REVOLVING PROMISSORY NOTE


$1,500,000.00                   Houston, Texas                     June 28, 2011


         The undersigned,  WINTEC PROTECTIVE SYSTEMS, INC., a Texas corporation,
whose address for the purposes of this Note is 14027 Memorial Drive,  Suite 241,
Houston,  Texas 77079-6826  (hereinafter  called  "Maker"),  for value received,
without grace, in the manner, on the dates and in the amounts herein stipulated,
promises to pay MEDINA INTERNATIONAL  HOLDINGS,  INC., a California corporation,
or any subsequent holder or holders of this Note  (hereinafter  called "Payee"),
at 1802 Pomona Rd.,  Corona,  CA 92880,  or at such other place as the holder of
this Note may hereafter designate,  the sum of One Million Five Hundred Thousand
and  No/100  Dollars  ($1,500,000.00),  or so much  thereof  as may be  advanced
hereunder, in lawful money of the United States of America, at the interest rate
herein specified.

         The unpaid principal  balance from time to time  outstanding  hereunder
shall bear interest from and after the date hereof until maturity at one percent
(1.00%)  per annum.  Interest  on this Note shall be  computed on the basis of a
365-day  (or  366-day,  as the case may be) year for the  actual  number of days
elapsed.

         Payments  on the  principal  balance of this Note and any  accrued  but
unpaid  interest may be made by Maker at such times and in such amounts as Maker
may determine, in its sole discretion. Notwithstanding the foregoing, the unpaid
principal  balance of this Note,  and all accrued but unpaid  interest  thereon,
shall be due and payable in full on the four (4) year anniversary of this Note.

         All past due  principal  and interest on this Note shall bear  interest
from the maturity  date thereof  until the date of payment at the Maximum  Rate.
The term "Maximum Rate" shall mean the rate of ten percent (10.00%) per annum.

         It is  expressly  agreed that this Note  evidences a revolving  line of
credit,  the maximum  principal  amount of which line of credit shall not exceed
One  Million  Five  Hundred   Thousand  and  No/100   Dollars   ($1,500,000.00).
Accordingly,  at all times, the total of all advancements of principal  recorded
on Schedule A attached hereto,  less all payments of principal  recorded on such
schedule, shall not exceed such amount. It is contemplated that the principal of
this Note may be advanced to Maker in a series of  advancements  to be made from
time to time in the sole and absolute  discretion  of the Maker.  The amounts of
the  advances and  payments  recorded by Payee on the reverse  hereof or on such
schedule  shall be binding upon Maker as to the amount owed by Maker.  This Note
may be paid in full from time to time,  but  shall  nevertheless  remain in full
force and effect to evidence  any  advances  made under such  revolving  line of
credit after any such payment in full.


<PAGE>





         In the event that the unpaid  principal  amount hereof at any time, for
any reason,  exceeds the maximum amount hereinabove  specified,  Maker covenants
and agrees to pay the excess principal amount forthwith upon demand; such excess
principal  amount shall in all respects be deemed to be included among the loans
or  advances  made  pursuant  to the other  terms of this  Note and  shall  bear
interest at the rates hereinabove stated.

         Maker  reserves the right of prepaying  the  principal of this Note, in
full or in part,  at any time without the payment of any  prepayment  premium or
fee. Interest accrued but unpaid with respect to any amount prepaid shall be due
and payable on the date of such  prepayment.  Payee or any other  holder  hereof
may, at its  option,  apply any  regularly  scheduled  payments  or  prepayments
received by it  hereunder to the payment of accrued but unpaid  interest  and/or
principal, in any order, manner or proportion which it deems appropriate.

         It is  expressly  agreed  and  understood  that time is of the  essence
concerning this Note, and that:

                  (i) if default  shall be made in any payment of  principal  or
         interest  on this Note or on any other note or notes  executed by Maker
         and held by the holder hereof (whether  payable  directly to the holder
         hereof or  acquired by the holder  hereof from any third  party) as the
         same shall become due and payable;

                  (ii) if there is a  default  in any of the  terms,  covenants,
         agreements,  conditions  or  provisions  set  forth  in any  agreement,
         instrument  or  document  given to  secure  this  Note or  executed  in
         connection with this Note;

                  (iii) should either Maker or any acceptor,  endorser,  surety,
         guarantor,  accommodation  party  or  other  person  now  or  hereafter
         primarily or  secondarily  liable upon or for the payment of all or any
         part of this Note (each such person being hereinafter referred to as an
         "other liable party")  become  insolvent or commit an act of bankruptcy
         or make an  assignment  for the benefit of creditors  or authorize  the
         filing of a voluntary  petition in bankruptcy,  or should a receiver of
         any of the property of Maker or any other liable party be appointed;

                  (iv)  should  involuntary  bankruptcy  proceedings be filed or
         threatened against Maker or any other liable party;

                  (v)   if a writ or order of  attachment  or  garnishment shall
         be issued or made against any property of the Maker or any other liable
         party; or


<PAGE>




                  (vi) if Maker or any  other  liable  party  (if not a  natural
         person)  shall  be  dissolved,   wound  up,   liquidated  or  otherwise
         terminated,  or becomes a party to any merger or consolidation  without
         the  written  consent  of the holder  hereof,  or if Maker or any other
         liable  party  shall  sell all or  substantially  all of its  assets or
         equity without the written consent of the holder hereof;

then in any such event the holder hereof,  after  providing Maker written notice
of such default and five (5) business  days to cure or remedy such  default,  at
its option, may declare the entirety of this Note and/or any other note or notes
executed by Maker and held by the holder hereof (whether payable directly to the
holder hereof or acquired by the holder  hereof from any third party),  together
with all accrued but unpaid interest hereon and/or thereon,  immediately due and
payable,  without any future notice,  protest,  demand,  presentment,  notice of
intent  to  accelerate  or  notice  of  acceleration,  all of which  are  hereby
expressly and  specifically  waived by Maker and all other liable  parties,  and
failure to exercise said option shall not constitute a waiver on the part of the
holder  hereof of the right to exercise  said option at any other time.  In such
event, the holder of this Note may, in addition to any other remedies  available
to it: (i) foreclose all liens securing payment hereof;  (ii) pursue any and all
other  rights,  remedies  and  recourses  available  to it; or (iii)  pursue any
combination of the foregoing.

         If this Note is not paid at  maturity,  however  such  maturity  may be
brought  about,  and  said  Note is  placed  in the  hands  of an  attorney  for
collection  or if collection  by suit or through the probate  court,  bankruptcy
court, or by any other legal or judicial  proceeding is sought,  Maker agrees to
pay all expenses incurred,  including  reasonable  attorneys' fees, all of which
shall become a part of the principal hereof.

         Maker  and  each  and  all  other   liable   parties,   expressly   and
specifically,  (i) severally  waive grace,  presentment  and demand for payment,
notice of intent to accelerate and notice of  acceleration,  notice of dishonor,
protest and notice of protest,  and notice of nonpayment,  and any and all other
notices,  the filing of suit and diligence in collecting  this Note,  except for
any notice and cure  opportunities  provided in this Note,  (ii) severally agree
that the holder hereof shall not be required  first to institute suit or exhaust
its remedies  hereon  against Maker or other parties liable hereon or to enforce
its rights against them in order to enforce payment of this Note by any of them,
and (iii) severally agree to any extension or postponement of time of payment of
this Note and to any other indulgence with respect hereto without notice thereof
to any of them.

         The invalidity, or unenforceability in particular circumstances, of any
provision  of  this  Note  shall  not  extend  beyond  such  provision  or  such
circumstances and no other provision of this Note shall be affected thereby.


<PAGE>




         It is  the  intention  of  Maker  and  Payee  to  conform  strictly  to
applicable  usury  laws.  Accordingly,  notwithstanding  any  provision  to  the
contrary in this Note,  the  aggregate of all interest and any other  charges or
consideration  constituting  interest under  applicable usury law that is taken,
reserved,  contracted for,  charged or received under this Note, or otherwise in
connection with this loan transaction,  shall under no circumstances  exceed the
maximum  amount of  interest  allowed by the usury law  applicable  to this loan
transaction.  If any excess interest charge or  consideration in such respect is
taken, reserved,  contracted for, charged, received or provided for, or shall be
adjudicated  to be so taken,  reserved,  contracted  for,  charged,  received or
provided for in this,  whether by the terms of this Note or because the maturity
of the indebtedness  evidenced by this Note is accelerated for any reason, or in
the event of any  required or permitted  prepayment,  then in any such event (a)
the provisions of this paragraph shall govern and control, (b) neither Maker nor
Maker's heirs, executors, administrators,  legal representatives,  successors or
assigns or any other  liable  party shall be obligated to pay the amount of such
interest to the extent that it is in excess of the Maximum Rate,  (c) any excess
shall be deemed a mistake and cancelled  automatically and, if theretofore paid,
shall be credited on this Note by the holder  hereof (or if this Note shall have
been paid in full,  refunded  to Maker) and (d) the  effective  rate of interest
shall be  automatically  subject to reduction to the Maximum Rate allowed as the
usury  law  may  now  or  hereafter  be  construed  by  courts  of   appropriate
jurisdiction.  Without  limiting the foregoing,  all calculations of the rate of
interest  taken,  reserved,  contracted for,  charged,  received or provided for
under  this Note  which are made for the  purpose  of  determining  whether  the
interest rate exceeds the Maximum Rate shall be made,  to the extent  allowed by
law, by  amortizing,  prorating,  allocating and spreading in equal parts during
the period of the full stated term of the loan evidenced hereby, all interest at
any time taken,  reserved,  contracted  for,  charged,  received or provided for
under this Note.

         This Note  represents  monies  advanced  or to be advanced by Payee and
paid to Maker at its special instance and request.

         All payments or  prepayments  made under this Note shall be made to the
holder  hereof no later than 12:00  p.m.,  Central  Standard  Time,  in same day
funds.  Any  payment  received  by the  holder  hereof  after such time shall be
considered for all purposes  (including  the  calculation of interest) as having
been made on the next  succeeding  day that the holder is open for business.  If
any payment or required  prepayment of principal or interest shall become due on
a day that is not a day on which the holder  hereof is open for  business,  such
payment shall be due on the next  succeeding  day that the holder hereof is open
for business and such extension of time shall be included in computing  interest
due  with  respect  to such  payment.  A check,  draft,  money  order,  or other
instrument  given in payment for any payment or prepayment made hereunder may be
accepted  by the holder  hereof and  handled  for  collection  in the  customary
manner,  but the same shall not  constitute  payment  hereunder  or diminish any
rights of such holder  except to the extent  that  actual cash  proceeds of such
instrument are unconditionally and irrevocably received by the holder.


<PAGE>




         This Note has been  executed and delivered in Houston,  Harris  County,
Texas and Maker and each other  liable party  irrevocably  agrees that any legal
proceedings  concerning or arising in connection with the indebtedness evidenced
by this Note shall be brought in the district courts of Harris County,  Texas or
the United States  District  Court for the Southern  District of Texas,  Houston
Division, and each of them jointly and severally waive the right to sue or to be
sued elsewhere.  This Note shall be governed by and construed in accordance with
the laws of the State of Texas (except for Texas Finance  Code,  Ch. 346,  which
regulates  certain  revolving  credit  loan  accounts  and  revolving  tri-party
accounts)  and the  applicable  laws of the  United  States of  America.  Unless
changed in  accordance  with law,  the  applicable  Maximum Rate under Texas law
shall be the  indicated  (weekly)  rate  ceiling  from time to time in effect as
provided in Texas Finance Code ss.303.003, as amended.

         Maker  represents  and warrants to Payee and all other  holders of this
Note  that all  loans  evidenced  by this  Note  are and  will be for  business,
commercial,  investment or other similar purpose and not primarily for personal,
family,  household or agricultural use, as such terms are used in Chapter One of
the Texas Credit Code.

                                 MAKER:

                                 WINTEC PROTECTIVE SYSTEMS, INC.,
                                 a Texas corporation


                                 By: ________________________________
                                        Robert Doherty
                                        Chief Executive Officer




<PAGE>





                                   SCHEDULE A

                 ADVANCES AND PAYMENTS OF PRINCIPAL AND INTEREST


<TABLE>
<CAPTION>
<S>                   <C>                <C>                 <C>                <C>                 <C>
                                                                                 Unpaid Principal
                                                                                 Balance of Loan
                      Amount of Advance  Principal Paid or       Amount of                            Notation Made
        Date                                  Prepaid          Interest paid                               By
--------------------- ------------------ ------------------- ------------------ ------------------- ------------------


</TABLE>