Unassociated Document


    Exhibit
      10.5


    ESCROW
      AGREEMENT

    


    THIS
      ESCROW AGREEMENT (“Agreement”) is made as of October 23, 2007 by and between
      International Imaging Systems, Inc. (“ the “Company”), each of the Purchasers
      whose names are set forth on Exhibit A to the Series A Convertible Preferred
      Stock Purchase Agreement dated this same date (individually, a “Purchaser”
and
      collectively, the “Purchasers”
and
      together with the Company, the “Parties”)and Loeb & Loeb LLP, with offices
      at 345 Park Avenue, New York, NY 10154 (the “Escrow Agent”).

    


    RECITALS:

    


    
      	 	
              (1)

            	
              Pursuant
                to that certain Series A Preferred Stock Purchase Agreement, dated
                as of
                October 23, 2007 by and among the Company and the Purchasers (the
                “Purchase Agreement”), a copy of which is attached hereto as Exhibit
                A
                and incorporated herein by reference, the Purchasers purchased shares
                of
                the Company’s Series A Preferred Stock in the amount of $10,000,000 (the
                “Gross Proceeds”). Capitalized terms used in this Agreement without
                definition, have the meaning assigned to those terms in the Purchase
                Agreement; 

            


    

    


    
      	 	
              (2)

            	
              To
                induce the Purchasers to enter into the Purchase Agreement, the Company
                agreed to deposit $200,000 of the Gross Proceeds (the “Escrow Funds”) into
                an escrow account at the Closing, to be held by the Escrow Agent
                for
                disbursement in accordance with the terms and conditions set forth
                herein;
                

            


    

    


    
      	 	
              (3)

            	
              This
                Agreement constitutes the Escrow Agreement referred to in the Purchase
                Agreement pursuant to which the Escrow Agent shall receive and disburse
                the Escrow Funds. 

            


    

    


    NOW,
      THEREFORE, in consideration of the covenants and mutual promises contained
      herein and other good and valuable consideration, the receipt and legal
      sufficiency of which are hereby acknowledged and intending to be legally bound
      hereby, the parties agree as follows:

    


    ARTICLE
      1

    TERMS
      OF
      THE ESCROW

    


    1.1  Appointment
      of Escrow Holder.
      The
      parties hereby agree to have Loeb & Loeb LLP act as Escrow Agent whereby the
      Escrow Agent shall receive the Escrow Funds in escrow and distribute the same
      as
      set forth in this Agreement. 

    


    1.2 Escrow
      Deposit

    


    (a) In
      accordance with the terms of the Purchase Agreement, immediately after the
      Closing, the Escrow Funds shall be wired to the Escrow Agent; and, 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.5


    

    (b) The
      Escrow Agent shall hold the Escrow Funds at all times until such Escrow Funds
      are disbursed in accordance herewith. 

    


    1.3 Escrow
      Release

    


    
      	 	
              (a)

            	
              If
                the Company determines that it needs all or a portion of the Escrow
                Funds,
                it shall cause its Chief Financial Officer to prepare and execute
                a
                certificate setting forth, in reasonable detail, the reason such
                funds are
                needed, the use of such funds and the amount of funds so needed,
                and shall
                cause copies of such certificate to be delivered to the Purchasers
                promptly after such determination (the “Funds Notice”); provided however,
                that in no event
                shall the Company need or use the Escrow Funds for any reason other
                than
                in connection with investor relations and public relations services
                or
                activities. The Purchasers shall have five (5) Business Days, as
                hereinafter defined, from the date of the Funds Notice to notify
                the
                Company that it objects to the use of funds as set forth in the Funds
                Notice, by delivering a written letter of objection to the Company
                (the
                “Objection Letter”). If Company does not receive an Objection Letter by
                the seventh (7th)
                Business Day following the date of the Funds Notice, it shall submit
                a
                Release Notice, as hereinafter defined to the Escrow Agent, signed
                only by
                any or all of the authorized signatories of the Company as specified
                in
                Exhibit B hereto and only for such amounts and for such purpose as
                specified in the Funds Notice sent to the Purchaser without objection.
                In
                no event may the Company submit a Release Notice to the Escrow Agent
                until
                it submits a Funds Notice to the Purchaser and does not receive an
                Objection Letter in response thereto. Business
                Day
                means any day except Saturday, Sunday and any day which shall be
                a legal
                holiday or a day on which banking institutions in the State of New
                York
                generally are authorized or required by law or other government actions
                to
                close.

            


    

    


    
      	 	
              (b)

            	
              The
                Escrow Agent shall hold the Escrow Funds until such time as it receives
                written
                instructions in the form of Exhibit A attached hereto and made a
                part
                hereof, or in a form and substance satisfactory to the Escrow Agent,
                signed by the Parties directing the Escrow Agent to release the Escrow
                Funds as specified therein (the “Release Notice”).
                

            


    

    


    
      	 	
              (c)

            	
              Upon
                receipt of the Release Notice, the
                Escrow Agent shall release the Escrow Funds as specified therein.
                The
                names and true signatures of each individual authorized to act singly
                on
                behalf of each of the Parties are stated in Exhibit B, which is attached
                hereto and made a part hereof. The Parties may each remove or add
                one or
                more of its authorized signers stated on Exhibit B by notifying the
                Escrow
                Agent of such change in accordance with this Agreement, which notice
                shall
                include the true signature for any new authorized
                signatories

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.5

       

    

    
      	 	
              (d)

            	
              If
                any Escrow Funds remain in the escrow account after December 31,
                2008, the
                Escrow Agent shall release all of the funds remaining in the escrow
                account to the Company. 

            


    

    


    
      	 	
              (e)

            	
              Upon
                the Escrow Agent’s completion of its obligations under Sections 1.3, this
                Agreement shall terminate and the Escrow Agent shall have no further
                liability hereunder. 

            


    

    


    1.5 This
      Agreement may be altered or amended only with the written consent of all of
      the
      parties hereto. Should any of the Parties attempt to change this Agreement
      in a
      manner, which, in the Escrow Agent’s discretion, shall be undesirable, the
      Escrow Agent may resign as Escrow Agent by notifying the Parties in writing
      five
      days in advance. In the case of the Escrow Agent’s resignation or removal
      pursuant to the foregoing, its only duty, until receipt of notice from the
      Parties that a successor escrow agent has been appointed, shall be to hold
      and
      preserve the Escrow Funds that are in his possession. Upon receipt by the Escrow
      Agent of said notice from the Parties of the appointment of a successor escrow
      agent, the name of a successor escrow account and a direction to transfer the
      Escrow Funds, the Escrow Agent shall promptly thereafter transfer all of the
      Escrow Funds that it is still holding in escrow, to said successor escrow agent.
      Immediately after said transfer of the Escrow Funds, the Escrow Agent shall
      furnish the Parties with proof of such transfer. The Escrow Agent is authorized
      to disregard any notices, requests, instructions or demands received by it
      from
      the Parties after the Escrow Agent promptly transfers all of the Escrow Funds
      that it is still holding in escrow, to the above said successor escrow agent.
      

    


    1.5
      The
      Escrow Agent shall be reimbursed by the Parties for any reasonable expenses
      incurred in the event there is a conflict between the parties and the Escrow
      Agent shall deem it necessary to retain counsel, upon whose advice the Escrow
      Agent may rely. The Escrow Agent shall not be liable for any action taken or
      omitted by him in good faith and in no event shall the Escrow Agent be liable
      or
      responsible except for the Escrow Agent’s own gross negligence or willful
      misconduct. The Escrow Agent has made no representations or warranties to the
      Parties in connection with this transaction. The Escrow Agent has no liability
      hereunder to either party other than to hold the Escrow Funds and to deliver
      them under the terms hereof. Each party hereto agrees to indemnify and hold
      harmless the Escrow Agent from and with respect to any suits, claims, actions
      or
      liabilities arising in any way out of this transaction including the obligation
      to defend any legal action brought which in any way arises out of or is related
      to this Agreement or the investment being made by Seller. The
      Purchasers acknowledge and represent that they are not being represented in
      a
      legal capacity by Loeb & Loeb LLP and have had the opportunity to consult
      with their own legal advisors prior to the signing of this Agreement. The
      Purchasers acknowledge that the Escrow Agent is not rendering securities advice
      to them with respect to this Agreement. The Escrow Agent is acting as legal
      counsel for the Company in connection with the Share Exchange Agreement,
      Purchase Agreement and related Transaction Documents and may continue to act
      as
      legal counsel for the Company, from time to time, notwithstanding its duties
      as
      the Escrow Agent hereunder. The Purchasers consent to the Escrow Agent acting
      in
      such capacity as legal counsel for the Company and waive any claim that such
      representation represents a conflict of interest on the part of the Escrow
      Agent. The Purchasers understand that the Escrow Agent is relying explicitly
      on
      the foregoing provisions contained in this Section 1.5 in entering into this
      Agreement. 

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.5

       

    

    1.6 The
      Escrow Agent shall be obligated only for the performance of such duties as
      are
      specifically set forth herein and may rely and shall be protected in relying
      or
      refraining from acting on any instrument reasonably believed by the Escrow
      Agent
      to be genuine and to have been signed or presented by the proper party or
      parties. The Escrow Agent shall not be personally liable for any act the Escrow
      Agent may do or omit to do hereunder as the Escrow Agent while acting in good
      faith, and any act done or omitted by the Escrow Agent pursuant to the advice
      of
      the Escrow Agent's attorneys-at-law shall be conclusive evidence of such good
      faith.

    


    1.7 The
      Escrow Agent is hereby expressly authorized to disregard any and all warnings
      given by any of the parties hereto or by any other person or corporation,
      excepting only orders or process of courts of law and is hereby expressly
      authorized to comply with and obey orders, judgments or decrees of any court. In
      case the Escrow Agent obeys or complies with any such order, judgment or decree,
      the Escrow Agent shall not be liable to any of the parties hereto or to any
      other person, firm or corporation by reason of such decree being subsequently
      reversed, modified, annulled, set aside, vacated or found to have been entered
      without jurisdiction.

    


    1.8 The
      Escrow Agent shall not be liable in any respect on account of the identity,
      authorities or rights of the parties executing or delivering or purporting
      to
      execute or deliver the Agreement or any documents or papers deposited or called
      for hereunder.

    


    1.9 If
      the
      Escrow Agent reasonably requires other or further documents in connection with
      this Agreement, the necessary parties hereto shall join in furnishing such
      documents.

    


    1.10 It
      is
      understood and agreed that should any dispute arise with respect to the Escrow
      Funds held by the Escrow Agent hereunder, the Escrow Agent is authorized and
      directed in the Escrow Agent's sole discretion (a) to retain in the Escrow
      Agent's possession without liability to anyone , the Escrow Funds until such
      disputes shall have been settled either by mutual written agreement of the
      parties concerned or by a final order, decree or judgment of a court of
      competent jurisdiction after the time for appeal has expired and no appeal
      has
      been perfected, but the Escrow Agent shall be under no duty whatsoever to
      institute or defend any such proceedings or (b) to deliver the Escrow Funds
      and
      any other property and documents held by the Escrow Agent hereunder to a state
      or federal court having competent subject matter jurisdiction and located in
      the
      State of New York in accordance with the applicable procedure
      therefor.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.5



    ARTICLE
      2

    MISCELLANEOUS

    


    2.1
       No
      waiver
      of any breach of any covenant or provision herein contained shall be deemed
      a
      waiver of any preceding or succeeding breach thereof, or of any other covenant
      or provision herein contained. No extension of time for performance of any
      obligation or act shall be deemed any extension of the time for performance
      of
      any other obligation or act.

    


    2.2 This
      Agreement shall be binding upon and shall inure to the benefit of the permitted
      successors and assigns of the parties hereto.

    


    2.3
       This
      Agreement is the final expression of, and contains the entire agreement between,
      the parties with respect to the subject matter hereof and supersedes all prior
      understandings with respect thereto. This Agreement may not be modified,
      changed, supplemented or terminated, nor may any obligations hereunder be
      waived, except by written instrument signed by the parties to be charged or
      by
      its agent duly authorized in writing or as otherwise expressly permitted
      herein.

    


    2.4
       Whenever
      required by the context of this Agreement, the singular shall include the plural
      and masculine shall include the feminine. This Agreement may be executed in
      two
      or more counterparts, all of which taken together shall constitute one
      instrument. Execution and delivery of this Agreement by exchange of facsimile
      copies bearing the facsimile signature of a party shall constitute a valid
      and
      binding execution and delivery of this Agreement by such party. Such facsimile
      copies shall constitute enforceable original documents.

    


    2.5 The
      parties hereto expressly agree that this Agreement shall be governed by,
      interpreted under, and construed and enforced in accordance of the laws of
      the
      State of New York. The parties agree that any dispute arising under or with
      respect to or in connection with this Agreement, whether during the term of
      this
      Agreement or at any subsequent time, shall be resolved fully and exclusively
      in
      the federal or state courts resident in New York County, New York. 

     

    2.6 Any
      notice required or permitted hereunder shall be in writing and shall be
      effective (a) upon hand delivery by telex (with correct answer back received),
      telecopy, email or facsimile at the address or number designated below (if
      delivered on a business day during normal business hours where such notice
      is to
      be received), or the first business day following such delivery (if delivered
      other than on a business day during normal business hours where such notice
      is
      to be received) or (b) sent by commercial overnight courier such as UPS or
      Fedex
      The addresses for such communications shall be:

    


    
      	 	
              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

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

      Exhibit
        10.5

       

    

    
      	 	
              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

            
	 	 	 	 
	 	
              If
                to any Purchaser:

            	 	
               

            
	 	 	 	 
	 	
              with
                copies to 

              (which
                shall not constitute notice):

            	 	
              Lesser,
                Hunter, Taubman & Taubman

              17
                State Street, Flr 16

              New
                York, NY 10004

              Attn:
                Louis Taubman

              Tel:
                212.732-7184

              Fax:
                212.202-6380

              Email:
                lou@lhttlaw.com

            
	 	 	 	 
	 	
              If
                to the Escrow Agent:

            	 	
              Loeb
                & Loeb LLP

              345
                Park Avenue

              New
                York, NY 10154

              Attention:
                Mitchell S. Nussbaum. Esq.

              Telephone
                Number: 212-407-4159

              Facsimile
                Number: 212-4-7-4990

            


    

    


    2.7 By
      signing this Agreement, the Escrow Agent becomes a party hereto only for the
      purpose of this Agreement; the Escrow Agent does not become a party to the
      Purchase Agreement or any related agreements.

    


    2.8 Each
      party acknowledges and agrees that this Agreement shall not be deemed prepared
      or drafted by any one party. In the event of any dispute between the Parties
      concerning this Agreement, the Parties agree that any rule of construction,
      to
      the effect that any ambiguity in the language of the Agreement is to be resolved
      against the drafting party, shall not apply. 

    


    (Signature
      Page to Follow)

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.5

       

    

    IN
      WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
      date
      first set forth above.

    


    Executed:

    


    International
      Imaging Systems, Inc.

    


    By:  

    
      

    

    Name:
       Gao Xincheng

    Title:
       Chief Executive Officer

     

    


    By:
      

    
      

    

    Name:

    Title:

    


    Escrow
      Agent

    


    Loeb
      & Loeb LLP


    


    By:
      

    
      

    

    Name: 
      Mitchell S. Nussbaum

    Title:
       Partner

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.5


    Exhibit
      A

     

    FORM
      OF ESCROW RELEASE NOTICE

    


    Date:
      

    


    Escrow
      Agent

    


    Dear
      _________:

    


    In
      accordance with the terms of Section 1.3 of the Escrow Agreement dated as of
      October__, 2007 (the "Escrow Agreement"), by and among International Imaging
      Systems, Inc. (the “Company”), and each of the Purchasers whose names are set
      forth on Exhibit
      A
      to the
      Series A Convertible Preferred Stock Purchase Agreement dated October __, 2007
      (the “Purchasers,”
and
      together with the Company, the “Parties”), the Company hereby notifies the
      Escrow Agent that it has submitted a Funds Notice, dated [7 days prior to the
      date hereof] to the Purchasers without objection thereto. 

     

    PLEASE
      DISTRIBUTE FUNDS BY WIRE TRANSFER AS FOLLOWS (wire instructions
      attached):

     

    
      	
              Recipient
                Information

            	 	
              Amount

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

     

    Very
      truly yours,

    


    INTERNATIONAL
      IMAGING SYSTEMS, INC.

    


    By:

    
      

    

    Name:
      

    
      

    

    Title:

    
      
 

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.5

     

    Exhibit
      B

     

    The
      Escrow Agent is authorized to accept instructions signed or believed by the
      Escrow Agent to be signed by any or all of the following individuals on behalf
      of the Company:

    

      
        	
                Name

              	 	
                True
                  Signature

              
	 	 	 
	
                Gao
                  Xincheng

              	 	
                _____________________

              
	 	 	 
	
                Li
                  Gaihong

              	 	
                _____________________

              


      

    

     

    
      
        
        

      

      
        9