AGREEMENT FOR
                         INVESTMENT AND LOAN TERM SHEET

THIS  INVESTMENT  AND LOAN TERM SHEET (this "Term Sheet") is entered into by and
among MEDINA INTERNATIONAL HOLDINGS, INC., a California corporation ("MIHI") and
WINTEC PROTECTIVE SYSTEMS, INC., a Texas corporation ("WinTec").

Formation of WinTec:       WinTec is a Texas corporation, capitalized  with
                           40,000,000  shares of common stock,  $0.001 par
                           value  per  share.  The  following  are  the  initial
                           shareholders   of   WinTec,   and  their   respective
                           ownerships:


<TABLE>
<CAPTION>
<S>                                 <C>                               <C>                <C>

                                    Shareholder                       Shares             Ownership
                                    -----------                       ------             ---------
                                    PLH Holdings, LLC                 11,760,000            60.00%
                                    Robert Doherty                     3,920,000            20.00%
                                    James Henry                        2,940,000            15.00%
                                    Ellis Aronson                        980,000             5.00%
                                                               -----------------------------------
                                    Total:                            19,600,000           100.00%

</TABLE>



Investment by MIHI: At the Closing (as later defined),  and in  consideration of
                    the  various  agreements   herein,   MIHI  shall  issue  and
                    contribute 3,000,000 shares of common stock of MIHI, $0.0001
                    par  value  per  share  (the  "MIHI  Stock"),  to  WinTec in
                    exchange  for the  issuance of  20,400,000  shares of common
                    stock of  WinTec to MIHI (the  "Exchange"),  pursuant  to an
                    Exchange  Agreement").  Upon Agreement  entered into between
                    WinTec and MIHI (the "Exchange Agreement").  Upon completion
                    of the  Exchange,  the  shareholders  of  WinTec,  and their
                    respective ownerships, shall be as follows:

                      Shareholder         Shares         Ownership
                      -----------         ------         ---------
                      MIHI                20,400,000     51.00%
                      PLH Holdings, LLC   11,760,000     29.40%
                      Robert Doherty       3,920,000      9.80%
                      James Henry          2,940,000      7.35%
                      Ellis Aronson          980,000      2.45%
                                        -----------------------
                                          40,000,000    100.00%

As part of the  Exchange,  the  shareholders  of WinTec  shall  execute  Bylaws,
corporate  resolutions,  and a  Buy-Sell  Agreement  for  WinTec  (collectively,
"WinTec Corporate Documents") that provide, among other things:

     (a) The  number  of  directors  of  WinTec  shall  be  increased  to 7. The
     19,600,000  shares  owned by the initial  shareholders  of WinTec  shall be
     entitled to appoint 3 directors. The 20,400,000 shares issued to MIHI shall
     be entitled to  appointing 3 directors.  The parties agree that the seventy
     director of WinTec shall be Robert Doherty.

<PAGE>

     (b) The board of  directors  of  WinTec  will take  reasonable  actions  in
     satisfaction of its intent to convert WinTec to a publicly reporting entity
     within 24 months of the Exchange.

     (c) While the MIHI Loan (as later  defined) is  outstanding,  and until the
     redemption of the Redeemed stock (as later defined),  WinTec shall not sell
     or transfer any of the patents,  trademarks, or other intellectual property
     of WinTec  (collectively,  the "WinTec IP")  without the prior  approval of
     MIHI.

     (d) The board of directors of WinTec intends to move the WinTec  laboratory
     to California at some point in the future.

     (e) The shareholders of WinTec shall be subject to standard restrictions on
     transferring  their  shares of WinTec,  including a  restriction  that MIHI
     shall not transfer  12,400,000  shares of WinTec prior to the redemption of
     the Redeemed stock.

     (f) WinTec  shall not obtain  financing  from  third  parties  prior to the
     redemption  of the Redeemed  stock,  unless MIHI cannot meet the  financial
     requirements of WinTec,  including funding advances required under the MIHI
     Loan.



MIHI Loan:          Contemporaneously with the Exchange,  MIHI shall loan WinTec
                    up to  $1,500,000.00  (the  Redemption and Purchase;  At any
                    time, beginning upon full repayment of the MIHI Loan, WinTec
                    shall be entitled  Exclusive  License;  Right As part of the
                    consideration  for making the MIHI Loan,  WinTec shall grant
                    MIHI: (a) an Definitive Agreements:  The parties will act in
                    good  faith  to   negotiate,   complete  and  enter  into  a
                    definitive  Miscellaneous:  This Term Sheet  constitutes and
                    contains  the entire  agreement  and  understanding  between
                    Counterparts:  This Term Sheet may be  executed  in multiple
                    counterparts,  each of which  shall  be [End of Term  Sheet;
                    Signatures on Following Page]

Redemption and      At any time,  begining upon full repayment of the MIHI Loan,
Purchase;           WinTectshall be entitled to: (a) redeem 12,400,000 shares of
Consulting Stock:   common  stock of WinTec  then-owned  by MIHI (the  "Redeemed
                    Stock"),  and (b) purchase  from MIHI options to purchase up
                    to  3,000,000  shares  of common  stock of MIHI  (the  "MIHI
                    Options"),  in exchange  for a cash  payment of  $1,500,000,
                    pursuant to a Redemption and Purchase Agreement entered into
                    by WinTec and MIHI at Closing (the  "Redemption and Purchase
                    Agreement").  The cash payment shall be allocated  among the
                    redemption  of the  Redeemed  Stock and the  purchase of the
                    MIHI  Options as set forth in the  Redemption  and  Purchase
                    Agreement.  The MIHI Options shall be exercisable by WinTec,
                    at any time, at a strike price of $0.10 per share.
<PAGE>

                    Contemporaneously with the redemption of the Redeemed Stock,
                    WinTec  shall  issue  1,533,333  shares of  common  stock of
                    WinTec  to  consultants   (collectively,   the   "Consulting
                    Stock"), as compensation for consulting services provided by
                    such  individuals  to WinTec,  and  pursuant to a Consulting
                    Agreement entered into by each individual.

                    The Bylaws of WinTec shall provide that,  upon completion of
                    the redemption of the  Redemption  Stock and the issuance of
                    the  Consulting  Stock,  the total  number of  directors  of
                    WinTec  shall be  reduced  to 6, with the  8,000,000  shares
                    owned by MIHI entitled to appoint 2 directors.

                    Upon  completion of the redemption of the Redeemed Stock and
                    the issuance of the Consulting  Stock,  the  shareholders of
                    WinTec,  and  their  respective  ownerships,   shall  be  as
                    follows:


<TABLE>
<CAPTION>
<S>                           <C>                               <C>                <C>

                              Shareholder                       Shares             Ownership
                              -----------                       ------             ---------
                              PLH Holdings, LLC                 11,760,000            42.61%
                              MIHI                               8,000,000            28.99%
                              Robert Doherty                     3,920,000            14.20%
                              James Henry                        2,940,000            10.65%
                              Consultant                         1,533,333             5.00%
                              Consultant                         1,533,333             5.00%
                              Ellis Aronson                        980,000             3.55%
                                                         -----------------------------------
                              Total:                            30,666,666           100.00%
</TABLE>

Exclusive License:  As part of the  consideration  for  making  the  MIHI  Loan,
Right of First      WinTec  shall grant MIHI:  (a) an  exclusive  license to use
Refusal             WinTec's  anti-corrosion  material for small  marine  craft,
                    pursuant to a License  Agreement entered into between WinTec
                    and MIHI  (the  "License  Agreement"),  and (b) the right of
                    first refusal to  exclusively  license WinTec IP (the "Right
                    of First  Refusal"),  pursuant  to a Right of First  Refusal
                    Agreement  entered  into between  WinTec and MIHI  (the"ROFR
                    Agreement"). The Right of First Refusal shall be exercisable
                    by MIHI from time to time upon WinTec's presentation of MIHI
                    of a third party's offer to exclusively  license part of the
                    WinTec IP, and upon  exercise of its Right of first  Refusal
                    MIHI shall  exclusively  license  such part of the WinTec IP
                    upon substantially similar terms to sucy third party offer


Definitive          The parties  will act in good faith to  negotiate,  complete
Agreements:         and  enter  into a  definitive  Exchange  Agreement,  WinTec
                    Corporate  Documents,  MIHI Note,  Redemption  and  Purchase
                    Agreement,  Consulting  Agreements,  License Agreement,  and
                    ROFR Agreement  (collectively,  the "Definitive Agreements")
                    and related  documents  reflecting  the terms and conditions
                    hereof as soon as reasonably possible (the "Closing").
<PAGE>

                    The Definitive  Agreements  will contain the basic terms and
                    conditions  set  forth  herein   together  with  such  other
                    representations,  warranties,  covenants, terms, indemnities
                    and  conditions  as  would  be  usual  and  customary  for a
                    transactions of this nature and which are mutually agreeable
                    to the parties, including, without limitation, the making of
                    all  necessary  governmental  and third party  filings,  the
                    obtaining  of all  necessary  governmental  and third  party
                    approvals or consents  required to  consummate  the proposed
                    transactions, and standard indemnification provisions. There
                    shall be no brokers' or finders' fees or commissions payable
                    by WinTec, MIHI, or any other third party in connection with
                    the completion of the transactions contemplated herein.


Miscellaneous:      This  Term  Sheet   constitutes   and  contains  the  entire
                    agreement and understanding between the parties with respect
                    to the subject  matter  hereof and  supersedes  any prior or
                    contemporaneous oral or written agreements.  This Term Sheet
                    shall be  binding  upon  and  inure  to the  benefit  of all
                    parties  upon full  execution.  Each part  acknowledges  and
                    agrees   that  they  have  not  made  any   representations,
                    warranties or  agreements of any kind  regarding the subject
                    matter  hereof,  except as expressly set forth herein.  This
                    Term  Sheet may not be  modified  or  amended,  except by an
                    instrument is writing signed by duly authorized  officers of
                    both of the parties  hereto.  The language in this Agreement
                    shall be  construed  as to its fair meaning and not strickly
                    for or against any party.  This Term Sheet,  and any dispute
                    arising  hereunder,  shall be governed by Texas law, without
                    giving  effect  to any  choice  of law  or  conflict  of law
                    provision. If any provision of this Term Sheet is determined
                    to be  invalid  in  whole  or in  part of any  reason,  such
                    unenforceable  or  invalid  provision  shall not  affect the
                    legality,  enforceability  or  validity  of the rest of this
                    Term Sheet.  If any provision is stricken in accordance with
                    the previous sentence, then the stricken provisions shall be
                    replaced with a legal,  enforceable and valid provision that
                    is as  similar  in tenor  to the  stricken  provision  as is
                    legally possible.


Counterparts:       This Term Sheet may be executed  in  multiple  counterparts,
                    each of which shall be considered an original instrument and
                    all of which,  taken  together,  constitute  on and the same
                    agreement.  Electronic  and  facsimile  signatures  shall be
                    considered originals.


                [End of Term Sheet; Signatures on Following Page]


<PAGE>



         IN WITNESS  WHEREOF,  the parties have  executed  this Term Sheet to be
effective as of June 28, 2011.

MIHI:                                                         WINTEC:

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

                                            By: ________________________________
By: ________________________________                Robert Doherty
         Daniel Medina                               Director
         President