Exhibit
        4.3

    

     

    LOCK-UP
      AGREEMENT

    


    THIS
      AGREEMENT (this "Agreement")
      is
      dated as of October ___, 2007 by and among International Imaging Systems, Inc.,
      a Delaware corporation, (the "Company"),
      and
      the Stockholders of the Company listed on Schedule
      A
      attached
      hereto (collectively, the "Stockholders").

    


    WHEREAS,
      to induce the Purchasers (the “Purchasers”)
      to
      enter into the Series A Convertible Preferred Stock Purchase Agreement dated
      as
      of October __, 2007 (the “Purchase
      Agreement”)
      by and
      among the Company and the Purchasers, the Stockholders have agreed not to sell
      any shares of the Company’s common stock, $0.001 par value per share (the
      "Common
      Stock"),
      that
      such Stockholders presently own or may acquire after the date hereof, except
      in
      accordance with the terms and conditions set forth herein. Capitalized terms
      used herein without definition shall have the meanings assigned to such terms
      in
      the Purchase Agreement.

    


    NOW,
      THEREFORE, in consideration of the covenants and conditions hereinafter
      contained, the parties hereto agree as follows:

    


    1. Restriction
      on Transfer; Term.
      Each
      Stockholder hereby agrees with the Company that such Stockholder will not offer,
      sell, contract to sell, assign, transfer, hypothecate, pledge or grant a
      security interest in, or otherwise dispose of, or enter into any transaction
      which is designed to, or might reasonably be expected to, result in the
      disposition of (whether by actual disposition or effective economic disposition
      due to cash settlement or otherwise by the Company or any affiliate of the
      Company or any person in privity with the Company or any affiliate of the
      Company), directly or indirectly (all such foregoing methods being collectively
      referred to herein as “Sell”), any of the shares of Common Stock during the
      period commencing on the Closing Date and expiring on the date that is twelve
      months following the effective date of the registration statement (the
“Effective
      Date”)
      filed
      by the Company with the Securities and Exchange Commission providing for the
      resale of the shares of Common Stock issuable upon conversion of the Preferred
      Shares issued pursuant to the Purchase Agreement (the “Period”);
      provided
      that,
      each
      Stockholder also agrees that it shall not Sell more than one-tenth (1/10) of
      the
      shares of Common Stock he/she owns for a period of twenty four (24) months
      following the Period.

    


    2. Permitted
      Dispositions.
      The
      following dispositions of Common Stock shall not be subject to the restriction
      on transfer set forth in Section 1:

     

    (a) Each
      Stockholder may transfer Common Stock to his or her spouse, siblings, parents
      or
      any natural or adopted children or other descendants or to any personal trust
      for the sole benefit of such family members and/or Stockholder;

    


    (b) Each
      Stockholder may transfer Common Stock on his or her death to such Stockholder’s
      estate, executor, administrator or personal representative or to such
      Stockholder’s beneficiaries pursuant to a devise or bequest or by laws of
      descent and distribution;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (c) Each
      Stockholder may transfer Common Stock as a gift or other transfer without
      consideration; 

    


    (d) Each
      Stockholder may make a bona fide pledge of Common Stock to a lender; and,


    


    (e) Each
      Stockholder may participate
      in any
      transaction in which all holders of the Common Stock of the Company participate
      or have the opportunity to participate pro rata, including, without limitation,
      a merger, consolidation or binding share exchange involving the Company, a
      disposition of the Common Stock in connection with the exercise of any rights,
      warrants or other securities distributed to the Company’s stockholders, or a
      tender or exchange offer for the Common Stock,

    


    provided,
      however,
      that in
      the case of any transfer of Common Stock pursuant to clauses (a), (c), and
      (d),
      the transferor shall, at the request of the Company, provide evidence (which
      may
      include, without limitation, an opinion of counsel satisfactory in form, scope
      and substance to the Company in its sole discretion as the issuer thereof)
      satisfactory to the Company that the transfer is exempt from the registration
      requirements of the Securities Act, and such Common Stock shall remain subject
      to this Agreement and, as a condition of the validity of such disposition,
      the
      transferee shall be required to execute and deliver a counterpart of this
      Agreement. Thereafter, such transferee shall be deemed to be the Stockholder
      for
      purposes of this Agreement.

    


    3. Ownership. During
      the Period, the Stockholders shall retain all rights of ownership in the Common
      Stock, including, without limitation, voting rights and the right to receive
      any
      dividends, if any, that may be declared in respect thereof.

    


    4. Company
      and Transfer Agent.
      The
      Company is hereby authorized to disclose the existence of this Agreement to
      its
      transfer agent. The Company and its transfer agent are hereby authorized to
      decline to make any transfer of the Common Stock if such transfer would
      constitute a violation or breach of this Agreement and the Purchase Agreement.
      

    


    5. Notices.
      All
      notices, demands, consents, requests, instructions and other communications
      to
      be given or delivered or permitted under or by reason of the provisions of
      this
      Agreement or in connection with the transactions contemplated hereby shall
      be in
      writing and shall
      be
      deemed to be delivered and received by the intended recipient as follows: (i)
      if
personally
      delivered, on the business day of such delivery (as evidenced by the receipt
      of
      the personal delivery service), (ii) if mailed certified or registered mail
      return receipt requested, four (4) business days after being mailed, (iii)
      if
      delivered by overnight courier (with all charges having been prepaid), on the
      business day of such delivery (as evidenced by the receipt of the overnight
      courier service of recognized standing), or (iv) if delivered by facsimile
      transmission, on the business day of such delivery if sent by 6:00 p.m. in
      the
      time zone of the recipient, or if sent after that time, on the next succeeding
      business day (as evidenced by the printed confirmation of delivery generated
      by
      the sending party's telecopier machine). If any notice, demand, consent,
      request, instruction or other communication cannot be delivered because of
      a
      changed address of which no notice was given (in accordance with this Section
      5), or the refusal to accept same, the notice, demand, consent, request,
      instruction or other communication shall be deemed received on the second
      business day the notice is sent (as evidenced by a sworn affidavit of the
      sender). All such notices, demands, consents, requests, instructions and other
      communications will be sent to the following addresses or facsimile numbers
      as
      applicable.
      

     

    
      
         

      

      
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    If
      to the
      Company:

    


    International
      Imaging Systems, Inc.

    c/oXi'an
      Baorun Industrial Development Co. Ltd.

    Dongxin
      Century Square,  7th Floor

    Xi'an
      East City High-tech Industrial Development Park

    Shannxi
      Province,  P.R. China

    Attn:
      Mr.
      Gao Xincheng

    Tel: 
      86 29 82682019

    Fax:
      86
      29 82683629

    


    With
      copies to (which shall not constitute notice): 

     

    Loeb
      & Loeb

    345
      Park
      Avenue

    New
      York,
      NY10154

    Attn:
      Mitchell S. Nussbaum

    Tel:
      212.407.4159

    Fax:
      212.407-4990

    


    or
      to
      such other address as any party may specify by notice given to the other party
      in accordance with this Section 5.

    


    6. Amendment.
      This
      Agreement may not be modified, amended, altered or supplemented, except by
      a
      written agreement executed by each of the parties hereto. 

    


    7. Entire
      Agreement.
      This
      Agreement
      contain
      the entire understanding and agreement of the parties relating to the subject
      matter hereof and supersedes all prior and/or contemporaneous understandings
      and
      agreements of any kind and nature (whether written or oral) among the parties
      with respect to such subject matter, all of which are merged
      herein.

    


    8. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York applicable to agreements made and to be performed in that
      state, without regard to any of its principles of conflicts
      of laws or other laws which would result in the application of the laws of
      another jurisdiction. This Agreement shall be construed and interpreted without
      regard to any presumption against the party causing this Agreement to be
drafted.
      

     

    
      
         

      

      
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    9. Waiver
      of Jury Trial.
      EACH OF
      THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES THE RIGHT TO A TRIAL
      BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
      AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES
      UNCONDITIONALLY AND IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION
      OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY AND THE
      FEDERAL DISTRICT COURT FOR THE SOUTHERN DISTRICT
      OF NEW YORK WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING
      OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY,
      AND EACH OF THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY
      OBJECTION TO VENUE IN NEW YORK COUNTY OR SUCH DISTRICT, AND AGREES THAT SERVICE
      OF ANY SUMMONS, COMPLAINT, NOTICE OR OTHER PROCESS RELATING TO SUCH SUIT, ACTION
      OR OTHER PROCEEDING MAY BE EFFECTED IN THE MANNER PROVIDED IN SECTION 5.


    


    10. Severability.
      The
      parties agree that if any provision of this Agreement be held to be invalid,
      illegal or unenforceable in any jurisdiction, that holding shall be effective
      only to the extent of such invalidity, illegally or unenforceability without
      invalidating or rendering illegal or unenforceable the
      remaining provisions hereof, and any such invalidity, illegally or
      unenforceability in any jurisdiction
      shall not invalidate or render unenforceable such provision in any other
      jurisdiction. It is the intent of the parties that this Agreement be fully
      enforced to the fullest extent permitted by applicable law.

    


    11. Binding
      Effect; Assignment.
      This
      Agreement and the rights and obligations hereunder may not be assigned by any
      party hereto without the prior written consent of the other parties hereby.
      This
Agreement
      shall be binding upon and shall inure to the benefit of the parties hereto
      and
      their respective successors and permitted assigns.

    


    12. Headings.
      The
      section headings contained in this Agreement (including, without limitation,
      section headings and headings in the exhibits and schedules) are inserted for
      reference purposes only and shall not affect in any way the meaning,
      construction or interpretation of this Agreement. Any reference to the
      masculine, feminine, or neuter gender shall be a reference to such other gender
      as is appropriate. References to the singular shall include the plural and
      vice
      versa.

     

    13. Counterparts.
      This
      Agreement may be executed in two or more counterparts, and by the different
      parties hereto in separate counterparts, each of which when executed shall
      be
      deemed to be an original, and all of which, when taken together,
      shall constitute
      one and the same document. This Agreement shall become effective when one or
      more counterparts, taken together, shall have been executed and delivered by
      all
      of the parties.
      In the
      event that any signature is delivered by facsimile transmission, such signature
      shall create a valid binding obligation of the party executing (or on whose
      behalf such signature is executed) the same with the same force and effect
      as if
      such facsimile signature were the original thereof.

    


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    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      written above herein.

    
      	 	 	 
	 	
              INTERNATIONAL
                IMAGING SYSTEMS, INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                Mr. Gao Xincheng

              Title:
                CEO

            


    

    

      	 	 	 
	 	
              
                STOCKHOLDER

                Redsky
                  Group Limited

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              
                Name:

                Title:
                  

              

            


    

     

    
      [Signature
        Page to Lock-Up Agreement]

    

     

    
      
         

      

      
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    Schedule
      A


    


    Redsky
      Group Limited

     

    
      
         

      

      
        6