LOAN AGREEMENT


         THIS LOAN  AGREEMENT (the  "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  ("Lender") and WINTEC
PROTECTIVE SYSTEMS, INC., a Texas corporation ("Borrower").

                                    ARTICLE I
                                LOAN TO BORROWER

         1.1  Loan.  Subject  to the  terms  and  conditions  set  forth in this
Agreement,  and the other agreements,  instruments,  and documents  executed and
delivered in connection herewith and pursuant hereto,  including but not limited
to the Note  (as  hereafter  defined),  the  Exchange  Agreement  (as  hereafter
defined),  the Consulting Agreements (as hereafter defined),  the Redemption and
Purchase Agreement (as hereafter  defined),  the Amended and Restated Bylaws (as
hereafter  defined),  and the  Shareholders'  Agreement (as  hereafter  defined)
(collectively,  the "Ancillary Agreements" and together with this Agreement, the
"Loan  Documents"),  Lender shall extend a loan to Borrower,  and Borrower shall
borrow from  Lender,  the sum of up to One Million  Five  Hundred  Thousand  and
No/100 Dollars ($1,500,000.00), in cash (the "Loan").

         1.2  Use of Loan Funds.  The Loan shall be used solely for the purpose
of  expanding  the  business of Borrower,  and other  similar  purposes,  and
not for the  funding of any  disbursements  or  distributions  to the
shareholders of Borrower.

         1.3  Funding  of Loan.  The Loan  shall be  funded  by the  Lender  in
a series  of  advancements,  as follows:

                  (a) Fifty Thousand and No/100 Dollars ($50,000.00) of the Loan
         shall be funded upon full  execution and delivery of the Loan Documents
         (the "Initial Funding").

                  (b)  Four   Hundred   Fifty   Thousand   and  No/100   Dollars
         ($450,000.00)  of the Loan shall be funded  within  thirty (30) days of
         the Initial Funding.

                  (c) One Million and No/100 Dollars ($1,000,000.00) of the Loan
         shall be funded at such times,  and in such  amounts,  as the  Borrower
         shall request from Lender in writing.

         1.4  Promissory  Note.  The Loan  shall  be  evidenced  by a  revolving
promissory note made by Borrower in favor of Lender (together with any renewals,
extensions,  and increases thereof, the "Note"),  duly executed by Borrower,  of
even date herewith,  in the original  principal  amount of the Loan, and in form
and  substance  acceptable  to the  Lender,  bearing  interest  at a rate of one
percent  (1.00%) per annum.  The Note shall be due and payable at such times and
in such  amounts as Borrower may  determine,  in its sole  discretion,  with the
total  outstanding  principal  balance of the Note,  and all  accrued but unpaid
interest  thereon,  due and payable in full on the four (4) year  anniversary of
the Effective Date.


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                                   ARTICLE II
                              ANCILLARY AGREEMENTS

         2.1  Exchange   Agreement.   Lender  shall   contribute  three  million
(3,000,000) shares of common stock of Lender,  $0.0001 par value per share, as a
contribution  to the  capital of  Borrower,  in  exchange  for the  issuance  by
Borrower to Lender of twenty million four hundred thousand  (20,400,000)  shares
of common  stock of Borrower,  $0.001 par value per share,  all pursuant to that
certain Contribution and Exchange Agreement executed by and between Borrower and
Lender contemporaneously herewith (the "Exchange Agreement").

         2.2  Licensing  Agreements.  In connection  with and as further
consideration  for making the Loan to Borrower, Borrower shall grant to Lender:

                  (a)  An   exclusive   license   for  the  use  of   Borrower's
         anti-corrosion  material  for  small  marine  craft,  pursuant  to that
         certain License  Agreement  executed by and between Borrower and Lender
         contemporaneously herewith (the "License Agreement"); and

                  (b) The right of first  refusal to  exclusively  license  such
         intellectual property of Borrower as Borrower shall, from time to time,
         negotiate to license to third  parties,  pursuant to that certain Right
         of First Refusal Agreement  executed by and between Borrower and Lender
         contemporaneously herewith (the "ROFR Agreement").

         2.3 Redemption and Purchase Agreement.  After the full repayment of the
Note, and upon prior written notice from Borrower, (a) Borrower shall redeem and
liquidate from Lender twelve million four hundred thousand  (12,400,000)  shares
of common  stock in Borrower  then-owned  by Lender,  and (b) Lender shall grant
Borrower options to purchase three million (3,000,000) shares of common stock of
Lender,  $0.0001 par value per share, at a strike price of Ten Cents ($0.10) per
share,  all pursuant to that certain  Stock  Redemption  and Purchase  Agreement
executed by and between  Borrower  and Lender  contemporaneously  herewith  (the
"Redemption and Purchase Agreement").


         2.4 Amended and Restated  Bylaws.  Borrower shall,  with the advice and
consent of Lender, amend and restate Borrower's corporate Bylaws, to provide for
certain  restrictions on voting and the disposition of shares of common stock of
Borrower,  and to  increase  the  number of  Directors  of  Borrower's  Board of
Directors,  pursuant  to  those  certain  Amended  and  Restated  Bylaws  of the
Borrower,  authorized  and  approved  by  Borrower's  shareholders  and Board of
Directors contemporaneously herewith (the "Amended and Restated Bylaws").

         2.5 Shareholders'  Agreement.  The shareholders of Borrower,  including
but  not  limited  to  Lender,   shall  execute  and  enter  into  that  certain
Shareholders' Agreement,  restricting the transfer of the shares of common stock
of Borrower held by Lender (the "Shareholders' Agreement").


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                                   ARTICLE III
                                     CLOSING

         3.1  Closing.  The  closing of the Loan  contemplated  hereby,  and the
funding of the  Initial  Funding,  shall occur upon the full  execution  of this
Agreement.

         3.1  Closing  Documents.  Prior  to or  contemporaneously  with the
execution  and  delivery  of this Agreement:

                  (a)  Borrower  shall  deliver or cause to be  delivered to the
         Lender a duly executed Note, a duly executed Exchange  Agreement,  duly
         executed Consulting Agreements, a duly executed Redemption and Purchase
         Agreement, duly authorized Amended and Restated Bylaws, a duly executed
         Shareholders'   Agreement,   and  a  written   consent  action  of  the
         shareholders  and Board of  Directors  of  Borrower,  authorizing  this
         Agreement and the Loan Documents, among other things; and

                  (b) Lender shall  deliver the Initial  Funding to Borrower,  a
         duly executed Exchange Agreement,  duly executed Consulting Agreements,
         a duly executed Redemption and Purchase Agreement,  and a duly executed
         Shareholders' Agreement.

                                   ARTICLE IV
                              COVENANTS OF BORROWER

         4.1 Affirmative Covenants. Until the Note and all other obligations and
liabilities  of the Borrower  under this  Agreement and the other Loan Documents
are fully paid and satisfied, Borrower agrees and covenants that it will, unless
the Lender otherwise consents in writing:

                  (a) Conduct its operations in the ordinary  course of business
         consistent with past practices,  and use reasonable efforts to preserve
         intact its current business organizations, preserve their relationships
         with  customers,  suppliers  and others having  business  dealings with
         them, and preserve the goodwill of the Borrower;

                  (b) Apply the Loan proceeds strictly in compliance with
         Section 1.2 hereof;

                  (c) Promptly  notify the Lender,  in writing,  about any event
         which, in Borrower's reasonably opinion, constitutes or will, by giving
         notice  or with the  passage  of time or both,  constitute  an Event of
         Default (as hereafter defined).

                  (d)  Perform  and  comply  with  all  terms,  conditions,  and
         provisions set forth in this Agreement and in all other instruments and
         agreements  between the  Borrower  and the Lender,  including,  without
         limitation, the other Loan Documents;

                  (e)  Maintain adequate liability insurance at all times; and

                  (f)  Execute  and  deliver,   or  cause  to  be  executed  and
         delivered,  and any all other  agreements,  instruments,  or  documents
         which the Lender may reasonably  request in order to give effect to the
         transactions  contemplated  under  this  Agreement  and the other  Loan
         Documents.


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         4.2 Negative  Covenants.  Until the Note and all other  obligations and
liabilities  of the Borrower  under this  Agreement and the other Loan Documents
are fully paid and  satisfied,  Borrower  agrees and covenants that it will NOT,
unless the Lender otherwise consents in writing:

                  (a) Use the Loan funds for any purpose in contravention of
         Section 1.2;

                  (b) Assign  or  attempt  to  assign  the Note, this Agreement,
         or any  of the  Ancillary Agreements;

                  (c) Fail to pay when due any part of the  principal  of,  or
         interest  on,  the Note or any other indebtedness or obligation from
         time to time owing by the Borrower to the Lender;

                  (d) Fail to perform any term or  condition or covenant of this
         Agreement  or any other  agreement  between the Borrower and the Lender
         (including, without limitation, any of the Ancillary Agreements);

                  (e) Declare  insolvency or  bankruptcy,  or make an assignment
         for the  benefit  of  creditors,  or consent  to the  appointment  of a
         trustee or receiver of other officer of a court or other  tribunal with
         respect to Borrower or the property of Borrower;

                  (f) Fail to discharge a trustee, receiver, or other officer of
         the court if such officer is appointed for Borrower without  Borrower's
         consent, within thirty (30) days of such appointment;

                  (g) Fail to  discharge,  bond,  or  dismiss  any  entry of any
         judgment  against  the  Borrower  or  the  issuance  or  entry  of  any
         attachment  or other lien  against any of the  property of the Borrower
         for  an  amount  in  excess  of  Ten   Thousand   and  No/100   Dollars
         ($10,000.00), within thirty (30) days of such entry or issuance;

                  (h)  Default  under any loan,  extension  of credit,  security
         agreement,  purchase or sales  agreement,  or any other  agreement,  in
         favor of any other creditor or person that may materially affect any of
         Borrower's  property or Borrower's ability to repay the Loan or perform
         its   obligations   under  this  Agreement  or  any  of  the  Ancillary
         Agreements;

                  (i) Amend its  organizational  and governing  corporate
         documents,  except as  specifically contemplated herein;

                  (j) (i) Declare, set aside or pay any distribution (whether in
         cash,  shares  or  property,   or  any  combination   thereof)  to  its
         shareholders,   or  make  any  other  actual,  constructive  or  deemed
         distribution to any of its shareholders, or otherwise make any payments
         to its shareholders in their capacity as such if Borrower is delinquent
         in any payments of the Note;  or (ii) redeem,  repurchase  or otherwise
         acquire,  directly or  indirectly,  any of its shares of common  stock,
         except as specifically  contemplated  herein, if Borrower is delinquent
         in any payments of the Note;


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                  (k) Incur or assume any indebtedness or mortgage or pledge any
         of its material assets, tangible or intangible,  or create or suffer to
         exist  any  lien   thereupon,   except   ordinary  course  of  business
         transactions, unless: (i) and Event of Default does not exist, and (ii)
         Lender is unwilling or unable to fund  advances  requested by or due to
         Borrower pursuant to the Note or this Agreement;

                  (l) Sell,  lease,  license or otherwise grant to any entity or
         individual  any  rights in any  material  assets or  properties  of the
         Borrower,   including  but  not  limited  to  Borrower's   intellectual
         property, without Lender's prior written consent; or

                  (m) Take or agree in writing or  otherwise  to take any action
         which  would  make  any of the  representations  or  warranties  of the
         Borrower contained in this Agreement untrue, incomplete or incorrect in
         any material respect.

         4.3 Events of Default. A violation of this Agreement, including but not
limited to a violation  of the  affirmative  covenants  contained in Section 4.1
hereof,  the  negative  covenants  contained  in  Section  4.2  hereof,  or  the
representations  and  warranties  of Borrower  contained  in Section 5.2 hereof,
shall  constitute an "Event of Default",  upon which the entire unpaid principal
balance of the Note,  together with all accrued by unpaid interest thereon,  and
all other  indebtedness  then owing by the Borrower to the Lender shall,  at the
option  of the  Lender,  become  immediately  due  and  payable  if  the  notice
provisions, if any, set forth in the Note are complied with.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

         5.1 Representations of Lender.  Lender hereby represents and warrants
the following to Borrower:

                  (a) Lender is a corporation duly organized, validly  existing,
         and in good standing under the laws of the State of California.

                  (b) Lender has full right, power, legal capacity and authority
         to execute,  deliver  and  perform  this  Agreement  and all  Ancillary
         Agreements and to consummate the transactions  contemplated  herein and
         thereby,  including the full right, power, legal capacity and authority
         to enter into the Loan and the Ancillary Agreements. This Agreement has
         been duly  executed and  delivered by Lender and  constitutes,  and all
         documents and  instruments  referred to herein or  contemplated  hereby
         when duly  executed  and  delivered by Lender will  constitute,  legal,
         valid and binding  obligations of Lender enforceable in accordance with
         their respective  terms and conditions,  except as such enforcement may
         be limited by  bankruptcy,  insolvency,  reorganization,  moratorium or
         other similar laws  affecting  the  enforcement  of  creditors'  rights
         generally  and by general  principles of equity  (whether  applied in a
         proceeding at law or in equity).


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                  (c) No approval, consent or other order or action of or filing
         with any court,  administrative agency, governmental authority or other
         third party is required for the  execution,  delivery or performance by
         Lender of this Agreement or the Ancillary Agreements.

                  (d) The  execution  and  delivery  of this  Agreement  and the
         Ancillary   Agreements,   and  the  consummation  of  the  transactions
         contemplated  hereby and thereby and the  performance  by Lender of its
         respective obligations hereunder and thereunder,  will not constitute a
         violation  of,  conflict  with or  result  in a  default  under (i) any
         mortgage,  indenture, charter or bylaw provision,  contract, agreement,
         commitment  or other  instrument of any kind to which Lender is a party
         or by which  Lender  or any of its  respective  assets  may be bound or
         affected,  or (ii) any law, rule or regulation  applicable to Lender or
         any court  injunction,  order or decree,  or any valid and  enforceable
         order of any governmental agency having jurisdiction over Lender.

                  (e) Lender is in compliance  with,  and has conducted and does
         conduct its business and  operations in compliance  with all applicable
         Federal, state, and local laws, rules and regulations affecting Lender.

                  (f)  Lender  has  adequate  unrestricted  earned  surplus  and
         capital  surplus  to  deliver  and  fund  the  Loan  pursuant  to  this
         Agreement.

         5.2 Representations of Borrower.  Borrower hereby represents and
warrants the following to Lender:

                  (a) Borrower is a corporation duly organized,  validly
         existing, and in good standing under the laws of the State of Texas.

                  (b)  Borrower  has  full  right,  power,  legal  capacity  and
         authority  to  execute,  deliver  and perform  this  Agreement  and all
         Ancillary  Agreements and to consummate the  transactions  contemplated
         herein and thereby, including the full right, power, legal capacity and
         authority  to enter into the Loan and the  Ancillary  Agreements.  This
         Agreement  has  been  duly  executed  and  delivered  by  Borrower  and
         constitutes,  and all documents and  instruments  referred to herein or
         contemplated  hereby when duly  executed and delivered by Borrower will
         constitute,   legal,   valid  and  binding   obligations   of  Borrower
         enforceable in accordance with their  respective  terms and conditions,
         except as such  enforcement  may be limited by bankruptcy,  insolvency,
         reorganization,   moratorium  or  other  similar  laws   affecting  the
         enforcement of creditors' rights generally and by general principles of
         equity (whether applied in a proceeding at law or in equity).

                  (c) No approval, consent or other order or action of or filing
         with any court,  administrative agency, governmental authority or other
         third party is required for the  execution,  delivery or performance by
         Borrower of this Agreement or the Ancillary Agreements.


<PAGE>

                  (d) Borrower has full legal and beneficial title to all of its
         assets and intellectual  property free and clear of all liens, pledges,
         mortgages,   security   interests,   conditional  sales  contracts  and
         encumbrances.

                  (e) The  execution  and  delivery  of this  Agreement  and the
         Ancillary   Agreements,   and  the  consummation  of  the  transactions
         contemplated  hereby and thereby and the performance by Borrower of its
         respective obligations hereunder and thereunder,  will not constitute a
         violation  of,  conflict  with or  result  in a  default  under (i) any
         mortgage,  indenture, charter or bylaw provision,  contract, agreement,
         commitment or other instrument of any kind to which Borrower is a party
         or by which  Borrower or any of its  respective  assets may be bound or
         affected, or (ii) any law, rule or regulation applicable to Borrower or
         any court  injunction,  order or decree,  or any valid and  enforceable
         order of any governmental agency having jurisdiction over Borrower.

                  (f) Borrower is in compliance with, and has conducted and does
         conduct its business and  operations in compliance  with all applicable
         Federal,  state,  and  local  laws,  rules  and  regulations  affecting
         Borrower.

                  (g) Borrower  acknowledges  and  agrees  that  the Loan is not
         transferable  and may not be assigned, in whole or in part, to any
         other party.

                                   ARTICLE VI
                                  MISCELLANEOUS

         6.1 Tax. Lender shall have no obligation for the payment or withholding
of any Federal,  state,  or other taxes  applicable  to the  extension of credit
described herein.  Borrower shall be solely responsible for the reporting of all
income  and  payment  of all  taxes in the  event  that the Loan is deemed to be
income to Borrower.  Borrower shall  indemnify and hold Lender  harmless for any
expense or costs incurred by Lender from  Borrower's  failure to comply with the
provisions of this section.

         6.2 Waiver and Agreement. Neither the failure nor any delay on the part
of the Lender to exercise any right,  power, or privilege herein or under any of
the other Loan Documents shall operate as a waiver thereof, nor shall any single
or partial  exercise of such right,  power,  or privilege  preclude any other or
further  exercise  thereof  or  the  exercise  of any  other  right,  power,  or
privilege.  No waiver of any provision in this  Agreement or in any of the other
Loan Documents,  and no departure by the Borrower therefrom,  shall be effective
unless the same shall be in writing and signed by the Lender,  and then shall be
effective only in the specific  instance and for the purpose for which given and
to the extent  specified in such writing.  No  modification or amendment to this
Agreement  or to any of the other  Loan  Documents  shall be valid or  effective
unless the same is signed by the party against whom it is sought to be enforced.


<PAGE>





         6.3 Nature and Survival of Representations,  Warranties and Agreements.
All  representations,  warranties and covenants of Lender and Borrower contained
in this  Agreement,  and all  statements  contained in this  Agreement or in any
instrument  delivered  by or on behalf of Lender and Borrower  pursuant  hereto,
shall be deemed  representations,  warranties,  covenants and  agreements by the
person or entity making or delivering such statement or instrument, and all such
representations, warranties, covenants, and agreements shall survive the closing
and the consummation of the transaction contemplated herein.

         6.4      Miscellaneous Provisions.

                  (a) The captions,  section and paragraph headings contained in
         this Agreement are for reference  purposes only and shall not affect in
         any way the meaning or interpretation of this Agreement.

                  (b) This  Agreement may be executed in multiple  counterparts,
         each of which shall be deemed an  original,  but all of which  together
         shall constitute one and the same instrument.

                  (c) The parties  agree to execute  and deliver any  additional
         agreements  or  documents  and to take  such  other  actions  as may be
         reasonably  necessary or  appropriate  to effectuate the intent of this
         Agreement  and to comply  with the  pertinent  provisions  of state and
         Federal law.

                  (d) This  Agreement  shall be binding on, inure to the benefit
         of and be  enforceable  by Lender  and  Borrower  and their  respective
         heirs, personal representatives, successors and assigns.

                  (e) This  Agreement  shall,  at all  times,  be  considered  a
         contract  made under the laws of the State of Texas,  for all purposes,
         and shall be governed by and construed in  accordance  with the laws of
         Texas.  Jurisdiction  for all  disputes  relating,  in any way, to this
         Agreement, shall lie exclusively in the courts of Harris County, Texas.

                  (f) This  Agreement,  together with the Ancillary  Agreements,
         constitutes  the entire  agreement of the parties hereto and supersedes
         all prior understandings with respect to the subject matter hereof.


<PAGE>




                  (g) This Agreement  may only be  modified,  altered or amended
         in a writing  executed  by a duly authorized representative of each
         party.

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

LENDER:                                                       BORROWER:

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

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