|
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 no
| 
