STOCK REDEMPTION AND PURCHASE AGREEMENT


         THIS STOCK REDEMPTION AND PURCHASE  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
("MIHI") and WINTEC PROTECTIVE SYSTEMS, INC., a Texas corporation ("WinTec").

                              W I T N E S S E T H:
         WHEREAS,  contemporaneously  herewith,  MIHI  has  been  issued  twenty
million four  hundred  thousand  (20,400,000)  shares of common stock of WinTec,
$0.001 par value per share (collectively, the "MIHI Shares");

         WHEREAS,  MIHI has loaned up to One Million Five  Hundred  Thousand and
No/100  Dollars  ($1,500,000.00)  to WinTec  pursuant to that certain  Revolving
Promissory Note made by WinTec in favor of MIHI (the "Promissory Note");

         WHEREAS,  upon the full  repayment  of the  Promissory  Note,  MIHI has
granted  WinTec  the  right to  redeem  twelve  million  four  hundred  thousand
(12,400,000)  shares  of  common  stock  of  WinTec,  out  of  the  MIHI  Shares
(collectively, the "Redemption Shares");

         WHEREAS,  contemporaneously  with  the  redemption  by  WinTec  of  the
Redemption  Shares,  MIHI intends to grant to WinTec  options to purchase  three
million (3,000,000) shares of common stock of MIHI, $0.0001 par value per share,
at a strike price of Ten Cents ($0.10) per share (collectively,  the "Options");
and

         WHEREAS,  it is the intent and purpose of this Agreement to specify the
terms and conditions  under which (a) WinTec will redeem the  Redemption  Shares
from MIHI, and (b) MIHI will issue the Options to WinTec.

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


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                                    ARTICLE I
                                   DEFINITIONS

         1.1      Recitals.  The  defined  terms  set  forth  in the  recitals
are  incorporated  herein  by  this reference for all purposes.

         1.2      Additional  Definitions.  In addition to the terms defined
elsewhere in this Agreement,  as used herein,

                  (a) "Affiliate"  means, as to any specified Person,  any other
         Person that, directly or indirectly, through one or more intermediaries
         or otherwise,  controls,  is  controlled by or is under common  control
         with the specified Person. As used in this definition,  "control" means
         the possession, directly or indirectly, of the power to direct or cause
         the direction of management or policies of the Person (whether  through
         ownership of capital stock, by contract or otherwise).

                  (b) "Business Day" means any day of the year on which national
         banking  institutions  in  Houston,  Texas are open to the  public  for
         conducting business and are not required or authorized to close.

                  (c)      "Governmental  Entity" means any court or tribunal or
         administrative,  governmental  or regulatory body, agency or authority.

                  (d) "Law" or "Laws" means any domestic or foreign law,  order,
         writ,  injunction,  decree,  ordinance,  statute,  rule  or  regulation
         enacted, issued or entered by a Governmental Entity.

                  (e) "Legal  Proceeding" means any judicial,  administrative or
         arbitral actions, suits, mediation, investigation, inquiry, proceedings
         or claims (including counterclaims) by or before a Governmental Entity.

                  (f)  "Material  Adverse  Effect"  means,  with  respect to any
         Person, any change, circumstance or effect that, individually or in the
         aggregate  with  all  other  changes,  circumstances  and  effects,  is
         materially adverse to the assets,  properties,  financial  condition or
         results of operations of such Person,  taken as a whole, or the ability
         of such Person to  consummate  the  transactions  contemplated  by this
         Agreement;  provided,  however,  that  any  change  resulting  from (i)
         general  economic  conditions  or  industry  conditions  that  does not
         disproportionately  affect such Person,  (ii) the  announcement  of the
         transactions  contemplated by this Agreement and the performance of the
         obligations  of the parties under this  Agreement,  (iii) any change in
         Law,  or  (iv)  any  action  permitted  by  this  Agreement  shall  not
         constitute a Material Adverse Effect.


<PAGE>




                  (g) "Order" means any order, injunction,  judgment,  doctrine,
         decree, ruling, writ, assessment or arbitration award of a Governmental
         Entity or arbitral tribunal.

                  (h)      "Permit" means any approval,  authorization, consent,
         license, permit or certificate of a Governmental Entity.

                  (i)  "Person"  means  an  individual,   corporation,   limited
         liability  company,  partnership,  association,  trust,  unincorporated
         organization,   joint  venture,   or  a  governmental   entity  or  any
         department, agency or political subdivision thereof.

                  (j)  "Tax" or  "Taxes"  means  all  federal,  state,  local or
         foreign taxes, charges, fees, imposts,  duties, levies, gaming or other
         assessments,  including all net income, gross receipts, capital, sales,
         use, ad valorem, value added, transfer,  franchise, profits, inventory,
         capital  stock,  license,  withholding,   payroll,  employment,  social
         security, unemployment, excise, severance, stamp, occupation, property,
         and estimated taxes, customs duties,  fees,  assessments and charges of
         any kind  whatsoever,  together  with any interest  and any  penalties,
         fines,  additions to tax or  additional  amounts  imposed by any taxing
         authority (domestic or foreign),  and shall include any tax for which a
         party is liable under U.S. Treasury Regulation Section 1.1502-6 (or any
         comparable  rule or provision of any tax law), any liability in respect
         of taxes  imposed by contract,  tax sharing  agreement,  tax  indemnity
         agreement or any similar agreement.

                  (k)  "Tax  Returns"  means  any  report,   return,   document,
         declaration, or any other information or filing required to be supplied
         to any taxing  authority  or  jurisdiction  (domestic  or  foreign)  in
         respect of Taxes,  including,  information  returns,  any  document  in
         respect of or accompanying  payments or estimated  Taxes, or in respect
         of or accompanying  requests for the extension of time in which to file
         any such report, return document, declaration or other information.

                                   ARTICLE II
                    REDEMPTION OF SHARES; ISSUANCE OF OPTIONS

         2.1 Sale and  Redemption  of Shares and  Issuance of Options.  Upon the
terms and subject to the conditions  contained herein, on the Closing Date, MIHI
agrees to (a) sell the Redemption Shares to WinTec,  pursuant to a redemption by
WinTec,  free  and  clear  of any and all  liens,  security  interests,  claims,
mortgages,  assessments,  equitable interests, options, pledges, rights of first
refusal,  or other  encumbrances  or  restrictions  of any kind,  including  any
restrictions  on use,  voting,  transfer,  receipt of income or  exercise of any
other  attribute of  ownership,  and (b) issue to WinTec the Options to purchase
additional shares of the stock of MIHI; and WinTec agrees to purchase and redeem
the Redemption Shares from MIHIand accept and receive the Options from MIHI, all
for the consideration set forth in this Article II.


<PAGE>




         2.2 Purchase Price. On the Closing Date, WinTec shall pay the total sum
of One Million Five Hundred Thousand and No/100 Dollars  ($1,500,000.00) for the
benefit of MIHI,  for the  Redemption  Shares and the  issuance  of the  Options
acquired hereunder (the "Purchase Price"), which shall be paid to MIHI via cash,
certified check, wire transfer, or other immediately available funds.

                                   article iii
                                     CLOSING

         3.1 Closing Date.  The  consummation  of (a) the sale and redemption of
the Redemption  Shares,  and (b) grant and issuance of the Options,  as provided
for in Section 2.1 (the  "Closing")  shall take place on such date as determined
by WinTec,  upon the full repayment of the Promissory Note, provided that WinTec
has given  MIHI five (5)  business  days'  prior  written  notice  thereof  (the
"Closing Date").

         3.2 Closing  Date  Deliveries  of MIHI.  At Closing,  MIHI shall
deliver or cause to be delivered to WinTec:

                  (a) the  share  certificate  representing  all of the  MIHI
         Shares,  endorsed  in  blank or accompanied by duly executed assignment
         documents;

                  (b) a resignation  of one (1) of the  directors of WinTec
         appointed by MIHI from his or her position as director of WinTec, in
         the form attached as Exhibit A (the "Resignation");

                  (c) a duly executed  Consent  Action of the  shareholders  and
         directors  of WinTec,  approving  the  Resignation,  reducing the total
         number of directors of WinTec to six (6), authorizing the redemption of
         the Redemption Shares,  and the acceptance of the Options,  in the form
         attached as Exhibit B (the "Consent Action");

                  (d) a duly executed Stock Option Award,  evidencing  the grant
         of the Options to WinTec, in  the form attached as Exhibit C
         (the "Option Award");

                  (e) duly executed  resolutions of the directors of MIHI,
         authorizing  the redemption of the Redemption Shares and the issuance
         of the Options to WinTec; and

                  (f) such other documents as WinTec shall reasonably request.

         3.3      Closing Date Deliveries of WinTec. At Closing, WinTec shall
deliver or cause to be delivered to MIHI:

                  (a) payment of the Purchase Price;

                  (b) a  duly  issued  share  certificate  representing  the
         remainder  of  the  MIHI  Shares then-owned by MIHI, less the
         Redemption Shares;


<PAGE>

                  (c) a duly executed Option Award;

                  (d) a duly executed Consent Action; and

                  (e) such other documents as MIHI shall reasonably request.

                                   ARTICLE IV
                     REPRESENTATIONS AND WARRANTIES OF MIHI

         MIHI   represents   and   warrants   to  WinTec   that  the   following
representations  and  warranties  are true  and  correct  and  shall be true and
correct  as of the  Closing  (with the  understanding  that  WinTec  is  relying
materially  on each such  representation  in entering into and  performing  this
Agreement):

         4.1 Status of MIHI. 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.

         4.2  Authorization  of  Agreement.  MIHI has the  requisite  power  and
authority to enter into and perform this Agreement,  and to issue the Options to
WinTec. 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.

         4.3 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 sell the Options 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.


<PAGE>




         4.4 Consents and Approvals. No consent, waiver, approval, Order, Permit
or  authorization  of, or  declaration or filing with, or  notification  to, any
Governmental Entity or third party is required on the part of MIHI in connection
with the execution and delivery of this  Agreement,  the compliance by MIHI with
any  of  the  provisions   hereof,  or  the  consummation  of  the  transactions
contemplated hereby.

         4.5 Ownership and Transfer of Redemption Shares. MIHI is the record and
beneficial  owner  of the  Redemption  Shares,  free  and  clear  of any and all
liabilities,  liens, encumbrances,  pledges, trusts, equities, charges, options,
restrictions,  obligations, commitments, or other burdens or encumbrances of any
nature whatsoever.

         4.6 Litigation of MIHI. There is no Legal Proceeding pending or, to the
actual knowledge of MIHI,  threatened against MIHI or to which MIHI is otherwise
a party relating to the Redemption  Shares,  the Options,  this  Agreement,  the
Transaction  Documents  or the  transactions  contemplated  hereby or thereby or
could  otherwise   prevent  or  delay  the   consummation  of  the  transactions
contemplated by this Agreement.

         4.7      Status of Options.  The Options, upon issuance:

                  (a) have been, or will be, duly and validly authorized, and on
         the date of exercise of the  Options,  the  resulting  shares of common
         stock  of  MIHI  will  be duly  and  validly  issued,  fully  paid  and
         nonassessable and registered  pursuant to applicable Federal securities
         Laws  pursuant to an  effective  registration  statement or exempt from
         registration, and therefore free trading, unrestricted and unlegended;

                  (b) 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

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

         4.8 No Market Manipulation. MIHI has not taken, 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 of MIHI to
facilitate  the sale or resale of the  Options  or affect the price at which the
Options may be exercised, issued, or resold.

         4.9  Financial  Advisor.  No  financial  advisor,   broker,  finder  or
investment  banker  is  entitled  to  any  brokerage,  finder's,  other  fee  or
commission,   or  expense   reimbursement  from  MIHI  in  connection  with  the
transactions  contemplated by this  Agreement,  and if any such fee shall become
due, it shall be paid by MIHI at or before Closing,  and MIHI will indemnify and
hold WinTec harmless for any obligation for payment.


<PAGE>




         4.10 Full Disclosure.  The information and documentation made available
to WinTec in relation to its due diligence investigation of MIHI is complete and
correct in all respects, and there are no omissions of facts or information that
may have an adverse  bearing on the  evaluation  of the Options for  purchase by
WinTec.

                                    ARTICLE V
                    REPRESENTATIONS AND WARRANTIES OF WINTEC

         WinTec  warrants  to  MIHI  that  the  following   representations  and
warranties  are true and correct and shall be true and correct as of the Closing
(with  the  understanding   that  MIHI  is  relying   materially  on  each  such
representation in entering into and performing this Agreement):

         5.1  Status of  WinTec.  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.

         5.2  Authorization  of Agreement.  WinTec has the  requisite  power and
authority to enter into and perform  this  Agreement  and redeem the  Redemption
Stock from MIHI. 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.

         5.3 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 redeem the Redemption  Shares
or acquire the Options 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.

         5.4 Consents and Approvals. No consent, waiver, approval, Order, Permit
or  authorization  of,  or  declaration  or filing  with,  or  notification  to,
Governmental  Entity  or  third  party is  required  on the  part of  WinTec  in
connection with the execution and delivery of this Agreement,  the compliance by
WinTec  with  any  of  the  provisions   hereof,  or  the  consummation  of  the
transactions contemplated hereby.


<PAGE>

         5.5  Financial  Advisor.  No  financial  advisor,   broker,  finder  or
investment  banker  is  entitled  to  any  brokerage,  finder's,  other  fee  or
commission,  or  expense  reimbursement  from  WinTec  in  connection  with  the
transactions  contemplated by this  Agreement,  and if any such fee shall become
due,  it shall be paid by WinTec at or before  Closing,  and which  WinTec  will
indemnify and hold MIHI harmless from any obligation for payment.

                                   ARTICLE VI
                                OTHER AGREEMENTS


         6.1 Resignation and Reduction of Directors. Contemporaneously herewith,
one (1) of the directors of WinTec appointed by MIHI shall resign from the board
of  directors  of  WinTec,   pursuant  to  the  Resignation.   MIHI  agrees  and
acknowledges  that the total  number  of  directors  of WinTec  that it shall be
entitled to appoint  shall be reduced  from three (3) to two (2), and at Closing
shall execute the Consent Action evidencing such reduction.

                                   ARTICLE VII
                        CERTAIN COVENANTS OF THE PARTIES

         7.1 Conduct of Business Before Closing.  Except as contemplated by this
Agreement,  during the period from the date hereof to the Closing Date,  each of
MIHI and WinTec will 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 its  relationships  with  customers,
suppliers, and others having business dealings with such party, and preserve the
goodwill of such party through the Closing Date. Without limiting the generality
of the foregoing,  and except as otherwise expressly provided in this Agreement,
from the date  hereof and prior to the  Closing  Date,  neither  MIHI nor WinTec
shall, without the prior written consent of the other party:

                  (a)amend its organizational and governing corporate documents;

                  (b) split,  combine or reclassify any of its shares of capital
         stock, which would have the effect of (i) in the case of MIHI, diluting
         the Options,  or (ii) in the case of WinTec,  diluting  the  Redemption
         Shares;

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


<PAGE>




         7.2  Reasonable  Efforts.  Subject to the terms and  conditions of this
Agreement,  each party will use its  reasonable  efforts to take, or cause to be
taken, all actions and to do, or cause to be done, all things necessary,  proper
or advisable to consummate  the  transactions  contemplated  by this  Agreement,
including,  without  limitation,  obtaining at the earliest  practical  date all
consents, waivers, approvals,  Orders, Permits,  authorizations and declarations
from,  make all filings  with,  and  provide  all  notices to, all  Governmental
Entities and third  parties which are required to  consummate,  or in connection
with, the transactions contemplated by this Agreement.

         7.3 Public Announcements.  Prior to the Closing there shall be no press
releases or other public statements in respect of the transactions  contemplated
by this  Agreement,  and no party shall issue any such press release or make any
such public  statement  without the prior mutual written  consent of both WinTec
and MIHI, except as may be required by applicable Law.

                                  ARTICLE VIII
                              CONDITIONS TO CLOSING

         8.1 Conditions  Precedent to  Obligations of WinTec.  The obligation of
WinTec to consummate the transactions  contemplated by this Agreement is subject
to the  fulfillment,  on or prior to the Closing  Date, of each of the following
conditions  precedent  (any or all of which may be waived by WinTec in  WinTec's
sole discretion in whole or in part):

                  (a) the  representations  and  warranties of MIHI set forth in
         this Agreement shall be true and correct,  in each case, as of the date
         of this Agreement and as of the Closing as though made at and as of the
         Closing;

                  (b)  MIHI  shall  have   performed   and  complied   with  all
         obligations  and agreements  required in this Agreement to be performed
         or complied with by them on or prior to the Closing Date;

                  (c) there shall not have been or occurred  any event,  change,
         occurrence or circumstance that,  individually or in the aggregate with
         any such events,  changes,  occurrences  or  circumstances,  has had or
         would reasonably be expected to have a Material Adverse Effect on MIHI;

                  (d)  no  Legal  Proceedings  shall  have  been  instituted  or
         threatened, or claim or demand made, against MIHI or WinTec which could
         reasonably   be  expected  to  restrain  or  prohibit,   or  to  obtain
         substantial   damages  with  respect  to,  the   consummation   of  the
         transactions  contemplated hereby, and there shall not be in effect any
         Order by a Governmental Entity of competent  jurisdiction  restraining,
         enjoining or otherwise prohibiting the consummation of the transactions
         contemplated hereby;


<PAGE>




                  (e) MIHI and WinTec  shall have  obtained  all other  material
         consents,  approvals,  orders and  authorizations of, and registrations
         with,  and made all other  material  declarations  or filings with, any
         Governmental  Entity  required  to be  obtained  or  made  by  them  in
         connection  with the  execution  and delivery of this  Agreement or the
         consummation of the transactions contemplated hereby;

                  (f) WinTec shall have received the items listed in Section
         3.2; and

                  (g) MIHI shall not be in material  breach of (i) that  certain
         License Agreement (the "License  Agreement") or (ii) that certain Right
         of First Refusal Agreement (the "ROFR Agreement"), both entered into by
         and between MIHI and WinTec contemporaneously herewith.

         8.2 Conditions  Precedent to  Obligations  of MIHI. The  obligations of
MIHI to consummate the  transactions  contemplated by this Agreement are subject
to the  fulfillment,  on or prior to the Closing  Date, of each of the following
conditions  precedent  (any or all of which may be waived by MIHI in whole or in
part):

                  (a) the  representations and warranties of WinTec set forth in
         this Agreement shall be true and correct,  in each case, as of the date
         of this Agreement and as of the Closing as though made at and as of the
         Closing;

                  (b)  WinTec  shall  have   performed  and  complied  with  all
         obligations  and agreements  required by this Agreement to be performed
         or complied with by it on or prior to the Closing  Date,  including but
         not limited to the full repayment of the Promissory Note;

                  (c)  no  Legal  Proceedings  shall  have  been  instituted  or
         threatened  or claim or demand made  against MIHI or WinTec which could
         reasonably   be  expected  to  restrain  or  prohibit,   or  to  obtain
         substantial   damages  with  respect  to,  the   consummation   of  the
         transactions  contemplated hereby, and there shall not be in effect any
         Order by a Governmental Entity of competent  jurisdiction  restraining,
         enjoining or otherwise prohibiting the consummation of the transactions
         contemplated hereby;

                  (d) MIHI and WinTec  shall have  obtained  all other  material
         consents,  approvals,  orders or  authorizations  of, and registrations
         with,  and all  other  material  declarations  and  filings  with,  any
         Governmental  Entity  required  to be  obtained  or  made  by  them  in
         connection  with the  execution  and delivery of this  Agreement or the
         consummation of the transactions contemplated hereby;

                  (e) MIHI shall have received the items listed in Section 3.3;
         and

                  (g) WinTec shall not be in material breach of the License or
         the ROFR Agreement.


<PAGE>





                                   ARTICLE IX
                                   TAX MATTERS

         9.1 Cooperation on Tax Matters.  WinTec and MIHI shall cooperate fully,
as and to the extent reasonably  requested by the other party in connection with
the filing of Tax Returns related to the  transactions  contemplated  hereby and
any audit,  litigation or other proceeding with respect to Taxes relating to the
Redemption Shares or the Options.

         9.2 Payment of Certain Taxes. All transfer,  documentary,  sales,  use,
stamp,  registration  and other such Taxes and fees (including any penalties and
interest)  incurred in connection  with the purchase and sale of the  Redemption
Shares and the Options pursuant to this Agreement  (including any state or local
gains Tax,  state or local  transfer  Tax and any  similar  Tax imposed in other
states or  subdivisions),  shall be paid by MIHI when due, and MIHI will, at its
own expense, file all necessary Tax Returns and other documentation with respect
to all such transfer,  documentary,  sales,  use, stamp,  registration and other
Taxes and fees;  and,  if required by  applicable  law,  WinTec will join in the
execution of any such Tax Returns and other documentation.

                                    ARTICLE X
                                   TERMINATION

         10.1 Termination of Agreement. This Agreement may be terminated prior
to the Closing as follows:

                  (a) by either  of MIHI,  on the one hand,  or  WinTec,  on the
         other hand,  if there has been a material  misrepresentation,  material
         breach of warranty  or  material  breach of covenant on the part of the
         other in the  representations,  warranties  and  covenants set forth in
         this Agreement;  provided,  however,  that termination by MIHI requires
         the written consent of both Medina and Mankal; or

                  (b) by mutual written consent of MIHI, WinTec, Medina, and
         Mankal.

         10.2 Effect of Termination. In the event that this Agreement is validly
terminated  as provided  herein,  then each of the parties  shall be relieved of
their duties and obligations  arising under this Agreement,  provided,  however,
that nothing in this Section 10.2 shall  relieve  either party of any  liability
for a breach of this Agreement prior to the effective date of termination.

                                   ARTICLE XI
                          RELEASES AND INDEMNIFICATIONS

         11.1 Survival of Representations  and Warranties.  The  representations
and  warranties  of the parties  contained in this  Agreement  shall survive the
Closing  until the later of (i) the date which is three (3) years  following the
Closing Date, and (ii) the final resolution of any outstanding  claims made with
respect to such  representations and warranties prior to the date which is three
(3) years following the Closing Date.


<PAGE>

         11.2 Indemnification by MIHI. Subject to the provisions of this Article
XI, 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 prior to the expiration of the applicable  survival period under Section
11.1 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 after the Closing Date that affected any such Taxes.

         11.3  Indemnification  by  WinTec.  Subject to the  provisions  of this
Article  XI,   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 prior to
the expiration of the applicable  survival period under Section 11.1 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.

         11.4  Material.  For purposes of this Article XI,  "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).

         11.5  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 XII
                                  MISCELLANEOUS

         12.1     Entire Agreement; Assignment.

                  (a)  This  Agreement,  together  with all  written  agreements
         referenced herein, constitutes the entire agreement between the parties
         hereto in respect of the subject matter hereof and supersedes all other
         prior agreements and understandings, both written and oral, between the
         parties in respect of the subject matter hereof.


<PAGE>




                  (b) This Agreement will be binding upon,  inure to the benefit
         of and be enforceable by the parties and their  respective  successors,
         heirs,  executors and permitted assigns.  Except as expressly set forth
         herein,  nothing in this  Agreement is intended to or shall confer upon
         any other  Person  any  rights,  benefits  or  remedies  of any  nature
         whatsoever under or by reason of this Agreement.

                  (c)  No  assignment  of  this   Agreement  or  any  rights  or
         obligations  hereunder  may be  made by any  party  without  the  prior
         written   consent  of  the  other  parties  hereto  and  any  attempted
         assignment without the required consents shall be void, provided,  that
         a party may by written notice assign its rights under this Agreement to
         an Affiliate without the prior consent of the other parties,  but in no
         event shall such assignment  release or limit such assigning party from
         any of its obligations  under this Agreement,  including such assigning
         party's obligations under this Section 12.1.

         12.2 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


<PAGE>




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

         12.3  Governing  Law. This  Agreement  shall be governed by and
construed in accordance  with the Laws of the State of Texas, without regard to
the conflict of Laws principles thereof.

         12.4  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.

         12.5  Severability.  The provisions of this  Agreement  shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or  enforceability  of the other provisions  hereof.  If any
provision of this  Agreement,  or the  application  thereof to any Person or any
circumstance,  is invalid or  unenforceable:  (i) the parties shall negotiate in
good  faith  to  create  a  suitable  and  equitable  provision  that  shall  be
substituted  therefor  in  order  to  carry  out,  so far as  may be  valid  and
enforceable,  the intent and purpose of such invalid or unenforceable provision,
provided  that in the event the parties  are unable to mutually  agree on such a
provision,  a competent court of jurisdiction  may create such a provision;  and
(ii) the remainder of this  Agreement and the  application  of such provision to
other  Persons or  circumstances  shall not be  affected by such  invalidity  or
unenforceability,  nor shall  such  invalidity  or  unenforceability  affect the
validity or enforceability of such provision, or the application thereof, in any
other jurisdiction.

         12.6  Counterparts.  This  Agreement  may be  executed  in two or  more
counterparts,  all of which shall be considered  one and the same  agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.

         12.7 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.

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

         12.9  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.

                [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.

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

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



<PAGE>



                                    EXHIBIT A

                               Form of Resignation



         I,  _________________________,  do hereby  tender my  resignation  as a
Director  of  WINTEC  PROTECTIVE   SYSTEMS,   INC.,  a  Texas  corporation  (the
"Corporation").  This  resignation  shall  be  effective  as of  the  date  this
resignation is accepted by the Corporation.
         EXECUTED as of the ___ day of __________, 20___.


                                     Name: ______________________________




<PAGE>




                                    EXHIBIT B

                             Form of Consent Action



         Pursuant to the  provisions of the Texas Business  Organizations  Code,
the  undersigned,  being  all  of  the  shareholders  and  Directors  of  WINTEC
PROTECTIVE  SYSTEMS,  INC.,  a Texas  corporation  (the  "Corporation"),  hereby
consent to,  ratify and approve the  following  resolutions,  and the same shall
have the same force and effect as if adopted at a formal meeting duly called and
held for the purpose of acting upon a proposal to adopt such resolutions:

                  Resolutions Approving Redemption and Purchase

                  RESOLVED, that the conditions precedent for the closing of the
         Stock  Redemption and Purchase  Agreement (the "Redemption and Purchase
         Agreement")  by and between the  Corporation  and Medina  International
         Holdings,  Inc., a California corporation ("MIHI"), have been satisfied
         or waived by the Corporation and/or MIHI;

                  RESOLVED,   that  pursuant  to  the  Redemption  and  Purchase
         Agreement,  the  Corporation  shall redeem and liquidate the Redemption
         Shares  (as  such  term  is  defined  in the  Redemption  and  Purchase
         Agreement)  and receive  from MIHI the Options (as such term is defined
         in the Redemption and Purchase  Agreement),  as more  particularly  set
         forth in the Redemption and Purchase  Agreement  (the  "Redemption  and
         Purchase Transaction");

                  RESOLVED,   that  the  Directors  have   determined  that  the
         Corporation will not be insolvent after giving effect to the Redemption
         and Purchase Transaction, and the liquidation, redemption, and purchase
         will not exceed the surplus of the Corporation;

                  RESOLVED,  that the material facts as to the  relationship and
         interest of MIHI in the sale of the Options,  and the material facts as
         to  the  Redemption  and  Purchase   Transaction,   are  known  to  the
         shareholders  and the  Board of  Directors,  and such  purchase  of the
         Options and the Redemption and Purchase  Transaction and the Redemption
         and Purchase Agreement is fair to the Corporation;


<PAGE>




                  RESOLVED,  that the  closing of the  Redemption  and  Purchase
         Agreement be and hereby is approved, authorized, ratified and confirmed
         on behalf  of the  Corporation,  and the  appropriate  officers  of the
         Corporation  are hereby  authorized and directed to execute and deliver
         such  documents and  instruments on behalf of the  Corporation,  and to
         take all  necessary  actions to implement the  Redemption  and Purchase
         Transaction;

                  RESOLVED,  that by their signatures  hereto,  the shareholders
         and Directors of the Corporation hereby authorize (a) the redemption of
         the  Redemption  Shares  and (b) the  receipt  of the  Options,  all as
         contemplated by the Redemption and Purchase Agreement,  and the payment
         the consideration pursuant to such Redemption and Purchase Agreement;

                  RESOLVED,   that  the  Redemption   Shares   redeemed  by  the
         Corporation be retained by the  Corporation  and the Redemption  Shares
         not be  issued  to the  remaining  shareholders,  or new  shareholders,
         without adequate consideration;

                  RESOLVED,  that the  stock  certificate(s)  issued  to MIHI be
         canceled, and a new stock certificate be issued to MIHI, evidencing its
         remaining ownership of eight million (8,000,000) shares of common stock
         of the Corporation;

                  RESOLVED,  that the President and Secretary of the Corporation
         be and hereby  are  authorized,  empowered  and  directed  to issue and
         deliver a certificate  representing  such stock to MIHI,  and that such
         shares  when  so  issued  and   delivered   shall  be  fully  paid  and
         non-assessable shares;

                  Resolutions Reducing the Number of Directors

                  RESOLVED,  that the  resignation  of  ____________________  as
         Director  of  the  Corporation,  effective  as of  the  date  of  these
         resolutions, is hereby acknowledged and accepted;

                  RESOLVED, that the number of Directors constituting the entire
         Board of Directors of the Corporation  shall decrease from seven (7) to
         six (6) pursuant to Section 3.2 of the Bylaws of the Corporation;

                  RESOLVED,  that the President and Secretary of the Corporation
         be and hereby  are  authorized,  empowered  and  directed  to issue and
         deliver certificates  representing such stock to Medina and Mankal, and
         that such shares when so issued and  delivered  shall be fully paid and
         non-assessable shares; and


<PAGE>




                  RESOLVED,  that the proper  officers of the Corporation be and
         they hereby are authorized and directed to execute,  in the name and on
         behalf of the  Corporation  and under its corporate  seal or otherwise,
         certificates,  applications or other  instruments and to take from time
         to time any and all such  actions  necessary  or desirable to carry out
         the purpose of the foregoing resolutions.

         EXECUTED to be effective as of ____________________, 20___.

DIRECTORS:


------------------------------------            --------------------------------
IRA HELD                                        ROBERT DOHERTY


------------------------------------            --------------------------------
TREY LENTZ                                      Name: __________________________


------------------------------------            --------------------------------
HUNTER PEYTON                                   Name: __________________________



SHAREHOLDERS:

MEDINA INTERNATIONAL                    PLH HOLDINGS, LLC, a Texas limited
HOLDINGS, INC., a California            liability company
corporation

                                        By: ________________________________
By: _________________________                    Ira Held, President
    Daniel Medina, President



<PAGE>








                                    EXHIBIT C

                      Form of Stock Option Award Agreement