EXHIBIT 10.3
LOCK-UP AGREEMENT
This LOCK-UP
AGREEMENT (this "Agreement"), dated as of January 20,
2005. is entered into by and between Medina
Coffee, Inc., a Nevada
corporation
(the "Company"), and Xiangqian Li, in his
individual capacity ("Li").
WHEREAS, on even
date the Company's wholly-owned subsidiary, BAK
International, Ltd. ("BAK"), completed a private offering
("Offering") of
its
securities in which investors agreed to
participate, subject to Li entering into
this Agreement with the Company; and
WHEREAS, Li has agreed
to enter into this
Agreement as a condition to
closing of the Offering.
NOW THEREFORE, in
consideration of the
foregoing, and for
other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned hereby agree
as follows:
AGREEMENT:
1. Except for distributions required under that certain Escrow
Agreement, dated as of even date (the "Escrow
Agreement"),
a copy of which is
attached hereto as Exhibit "A" and
incorporated herein by this reference, by and
among the Company, each of the subscribers to the Offering "), Li, and
Securities Transfer Corporation, for a period of 12 months
from the date the
Company's common capital stock is listed on a national stock exchange or
quotation medium (the "Lock-up Period"), the undersigned will not, without
the
prior written consent of the Company,
directly or
indirectly, (i) offer,
sell,
assign, transfer, pledge, contract to sell (if such sale would or could be
consummated within the Lock-Up Period), hypothecate or otherwise dispose of
(collectively, "Transfer") any of the 21,233,437 shares (the "Shares") of the
Company's common capital stock held by him
as of even date, (ii) enter into any
swap, hedge or similar agreement or arrangement
that transfers in
whole or in
part, the economic risk of ownership of
the Shares or (iii) engage in any short
selling of the Shares; provided, however, that nothing in thi
