ii) the Registration Statement is not
         declared  effective on or before the Required  Effective Date, or (iii)
         the Registration  Statement is declared  effective but shall thereafter
         cease to be  effective  for a period of time which shall  exceed  forty
         (40) days in the  aggregate  per year  (defined as a period of 365 days
         commencing  on  the  date  the   Registration   Statement  is  declared
         effective)  (each such event  referred  to in clauses i through  iii of
         this Section  2.33(d),  a  "Non-Registration  Event"),  then MIHI shall
         deliver to WinTec, as liquidated  damages  ("Liquidated  Damages"),  an
         amount equal to one-half percent (0.5%) of the fair market value of the
         Contribution   Shares   on   the   first   business   day   after   the
         Non-Registration  Event and for each subsequent  thirty (30) day period
         (pro rata for any period  less than thirty (30) days) which are subject
         to  such  Non-Registration  Event.  The  maximum  aggregate  Liquidated
         Damages  payable to WinTec under this  Agreement  shall be nine percent
         (9%) of the  aggregate  fair market value of the  Contribution  Shares.
         MIHI  must  pay  the  Liquidated  Damages  in  cash.  In  the  event  a
         Registration  Statement  is filed by the  Required  Filing  Date but is
         withdrawn  prior to being  declared  effective  by the SEC,  then  such
         Registration Statement will be deemed to have not been filed.

                  (e) Expenses.  All expenses incurred by MIHI in complying with
         Section 2.33,  including,  without  limitation,  all  registration  and
         filing fees, printing expenses (if required), fees and disbursements of
         counsel and independent  public accountants for MIHI, fees and expenses
         (including   reasonable  counsel  fees)  incurred  in  connection  with
         complying with state  securities or "blue sky" laws, fees of the FINRA,
         transfer taxes, and fees of transfer agents and registrars,  are called
         "Registration  Expenses".  MIHI will pay all  Registration  Expenses in
         connection with any registration statement described in Section2.33.


<PAGE>




                  (f)      Indemnification and Contribution.

                          (i) In the event of a registration of any Contribution
                 Shares under the Act pursuant to Section  2.33,  MIHI will,  to
                 the  extent  permitted  by law,  indemnify  and  hold  harmless
                 WinTec, each of the officers,  directors,  agents,  Affiliates,
                 members,  managers, control persons, and principal shareholders
                 of  WinTec,   each  underwriter  of  such  Contribution  Shares
                 thereunder and each other person,  if any, who controls  WinTec
                 within the  meaning of the Act,  against  any  losses,  claims,
                 damages or liabilities,  joint or several,  to which WinTec, or
                 such underwriter or controlling person may become subject under
                 the Act or otherwise,  insofar as such losses,  claims, damages
                 or liabilities (or actions in respect  thereof) arise out of or
                 are based upon any untrue statement or alleged untrue statement
                 of any material fact  contained in any  Registration  Statement
                 under which such  Contribution  Shares was registered under the
                 Act pursuant to Section 2.33, or arise out of or are based upon
                 the  omission or alleged  omission to state  therein a material
                 fact  required to be stated  therein or  necessary  to make the
                 statements therein not misleading in light of the circumstances
                 when  made,  and will  subject  to the  provisions  of  Section
                 2.33(f)(iii)  reimburse WinTec,  each such underwriter and each
                 such  controlling  person  for  any  legal  or  other  expenses
                 reasonably incurred by them in connection with investigating or
                 defending any such loss,  claim,  damage,  liability or action;
                 provided,  however,  that MIHI shall not be liable to WinTec to
                 the  extent  that any such  loss,  claim,  damage or  liability
                 arises out of or is based upon an untrue  statement  or alleged
                 untrue  statement  or omission  or alleged  omission so made in
                 conformity  with  information  furnished  by WinTec in  writing
                 specifically for use in such Registration Statement.

                          (ii)  In the  event  of a  registration  of any of the
                 Contribution  Shares  under the Act  pursuant to Section  2.33,
                 WinTec will, to the extent permitted by law, indemnify and hold
                 harmless  MIHI,  and each person,  if any,  who  controls  MIHI
                 within the meaning of the Act,  each  officer of MIHI who signs
                 the  Registration  Statement,   each  director  of  MIHI,  each
                 underwriter and each person who controls any underwriter within
                 the meaning of the Act, against all losses,  claims, damages or
                 liabilities,  joint or several,  to which MIHI or such officer,
                 director,  underwriter or controlling person may become subject
                 under the Act or  otherwise,  insofar as such  losses,  claims,
                 damages or  liabilities  (or actions in respect  thereof) arise
                 out of or are based upon any untrue statement or alleged untrue
                 statement of any material  fact  contained in the  Registration
                 Statement under which such Contribution  Shares were registered
                 under the Act pursuant to Section  2.33, or arise out of or are
                 based upon the omission or alleged  omission to state therein a
                 material  fact  required to be stated  therein or  necessary to
                 make the statements therein not misleading,  and will reimburse
                 MIHI  and  each  such  officer,   director,   underwriter   and
                 controlling  person for any legal or other expenses  reasonably
                 incurred by them in connection with  investigating or defending
                 any such loss, claim,  damage,  liability or action,  provided,
                 however,  that WinTec will be liable hereunder in any such case
                 if and only to the extent that any such loss, claim,  damage or
                 liability arises out of or is based upon an untrue statement or
                 alleged untrue  statement or omission or alleged  omission made
                 in reliance upon and in conformity with information  pertaining
                 to WinTec  furnished in writing to MIHI by WinTec  specifically
                 for use in such Registration Statement, and provided,  further,
                 however,  that  the  liability  of  WinTec  hereunder  shall be
                 limited to the net  proceeds  actually  received by WinTec from
                 the sale of Contribution  Shares pursuant to such  Registration
                 Statement.


<PAGE>





                          (iii) Promptly  after receipt by an indemnified  party
                 hereunder  of notice of the  commencement  of any action,  such
                 indemnified party shall, if a claim in respect thereof is to be
                 made  against  the  indemnifying  party  hereunder,  notify the
                 indemnifying  party in writing thereof,  but the omission so to
                 notify the  indemnifying  party  shall not  relieve it from any
                 liability  which it may have to such  indemnified  party  other
                 than under this Section  2.33(f)(iii) and shall only relieve it
                 from any liability which it may have to such indemnified  party
                 under this Section 2.33(f)(iii),  except and only if and to the
                 extent the  indemnifying  party is prejudiced by such omission.
                 In  case  any  such  action   shall  be  brought   against  any
                 indemnified party and it shall notify the indemnifying party of
                 the  commencement  thereof,  the  indemnifying  party  shall be
                 entitled to participate in and, to the extent it shall wish, to
                 assume  and   undertake   the  defense   thereof  with  counsel
                 satisfactory to such indemnified  party, and, after notice from
                 the  indemnifying  party  to  such  indemnified  party  of  its
                 election so to assume and  undertake the defense  thereof,  the
                 indemnifying  party  shall not be  liable  to such  indemnified
                 party under this Section  2.33(f)(iii)  for any legal  expenses
                 subsequently  incurred by such indemnified  party in connection
                 with  the  defense  thereof  other  than  reasonable  costs  of
                 investigation   and  of  liaison   with  counsel  so  selected,
                 provided,  however,  that, if the defendants in any such action
                 include both the indemnified  party and the indemnifying  party
                 and the indemnifying party shall have reasonably concluded that
                 there may be reasonable defenses available to indemnified party
                 which are different  from or  additional to those  available to
                 the  indemnifying  party or if the interests of the indemnified
                 party  reasonably  may be deemed to conflict with the interests
                 of the indemnifying party, the indemnified parties, as a group,
                 shall have the right to select one separate counsel, reasonably
                 satisfactory to the indemnified and indemnifying  party, and to
                 assume such legal  defenses and otherwise to participate in the
                 defense of such action,  with the reasonable  expenses and fees
                 of such  separate  counsel and other  expenses  related to such
                 participation  to be  reimbursed by the  indemnifying  party as
                 incurred.

                          (iv) In  order  to  provide  for  just  and  equitable
                 contribution  in the event of joint  liability under the Act in
                 any case in which either (i) WinTec, or any controlling  person
                 of WinTec,  makes a claim for indemnification  pursuant to this
                 Section  2.33(f) but it is judicially  determined (by the entry
                 of  a  final  judgment  or  decree  by  a  court  of  competent
                 jurisdiction and the expiration of time to appeal or the denial
                 of the last right of appeal) that such  indemnification may not
                 be  enforced  in such case  notwithstanding  the fact that this
                 Section 2.33(f) provides for  indemnification  in such case, or
                 (ii) contribution  under the Act may be required on the part of
                 WinTec or  controlling  person of WinTec in  circumstances  for
                 which  indemnification  is  not  provided  under  this  Section
                 2.33(f);  then,  and in each such case,  MIHI and  WinTec  will
                 contribute  to  the  aggregate  losses,   claims,   damages  or
                 liabilities  to which they may be subject  (after  contribution
                 from others) in such  proportion so that WinTec is  responsible
                 only for the portion  represented  by the  percentage  that the
                 public  offering  price  of  its  securities   offered  by  the
                 Registration  Statement  bears to the public  offering price of
                 all  securities   offered  by  such   Registration   Statement,
                 provided,  however, that, in any such case, (y) WinTec will not
                 be  required to  contribute  any amount in excess of the public
                 offering  price of all such  securities  sold by it pursuant to
                 such Registration Statement; and (z) no person or entity guilty
                 of fraudulent  misrepresentation (within the meaning of Section
                 10(f) of the Act) will be  entitled  to  contribution  from any
                 person  or  entity  who  was  not  guilty  of  such  fraudulent
                 misrepresentation  and  provided,  further,  however,  that the
                 liability  of  WinTec  hereunder  shall be  limited  to the net
                 proceeds   actually   received  by  WinTec  from  the  sale  of
                 Contribution Shares pursuant to such Registration Statement.


<PAGE>





         2.34  Survival.  The foregoing representations and warranties shall
survive after the Effective Date.

         2.35 No Brokers.  Neither MIHI nor any  Subsidiary has taken any action
which  would  give rise to any claim by any person  for  brokerage  commissions,
finder's fees or similar payments relating to this Agreement or the transactions
contemplated hereby.

                                   ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF WINTEC

         WinTec hereby represents and warrants to MIHI as follows:

         3.1   Organization   and  Standing.   WinTec  is  a  corporation   duly
incorporated, validly existing, and in good standing under the laws of the State
of Texas,  and has the requisite  corporate  power to own its  properties and to
carry on its business as presently conducted.

         3.2  Authorization  and  Power.  WinTec  has the  requisite  power  and
authority  to enter into and perform this  Agreement,  and to issue the Exchange
Shares to MIHI and acquire the Contribution Shares. The execution, delivery, and
performance  of this  Agreement  by  WinTec  and the  consummation  by it of the
transactions  contemplated  hereby have been duly  authorized  by all  necessary
corporate action, and no further consent or authorization of WinTec or its Board
of Directors is required. This Agreement has been duly authorized, executed, and
delivered by WinTec and  constitutes  a valid and binding  obligation of WinTec,
enforceable against WinTec in accordance with the terms hereof.

         3.3 No Conflicts.  The  execution,  delivery,  and  performance of this
Agreement and the consummation by WinTec of the transactions contemplated hereby
or  relating  hereto do not and will not (a) result in a  violation  of WinTec's
charter documents or bylaws or other organizational  documents,  or (b) conflict
with, or  constitute a default (or an event which,  with notice or lapse of time
or both  would  become  a  default)  under,  or give to  others  any  rights  of
termination,   amendment,  acceleration,  or  cancellation,  of  any  agreement,
indenture,  or  instrument  or obligation to which WinTec is a party or by which
its  properties or assets are bound,  or result in a violation of any law, rule,
or regulation,  or any order,  judgment,  or decree of any court or governmental
agency  applicable  to  WinTec or its  properties  (except  for such  conflicts,
defaults, and violations as would not, individually or in the aggregate,  have a
Material  Adverse  Effect on  WinTec).  WinTec  is not  required  to obtain  any
consent,  authorization,  or order of, or make any filing or registration  with,
any court or governmental agency in order for it to execute, deliver, or perform
any of its  obligations  under this  Agreement  or to acquire  the  Contribution
Shares in accordance  with the terms  hereof,  provided that for purposes of the
representation  made in this  sentence,  WinTec is assuming and relying upon the
accuracy of the relevant representations and agreements of MIHI herein.


<PAGE>




         3.4 Compliance  with the Act.  WinTec  understands  and agrees that the
Contribution  Shares  has not been  registered  under the Act or any  applicable
state  securities laws, by reason of its issuance in a transaction that does not
require  registration  under the Act, and that such Contribution  Shares must be
held indefinitely unless a subsequent disposition is registered under the Act or
any applicable state securities laws or is exempt from such registration. WinTec
acknowledges that it is familiar with Rule 144, and that WinTec has been advised
that  Rule  144  permits  resales  only  under  certain  circumstances.   WinTec
understands  that to the extent that Rule 144 is not  available,  WinTec will be
unable to sell any Contribution Shares without either registration under the Act
or the existence of another exemption from such registration requirement.

         3.5 Restricted  Securities.  WinTec  understands  that the Contribution
Shares has not been registered  under the Act and WinTec will not sell, offer to
sell, assign, pledge,  hypothecate or otherwise transfer any of the Contribution
Shares unless pursuant to an effective  registration statement under the Act, or
unless an exemption from registration is available.  Notwithstanding anything to
the  contrary  contained  in  this  Agreement,   WinTec  may  transfer  (without
restriction  and without the need for an opinion of  counsel)  the  Contribution
Shares to its  Affiliates  provided that each such  Affiliate is an  "accredited
investor" under  Regulation D and such Affiliate agrees to be bound by the terms
and conditions of this Agreement.

         3.6 Outstanding  Stock.  All issued and  outstanding  shares of capital
stock and equity interests in WinTec,  including the Exchange Shares,  have been
duly authorized and validly issued and are fully paid and non-assessable.

         3.7      Exchange Shares.  The Exchange Shares, upon issuance:

                  (a) are, or will be, free and clear of any security interests,
         liens, claims or other encumbrances,  subject only to restrictions upon
         transfer under the Act and any applicable state securities laws;

                  (b) have been, or will be, duly and validly  authorized and on
         the date of issuance of the Exchange  Shares,  the Exchange Shares will
         be duly and validly issued,  fully paid and  nonassessable or if resold
         in a  transaction  registered  pursuant  to the Act and  pursuant to an
         effective  registration  statement or exempt from  registration will be
         free trading, unrestricted and unlegended;

                  (c) will not have  been  issued  or sold in  violation  of any
         preemptive or other similar  rights of the holders of any securities of
         WinTec or rights to acquire securities of WinTec; and

                  (d) will not subject the holders thereof to personal liability
         by reason of being such holders.


<PAGE>




         3.8  Litigation.  There is no  pending  or,  to the best  knowledge  of
WinTec,  threatened action, suit,  proceeding or investigation before any court,
governmental  agency or body, or arbitrator having  jurisdiction over WinTec, or
any of its Affiliates  that would affect the execution by WinTec or the complete
and timely performance by WinTec of its obligations under this Agreement.

         3.9 No General Solicitation. Neither WinTec, nor any of its Affiliates,
nor to its knowledge,  any person acting on its or their behalf,  has engaged in
any form of general  solicitation or general  advertising (within the meaning of
Regulation D or Regulation S under the Act) in connection with the offer or sale
of the Exchange Shares.

         3.10 Dilution. WinTec's executive officers and directors understand the
nature of the Exchange  Shares being sold hereby and recognize that the issuance
of the  Exchange  Shares  will have a  potential  dilutive  effect on the equity
holdings  of other  holders of  WinTec's  equity or rights to receive  equity of
WinTec.  The Board of  Directors  of WinTec  has  concluded,  in its good  faith
business  judgment  that the  issuance  of the  Exchange  Shares  is in the best
interests of WinTec.  WinTec  specifically  acknowledges  that its obligation to
issue the Exchange Shares is binding upon WinTec and  enforceable  regardless of
the  dilution  such  issuance  may  have on the  ownership  interests  of  other
shareholders of WinTec or parties entitled to receive equity of WinTec.

         3.11 Survival.  The foregoing representations and warranties shall
survive after the Effective Date.

         3.12 No Brokers. Neither WinTec nor any Subsidiary has taken any action
which  would  give rise to any claim by any person  for  brokerage  commissions,
finder's fees or similar payments relating to this Agreement or the transactions
contemplated hereby.

                                   ARTICLE IV
                                 INDEMNIFICATION

         4.1  Indemnification by MIHI. Subject to the provisions of this Article
IV, MIHI shall  indemnify  and hold harmless  WinTec and WinTec's  shareholders,
directors, officers, subsidiaries,  Affiliates,  employees,  representatives and
successors (collectively, the "WinTec Parties") from and against (i) its portion
of all material loss, costs,  damage,  liability,  obligation,  claim or expense
(including  reasonable  out-of-pocket  professional  fees and similar  expenses)
(collectively  the  "Indemnified  Losses")  incurred  or  suffered by the WinTec
Parties  as a  result  of  (a)  a  material  breach  by  MIHI  of  any  material
representation  or  warranty  made by MIHI in this  Agreement  or (b) a material
breach by MIHI of any material  covenant or agreement made or to be performed by
MIHI set  forth  in this  Agreement;  or (ii) all  taxes of MIHI and any and all
taxes (or the nonpayment thereof) imposed on WinTec based on a breach by MIHI of
this Agreement or any of the  representations  and warranties  contained herein;
provided,   however,   MIHI   shall  not  be  liable   and  shall  not   provide
indemnification  for any taxes assessed against WinTec due to subsequent actions
by WinTec that affected any such taxes.


<PAGE>




         4.2  Indemnification  by  WinTec.  Subject  to the  provisions  of this
Article  IV,   WinTec  shall   indemnify  and  hold  harmless  MIHI  and  MIHI's
shareholders,   directors,  officers,   subsidiaries,   Affiliates,   employees,
representatives  and  successors  (collectively,  the "MIHI  Parties")  from and
against all  Indemnified  Losses  incurred or suffered by the MIHI  Parties as a
result of (i) a material breach by WinTec of any representation or warranty made
by WinTec in this Agreement, or (ii) a material breach by WinTec of any covenant
or agreement made or to be performed by WinTec set forth in this Agreement.

         4.3  Material.  For  purposes of this Article IV,  "material"  shall be
defined  to mean an amount,  or an action  that  causes an amount,  in excess of
Twenty-Five Thousand and No/100 Dollars ($25,000.00).

         4.4 Limitations on Indemnification. Notwithstanding any other provision
of this Agreement, no party shall be liable for punitive,  remote or speculative
damages, and each party hereby waives any right to seek recovery thereof.

                                    ARTICLE V
                                  MISCELLANEOUS

         5.1 Applicable  Law.  This  Agreement  shall be governed by and
construed  in  accordance  with the laws of the State of Texas, without regard
to principles or conflicts of law.

         5.2 Counterpart Execution. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, either
original,  electronic,  or facsimile signatures,  each of which when so executed
shall  be  deemed  to be an  original  and all of  which  taken  together  shall
constitute but one and the same agreement.

         5.3 Binding  Effect.  This  Agreement  and the rights and  obligations
hereunder  shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, legal representatives, successors and assigns.

         5.4 Non-Agreement to Transfer.  This Agreement shall not modify,  alter
or grant any consent to  transfer  an  interest  in MIHI or WinTec,  any further
transfer  of the  Contribution  Shares and  Exchange  Shares  being  transferred
hereunder, except as otherwise expressly provided herein.

         5.5  Severability.  In the  event  that any term or  provision  of this
Agreement  shall be finally  determined to be  superseded,  invalid,  illegal or
otherwise  unenforceable  pursuant  to  applicable  law by an  authority  having
jurisdiction and venue, that determination  shall not impair or otherwise affect
the validity, legality or enforceability: (i) by or before that authority of the
remaining terms and provisions of this Agreement,  which shall be enforced as if
the unenforceable term or provision were deleted, or (ii) by or before any other
authority of any of the terms and provisions of this Agreement.


<PAGE>





         5.6 Notices. All notices, requests,  instructions or other documents to
be given under this Agreement  shall be in writing and shall be deemed given and
received,  (i) three (3)  business  days  following  sending  by  registered  or
certified mail, postage prepaid, (ii) when sent by facsimile; provided, however,
that the  facsimile is promptly  confirmed by  telephone  confirmation  thereof,
(iii) when delivered,  if delivered  personally to the intended  recipient,  and
(iv) one (1)  business  day  following  sending  by  overnight  delivery  via an
internationally  recognized  courier service,  and in each case,  addressed to a
party at the following address for such party:

            if to MIHI:             Medina International Holdings, Inc.
                                    Attn:  __________________
                                    1802 Pomona Rd., Corona, CA 92880
                                    Facsimile:  ______________

            and a copy to:          _______________________

                                    Attn:_____________________
                                    __________________________
                                    __________________________
                                    Facsimile: _______________

            if to WinTec:           WinTec Protective Systems, Inc.
                                    Attn: Robert Doherty
                                    14027 Memorial Drive, Suite 241
                                    Houston, Texas 77079-6826
                                    Facsimile: _______________

            and a copy to:          Rapp & Krock, PC
            (which shall not
            constitute notice)      Attn: Bradley W. Rapp
                                    3050 Post Oak Boulevrd, Suite 400
                                    Houston, Texas 77056
                                    Facsimile: (713) 759-9967

or to such other  address  or  facsimile  number as the party to whom  notice is
given may have  previously  furnished  to the other in writing in the manner set
forth above.

         5.7 Descriptive  Headings.  The  descriptive  headings  herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.

         5.8 Costs.  Except as otherwise  expressly  set out in this  Agreement,
each  party  shall  bear its own  costs  in  connection  with  the  negotiation,
preparation and implementation of this Agreement.


<PAGE>




         5.9  Dispute  Resolution.  The  prevailing  party  in  any  litigation,
arbitration, mediation, controversy, or other form of dispute resolution related
to this Agreement and the transactions  contemplated hereby shall be entitled to
the award of all reasonable  attorneys'  fees,  expert witness fees,  costs, and
expenses  related  to  the  prosecution  or  defense  of  any  such  litigation,
arbitration, mediation, controversy, or other form of dispute resolution.

         5.10 Amendment.  This Agreement and all of the provisions  hereof shall
be  binding  upon and  inure to the  benefit  of the  parties  hereto  and their
respective permitted successors and assigns. This Agreement shall not be amended
or modified, except pursuant to a writing executed by all parties hereto.

         5.11 Further  Assurances.  From time to time, as and when  requested by
any party hereto, any other party hereto shall execute and deliver,  or cause to
be executed and  delivered,  such documents and  instruments  and shall take, or
cause to be taken, such further or other actions as may be reasonably  necessary
to effect the transactions contemplated hereby.

                [End of Agreement - Signatures on Following Page]



<PAGE>



         IN WITNESS  WHEREOF,  this  Agreement  has been executed and shall take
effect as of the Effective Date.

MIHI:                                                         WINTEC:

MEDINA INTERNATIONAL                              WINTEC PROTECTIVE SYSTEMS,
HOLDINGS, INC., a California                      INC., a Texas corporation
corporation

                                             By: ______________________________
By: ________________________________             Robert Doherty
    Daniel Medina                                Chief Executive Officer
    President