LICENSE AGREEMENT

         This  Agreement  is  entered  into  by  and  between  Albert  Mardikian
("Licensor")  and  Medina  International  Holdings,  Inc.  and its  subsidiaries
("Licensee")  this 23rd day of February  2005,  with  reference to the following
facts:

     A.  Licensor  is the owner of the Design 22 ft Vortex  boat  United  States
Patent Exhibit A, attached hereto,  and  incorporated  herein by this reference,
for a special boat design.

     B.  Licensee  wishes to license such design on an  exclusive  basis for the
manufacture  and sale of the boats  ("MODENA  SPORT VORTEX) world wide, and on a
non-exclusive basis for other watercrafts or boats.

     C.  Licensor  wishes to license to Licensee the right to use the Design for
the use set forth in paragraph B, immediately above.

NOW THEREFORE, the parties hereto agree as follows:

1.   Grant of License. Licensor grants to Licensee an exclusive right to use and
     enjoy the  benefits  of the Design in  manufacturing  Modena  Sport  Vortex
     Boats, and a non-exclusive right for other boats which will be specified in
     exhibit A.

2.   Term and Payment, Minimum Amounts.

         2.1. Term and Payment,  Licensee agrees to pay as a royalty for the use
and enjoyment of the Design, an amount equal to 2% of the GROSS sale, less sales
returns,  for a period of Five (5) calendar  years  commencing on the date first
above  mentioned.  Royalties shall be determined on a quarterly  basis,  for the
periods  ending each July 31,  October 31, January 31 and April 30 of every year
and  shall  be paid  on the  fifteenth  of the  month  following  the end of the
determination  period,  except that upon the  expiration  of this  Agreement the
determination  period shall end and Licensee shall  determine the royalty amount
and pay  such  amount  fifteen  (15)  days  after  the  expiration  date of this
Agreement.




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            2.2      Minimum Amounts.

     2.2.1 Minimum Amount.  Notwithstanding paragraph 2.1, above, Licensor shall
pay a minimum of two hundred dollars ($200.00) a calendar quarter, pro-rated for
any period less than a calendar quarter,  and in the same manner as provided for
in  paragraph  2.1,  above.  This  minimum  payment is not in  addition  to that
provided for in paragraph 2.1, but a minimum payment that is provided for in the
event that a payment  under  paragraph  2.1 would be less than the  minimum  set
forth in this paragraph 2.2.2. Minimum amount will be renegotiated after January
31, 2006 but no later than February 10, 2006,  otherwise  the license  agreement
will be automatically terminated.


3.   Certain Restrictions.  The license granted herein is subject to and limited
     by the following restrictions:

     3.1 Restrictive Terms. Licensee may use and enjoy the Design only under the
terms of this Agreement,  however, Licensor may not offer or impose any terms on
the use of the Design  that alter or restrict  the terms of this  License or the
Licensee's exercise of the rights granted, hereunder;

     3.2 Sub-License. Licensee may not sub-license the Design.


4.   Representation and Warranties. Licensor represents and warrants as follows:

     4.1 Rights.  Licensor  has secured  all rights in the Design  necessary  to
grant the license rights here to Licensee and permit the lawful  exercise of the
rights granted hereunder, to Licensee;

     4.2  Infringements.  The use of the  Licensor's  Design do not infringe the
copyright,  trademark, publicity rights, common law rights or any other right of
any third party or constitute defamation,  invasion of privacy or other tortuous
injury to any third party.

     4.3 Sole  Property.  The Design is the sole property of the Licensor and no
lien,  mortgage,  security  interest  or other  encumbrance  against  the Design
exists.

     4.4  Assignment.  No share,  interest,  assignment,  or other  right to the
Patent has been transferred, assigned or granted to any other party.


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     4.5 Good  Title.  Licensor  will at all times have good title to the Design
and will at all times keep the Design free and clear of all liens,  encumbrances
security  interests  and rights  and claims of others  except for the rights and
claims arising under this Agreement.

     4.6  Without  Warranties.  Except as  expressly  stated in this  license or
otherwise  agreed in  writing,  or  required by  applicable  law,  the Design is
licensed on an "as is" basis,  without warranties of any kind, either express or
implied including,  without limitation,  any warranties regarding the use of the
Design to produce profit.

5.   Events of Default. Any one of the following occurrences shall constitute an
     event of default under this Agreement:

     5.1.1 Failure to make Payment.  The failure of Licensee to make any royalty
payment by its due date thereof;


     5.1.2 Bankruptcy.  The filing of a voluntary or involuntary  petition under
any provision of a state or federal bankruptcy law by either party hereto.

     5.1.3  Other  Default.  The  occurrence  of any other  default  under  this
Agreement.

         If an event of default occurs under paragraph  5.1.1,  above,  Licensor
may,  in its sole  discretion  (i)  declare  all  accrued  but unpaid  royalties
immediately  due and  payable,  without  notice,  unless  otherwise  required by
applicable statute; (ii) declare this agreement canceled and of no further force
and  effect and  Licensor  shall  have and may  exercise  any and all rights and
remedies  available at law or in equity. In the event of any other default under
this  Agreement the  non-defaulting  party shall deliver  written notice of such
default to the defaulting party and the defaulting party shall have fifteen (15)
days after  receipt of such  written  notice of default to cure the same.  After
such fifteen (15) day period,  provided the  defaulting  party has not cured the
default(s),  the  non-defaulting  party shall have and may  exercise any and all
rights and remedies available at law or in equity.

6.   Option to Renew.  Licensor  hereby grants  Licensee an option to renew this
     Agreement to be effective at the  expiration of the term, or any subsequent
     term of this Agreement, for an additional Five (5) year period. In order to
     exercise this option (i) Licensee must provide Licensor with written notice
     of its election to exercise the renewal option  hereunder  ninety (90) days
     prior to the  expiration  of the term of this  Agreement  and (ii) Licensee
     must not be in default under this Agreement.


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7.   Attorneys'  Fees and Costs.  If any action at law or in equity is necessary
     to enforce or interpret the terms of this Agreement,  the prevailing  party
     shall be  entitled  to  reasonable  attorney's  fees,  costs and  necessary
     disbursements  in addition  to any other  relief to which that party may be
     entitled.

8.   Entire  Agreement.  This Agreement  supercedes any and all other agreements
     oral or in writing,  between the parties hereto with respect to the matters
     set forth herein,  and contains all of the covenants and agreements between
     the parties with respect to the Design.  This Agreement applies only to the
     Design as set forth herein and to no other Patents or design  rights.  Each
     party to this agreement  acknowledges that no representation,  inducements,
     promises or agreements,  orally or otherwise,  have been made by any party,
     or anyone acting on behalf of any party, which are not embodied herein, and
     that no  other  agreement,  statement  or  promise  not  contained  in this
     agreement  shall be valid or binding on either party.  Any  modification of
     this  Agreement  shall be effective  only if it is in writing and signed by
     the parties hereto.

9.   Successors and Assigns.  This Agreement  shall be binding upon and inure to
     the benefit of the parties and their successors and assigns.

10.  Headings. The headings herein are for convenience only, do not constitute a
     part of this  Agreement  and shall not be deemed to limit or affect  any of
     the provisions hereof

11.  Amendment,  Waiver. No provision of this Agreement may be waived or amended
     except in a written instrument signed, in the case of an amendment,  by the
     Licensor and the Licensee or, in the case of a waiver, by the party against
     whom  enforcement  of any such  waiver is sought.  No waiver of any default
     with respect to any  provision,  condition or requirement of this Agreement
     shall be deemed to be a continuing  waiver in the future or a waiver of any
     other provision,  condition or requirement  hereof,  nor shall any delay or
     omission of either  party to  exercise  any right  hereunder  in any manner
     impair the exercise of any such right accruing to it thereafter.

12.  Notices. Any notice, demand, request,  consent or other communication which
     either party  desires or is required to give to any other party shall be in
     writing and shall be deemed to have been given when either:  (a)  delivered
     in person or by facsimile  transfer,  or (b) sent by  overnight  courier or
     first-class registered or certified mail, postage pre-paid,  return receipt
     requested,  addressed to such party at the address set forth above.  Either
     party may  designate  another  address for itself at any time upon  written
     notice to the other party


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13.  Interpretation.  Each party hereto has been  represented  by counsel of its
     choice,  and this  Agreement is not to be interpreted as if it was prepared
     by either party.

14.  Authority.  Each  party  signing  on  behalf  of a party to this  Agreement
     represents  and  warrants  that he has all  authority to bind that party to
     this Agreement.

15.  Provision  Unenforceable.  If any  provision  of this License is invalid or
     unenforceable  under  applicable  law, it shall not affect the  validity or
     enforceability  of the remainder of the terms of this License,  and without
     further action by the parties to this  agreement,  such provision  shall be
     reformed to the minimum extent  necessary to make such provision  valid and
     enforceable.

16.  Governing  Law.  This  Agreement  shall be governed  by, and  construed  in
     accordance with, the law of the State of California.


         IN WITNESS WHEREOF,  the parties have executed this Agreement effective
on the date first set forth above.

"Licensor"                                  "Licensee"
/s/Albert Mardikian                         /s/Madhava Rao Mankal
----------------------------                ----------------------------
Albert Mardikian                                     Madhava Rao Mankal