Agreement of Cooperation
           Purchase/Supply of "Vortex" Boats and Mutual Understanding

     The U.S. Medina Holdings Inc. (MIH) and Changfeng Enterprise Co. of Dalian,
China,  in reference of the production,  purchase/  supply of the "Vortex" motor
boats,  on  August  12-13,2005  have  held  bilateral  and  mutually  beneficial
meetings. We the undersigned, have reached the following business agreement of a
five year  period  (counting  from the first  delivery  of new  boats)  and some
necessary mutual understandings on long-term  cooperation.  The articles of this
agreement are as following:

1.   The purchase/supply of existing inventory: The three yellow boats are to be
     sold to MIH at USD3,000 ea. plus USD300 ea. for the cradle. The three white
     boats are to be properly repainted to red by Changfeng and MIH will, if the
     repainting meets their approval,  will pay for these repainted boats on the
     same USD3,000 ea. plus USD300 ea. cost.

2.   Price of new boats:  For the five year period  (counting from the receiving
     of the first batch new boats),  the  purchase  price is set at USD4,950 and
     this price includes the cost of cradle for shipping.

     After the  six-month  period,  of this five  year  period,  MIH will pay US
     $4,450 cash and $500 in MIH stock  certificate  for each new "Vortex" boat.
     Starting from the seventh  month,  MIH will start paying the entire cost of
     the "Vortex" boat in cash at USD 4,950 each.

3.   After  the  year  period,  both  sides  must  enter  into a new  format  of
     cooperation.  On market in China. The format of this  cooperation  (whether
     Changfeng be a subsidiary,  joint-venture  partner, etc) will be decided at
     that time.

4.   The  design  and  technology  involved  in  the  "Vortex"  motor  boat  are
     intellectual  properties of MIH and can not be used or imitated  partially,
     wholly,  or otherwise by any party.  However,  when situation calls for any
     release or authorization to Changfeng or its later  transformed  commercial
     entity. MIH would take into consideration of the survival and/or well-being
     of its partner on this agreement.

5.   Any other  necessary  issue not covered by this agreement will be discussed
     and resolved mutually.


         /s/ Daniel Medina        US Side
                                 Medina International Holdings, Inc.
                                 Authorized Representative: