Unassociated Document


    Exhibit
      10.2


    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (this "Agreement")
      is
      made and entered into as of October 23, 2007, by and among International Imaging
      Systems, Inc. (the “Company”), and the Shareholders listed on Schedule
      I
      hereto
      (the "Shareholders").

    


    The
      Company and the Shareholders hereby agree as follows:

    


    1.
      Definitions.

    


    "Advice"
      shall
      have meaning set forth in Section 3(n).

    


    "Affiliate"
      means,
      with respect to any Person, any other Person that directly or indirectly
      controls or is controlled by or under common control with such Person. For
      the
      purposes of this definition, "control,"
      when
      used with respect to any Person, means the possession, direct or indirect,
      of
      the power to direct or cause the direction of the management and policies of
      such Person, whether through the ownership of voting securities, by contract
      or
      otherwise; and the terms of "affiliated,"
      "controlling"
      and
      "controlled"
      have
      meanings correlative to the foregoing.

    


    "Board"
      shall
      have meaning set forth in Section 3(o).

    


    "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.

    


    "Closing
      Date"
      means
      the date of the consummation of the Share Exchange Agreement, by and among
      the
      Company, those persons listed on Schedule II thereto, Redsky Group Limited,
      Princeton Capital Group and Baorun China Group Limited.

    


    "Commission"
      means
      the Securities and Exchange Commission.

    


    "Common
      Stock"
      means
      the Company's common stock, par value $0.001 per share.

    


    "Effectiveness
      Date"
      means,
      subject to Section 2(b) hereof, with respect to the Registration Statement
      the
      earlier of (A) the one hundred fiftieth (150th)
      day
      following the Closing Date (or in the event the Registration Statement receives
      a “full review” by the Commission, the one hundred eightieth (180th)
      day
      following the Closing Date, or (B) the
      date
      which is within three (3) Business Days after the date on which the Commission
      informs the Company (i) that the Commission will not review the Registration
      Statement or (ii) that
      the
      Company may request the acceleration of the effectiveness of the Registration
      Statement; provided that,
      if the
      Effectiveness Date falls on a Saturday,
      Sunday or any other day which shall be a legal holiday or a day on which the
      Commission is authorized or required by law or other government actions to
      close, the Effectiveness Date shall be the following Business Day.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    "Effectiveness
      Period"
      shall
      have the meaning set forth in Section 2(a).

    


    "Event"
      shall
      have the meaning set forth in Section 7(e).

    


    "Event
      Date"
      shall
      have the meaning set forth in Section 7(e).

    


    "Exchange
      Act"
      means
      the Securities Exchange Act of 1934, as amended.

    


    "Filing
      Date"
      means,
      subject to Section 2(b) hereof, the date that is the 45th
      day
      following the Closing Date; provided that,
      if the
      Filing Date falls on a Saturday,
      Sunday or any other day which shall be a legal holiday or a day on which the
      Commission is authorized or required by law or other government actions to
      close, the Filing Date shall be the following Business Day. 

    


    "Holder"
      or
      "Holders"
      means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities.

    


    "Indemnified
      Party"
      shall
      have the meaning set forth in Section 5(c).

    


    "Indemnifying
      Party"
      shall
      have the meaning set forth in Section 5(c).

    


    "Losses"
      shall
      have the meaning set forth in Section 5(a).

    


    "Person"
      means
      an individual or a corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company, joint
      stock company, government (or an agency or political subdivision thereof) or
      other entity of any kind.

    


    "Proceeding"
      means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

    


    "Prospectus"
      means
      the prospectus included in the Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by the Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference in such
      Prospectus.

    


    "Registrable
      Securities means
      (i)
      the shares of Common Stock beneficially owned by the Shareholders listed on
      Schedule I, immediately prior to the Closing Date; and (ii) any securities
      issued or issuable upon any stock split, dividend or other distribution,
      recapitalization or similar event with respect to the foregoing.

     

    
      
        
        

      

      
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    "Registration
      Statement"
      means
      the registration statements and any additional registration statements
      contemplated by Section 2, including (in each case) the Prospectus, amendments
      and supplements to such registration statement or Prospectus, including pre-
      and
      post-effective amendments, all exhibits thereto, and all material incorporated
      by reference in such registration statement.

    


    "Rule
      158"
      means
      Rule 158 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

    


    "Rule
      415"
      means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

    


    “Rule
      416”
means
      Rule 416 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

    


    "Rule
      424"
      means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

    


    "Securities
      Act"
      means
      the Securities Act of 1933, as amended.

    


    "Special
      Counsel"
      means
      Sichenzia Ross Friedman Ference LLP, for whose services the Holders will be
      reimbursed by the Company pursuant to Section 4, and Leser, Hunter, Taubman
      & Taubman.

    


    2. Resale
      Registration.

     

    (a) On
      or
      prior to the Filing Date, the Company shall prepare and file with the Commission
      a "resale" Registration Statement providing for the resale of all Registrable
      Securities by means of an offering to be made on a continuous basis pursuant
      to
      Rule 415. The Registration Statement shall be on Form S-1 (except if the Company
      is not then eligible to register for resale the Registrable Securities on Form
      S-1 in which case such registration shall be on another appropriate form in
      accordance herewith and the Securities Act and the rules promulgated
      thereunder). Such Registration Statement shall cover to the extent allowable
      under the Securities Act and the rules promulgated thereunder (including Rule
      416), such indeterminate number of additional shares of Common Stock resulting
      from stock splits, stock dividends or similar transactions with respect to
      the
      Registrable Securities. The Company shall (i) not permit any securities other
      than the Registrable Securities to be included in the Registration Statement
      and
      (ii) use its best efforts to cause the Registration Statement to be declared
      effective under the Securities Act as promptly as possible after the filing
      thereof, but in any event prior to the Effectiveness Date, and to keep such
      Registration Statement continuously effective under the Securities Act until
      such date when all Registrable Securities covered by such Registration Statement
      have been sold (the "Effectiveness
      Period").
      The
      Company shall request that the effective time of the Registration Statement
      be
      4:00 p.m. Eastern Time on the effective date. If at any time and for any reason,
      an additional Registration Statement is required to be filed because at such
      time the actual number of Registrable Securities exceeds the number of shares
      of
      Registrable Securities remaining under the Registration Statement, the Company
      shall have twenty (20) Business Days to file such additional Registration
      Statement, and the Company shall use its best efforts to cause such additional
      Registration Statement to be declared effective by the Commission as soon as
      possible, but in no event later than sixty (60) days after filing. 

     

    
      
        
        

      

      
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      (b)
        Notwithstanding anything to the contrary set forth in this Section 2, in
        the
        event the Commission does not permit the Company to register all of the
Registrable
        Securities in
        the
        Registration Statement because of the Commission’s application of Rule 415, the
        Company shall register in the Registration Statement such number of Registrable
        Securities as
        is
        permitted by the Commission, provided, however, that the number of Registrable
        Securities to be included in such Registration Statement or any subsequent
        registration statement shall be determined in the following order: (i) first,
        the shares of Common Stock owned by all of the Shareholders other than
Princeton
        Capital Group ,
        and
        (ii) second, the shares of Common Stock owned by
        Princeton Capital Group.
        In the
        event the Commission does not permit the Company to register all of the
Registrable
        Securities in
        the
        initial Registration Statement, the Company shall use its best efforts to
        file
        subsequent Registration Statements to register the Registrable
        Securities that
        were
        not registered in the initial Registration Statement as promptly as possible
        and
        in a manner permitted by the Commission, whether by filing a subsequent
        registration statement as soon as the Commission permits the Company to do
        so,
        providing demand registration rights, or otherwise. For purposes of this
        Section
        2(b), “Filing Date” means
        with respect to each subsequent Registration Statement filed pursuant hereto,
        the
        later
        of (i) sixty (60) days following the sale of substantially all of the
        Registrable Securities included in the initial Registration Statement or
        any
        subsequent Registration Statement and (ii) six (6) months following the
        effective date of the initial Registration Statement or any subsequent
        Registration Statement, as applicable, or such earlier date as permitted
        by the
        Commission. For
        purposes of this Section 2(b), “Effectiveness Date” means with respect to each
        subsequent Registration Statement filed pursuant hereto, the earlier of (A)
        the
        ninetieth (90th)
        day
        following the filing date of such Registration Statement (or in the event
        such
        Registration Statement receives a “full review” by the Commission, the one
        hundred twentieth (120th)
        day
        following such filing date) or (B) the date which is within three (3) Business
        Days after the date on which the Commission informs the Company (i) that
        the
        Commission will not review such Registration Statement or (ii) that
        the
        Company may request the acceleration of the effectiveness of such Registration
        Statement; provided that, if the Effectiveness Date falls on a Saturday,
        Sunday
        or any other day which shall be a legal holiday or a day on which the Commission
        is authorized or required by law or other government actions to close, the
        Effectiveness Date shall be the following Business Day.

    

    


    3. Registration
      Procedures.

     

    In
      connection with the Company's registration obligations hereunder, the Company
      shall:

     

     (a)
      Prepare
      and file with the Commission, on or prior to the Filing Date, a Registration
      Statement on Form S-1 (or if the Company is not then eligible to register for
      resale the Registrable Securities on Form S-1 such registration shall be on
      another appropriate form in accordance herewith and the Securities Act and
      the
      rules promulgated thereunder) in accordance with the plan of distribution as
      set
      forth on Exhibit
      A
      hereto
      and in accordance with applicable law, and cause the Registration Statement
      to
      become effective and remain effective as provided herein; provided,
      however,
      that
      not less than five (5) Business Days prior to the filing of the Registration
      Statement or any related Prospectus or any amendment or supplement thereto,
      the
      Company shall (i) furnish to the Holders and any Special Counsel, copies of
      all
      such documents proposed to be filed, which documents will be subject to the
      review of such Holders and any Special Counsel, and (ii) cause its officers
      and
      directors, counsel and independent certified public accountants to respond
      to
      such inquiries as shall be necessary, in the reasonable opinion of such Special
      Counsel, to conduct a reasonable review of such documents. The Company shall
      not
      file the Registration Statement or any such Prospectus or any amendments or
      supplements thereto to which the Holders of a majority of the Registrable
      Securities or any Special Counsel shall reasonably object in writing within
      three (3) Business Days of their receipt thereof.

     

    
      
        
        

      

      
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    (b) (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to the Registration Statement as may be necessary to keep the
      Registration Statement continuously effective as to the applicable Registrable
      Securities for the Effectiveness Period and prepare and file with the Commission
      such additional Registration Statements as necessary in order to register for
      resale under the Securities Act all of the Registrable Securities; (ii) cause
      the related Prospectus to be amended or supplemented by any required Prospectus
      supplement, and as so supplemented or amended to be filed pursuant to Rule
      424
      (or any similar provisions then in force) promulgated under the Securities
      Act;
      (iii) respond as promptly as possible, but in no event later than ten (10)
      Business Days, to any comments received from the Commission with respect to
      the
      Registration Statement or any amendment thereto and as promptly as possible
      provide the Holders true and complete copies of all correspondence from and
      to
      the Commission relating to the Registration Statement; (iv) file the final
      prospectus pursuant to Rule 424 of the Securities Act no later than two (2)
      Business Days following the date the Registration Statement is declared
      effective by the Commission; and (v) comply in all material respects with the
      provisions of the Securities Act and the Exchange Act with respect to the
      disposition of all Registrable Securities covered by the Registration Statement
      during the Effectiveness Period in accordance with the intended methods of
      disposition by the Holders thereof set forth in the Registration Statement
      as so
      amended or in such Prospectus as so supplemented.

    


    (c) Notify
      the Holders of Registrable Securities and any Special Counsel as promptly as
      possible (and, in the case of (i)(A) below, not less than three (3) Business
      Days prior to such filing, and in the case of (iii) below, on the same day
      of
      receipt by the Company of such notice from the Commission) and (if requested
      by
      any such Person) confirm such notice in writing no later than one (1) Business
      Day following the day: (i)(A) when a Prospectus or any Prospectus supplement
      or
      post-effective amendment to the Registration Statement is filed; (B) when the
      Commission notifies the Company whether there will be a "review" of such
      Registration Statement and whenever the Commission comments in writing on such
      Registration Statement and (C) with respect to the Registration Statement or
      any
      post-effective amendment, when the same has become effective; (ii) of any
      request by the Commission or any other Federal or state governmental authority
      for amendments or supplements to the Registration Statement or Prospectus or
      for
      additional information; (iii) of the issuance by the Commission of any stop
      order suspending the effectiveness of the Registration Statement covering any
      or
      all of the Registrable Securities or the initiation or threatening of any
      Proceedings for that purpose; (iv) if at any time any of the representations
      and
      warranties of the Company contained in any agreement contemplated hereby ceases
      to be true and correct in all material respects; (v) of the receipt by the
      Company of any notification with respect to the suspension of the qualification
      or exemption from qualification of any of the Registrable Securities for sale
      in
      any jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; and (vi) of the occurrence of any event that makes any statement made
      in the Registration Statement or Prospectus or any document incorporated or
      deemed to be incorporated therein by reference untrue in any material respect
      or
      that requires any revisions to the Registration Statement, Prospectus or other
      documents so that, in the case of the Registration Statement or the Prospectus,
      as the case may be, it will not contain any untrue statement of a material
      fact
      or omit to state any material fact required to be stated therein or necessary
      to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading.

     

    
      
        
        

      

      
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      (d) Use
      its
      best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
      of,
      as promptly as possible, (i) any order suspending the effectiveness of the
      Registration Statement or (ii) any suspension of the qualification (or exemption
      from qualification) of any of the Registrable Securities
      for sale in any jurisdiction.

    


    (e) If
      requested by the Holders of a majority in interest of the Registrable
      Securities, (i) promptly incorporate in a Prospectus supplement or
      post-effective amendment to the Registration Statement such information as
      the
      Company reasonably agrees should be included therein and (ii) make all required
      filings of such Prospectus supplement or such post-effective amendment as soon
      as practicable after the Company has received notification of the matters to
      be
      incorporated in such Prospectus supplement or post-effective
      amendment.

    


    (f)
      If
      requested by any Holder, furnish to such Holder and any Special Counsel, without
      charge, at least one conformed copy of each Registration Statement and each
      amendment thereto, including financial statements and schedules, all documents
      incorporated or deemed to be incorporated therein by reference, and all exhibits
      to the extent requested by such Person (including those previously furnished
      or
      incorporated by reference) promptly after the filing of such documents with
      the
      Commission.

    


    (g) Promptly
      deliver to each Holder and any Special Counsel, without charge, as many copies
      of the Prospectus or Prospectuses (including each form of prospectus) and each
      amendment or supplement thereto as such Persons may reasonably request; and
      subject to the provisions of Sections 3(n) and 3(o), the Company hereby consents
      to the use of such Prospectus and each amendment or supplement thereto by each
      of the selling Holders in connection with the offering and sale of the
      Registrable Securities covered by such Prospectus and any amendment or
      supplement thereto.

    


    (h) Prior
      to
      any public offering of Registrable Securities, use its best efforts to register
      or qualify or cooperate with the selling Holders and any Special Counsel in
      connection with the registration or qualification (or exemption from such
      registration or qualification) of such Registrable Securities for offer and
      sale
      under the securities or Blue Sky laws of such jurisdictions within the United
      States as any Holder requests in writing, to keep each such registration or
      qualification (or exemption therefrom) effective during the Effectiveness Period
      and to do any and all other acts or things necessary or advisable to enable
      the
      disposition in such jurisdictions of the Registrable Securities covered by
      a
      Registration Statement; provided,
      however,
      that
      the Company shall not be required to qualify generally to do business in any
      jurisdiction where it is not then so qualified or to take any action that would
      subject it to general service of process in any such jurisdiction where it
      is
      not then so subject or subject the Company to any material tax in any such
      jurisdiction where it is not then so subject.

     

    
      
        
        

      

      
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       (i)
      Cooperate
      with the Holders to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities to be sold pursuant to a
      Registration Statement, which certificates, to the extent permitted by
      applicable federal and state securities laws, shall be free of all restrictive
      legends, and to enable such Registrable Securities to be in such denominations
      and registered in such names as any Holder may request in connection with any
      sale of Registrable Securities.

    


    (j) Upon
      the
      occurrence of any event contemplated by Section 3(c)(vi), as promptly as
      possible, prepare a supplement or amendment, including a post-effective
      amendment, to the Registration Statement or a supplement to the related
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference, and file any other required document so that, as thereafter
      delivered, neither the Registration Statement nor such Prospectus will contain
      an untrue statement of a material fact or omit to state a material fact required
      to be stated therein or necessary to make the statements therein, in the light
      of the circumstances under which they were made, not misleading.

    


    (k) Use
      its
      best efforts to cause all Registrable Securities relating to the Registration
      Statement to be listed on the NASDAQ or any other securities exchange, quotation
      system or market, if any, on which similar securities issued by the Company
      are
      then listed or traded.

    


    (l) Comply
      in
      all material respects with all applicable rules and regulations of the
      Commission and make generally available to its security holders all documents
      filed or required to be filed with the Commission, including, but not limited,
      to, earning statements satisfying the provisions of Section 11(a) of the
      Securities Act and Rule 158 not later than 45 days after the end of any 12-month
      period (or 90 days after the end of any 12-month period if such period is a
      fiscal year) commencing on the first day of the first fiscal quarter of the
      Company after the effective date of the Registration Statement, which statement
      shall conform to the requirements of Rule 158. 

    


    (m) Within
      two (2) Business Days after a Registration Statement which covers the
      Registrable Securities is ordered effective by the Commission, the Company
      shall
      deliver, and shall cause legal counsel for the Company to deliver, to the
      transfer agent for such Registrable Securities (with copies to the Holders
      whose
      Registrable Securities are included in such Registration Statement) confirmation
      that such Registration Statement has been declared effective by the Commission
      in the form attached hereto as Exhibit B.

    


    (n) The
      Company may require each selling Holder to furnish to the Company information
      regarding such Holder and the distribution of such Registrable Securities as
      is
      required by law to be disclosed in the Registration Statement, Prospectus,
      or
      any amendment or supplement thereto, and the Company may exclude from such
      registration the Registrable Securities of any such Holder who unreasonably
      fails to furnish such information within a reasonable time after receiving
      such
      request.

     

    
      
        
        

      

      
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    If
      the
      Registration Statement refers to any Holder by name or otherwise as the holder
      of any securities of the Company, then such Holder shall have the right to
      require (if such reference to such Holder by name or otherwise is not required
      by the Securities Act or any similar federal statute then in force) the deletion
      of the reference to such Holder in any amendment or supplement to the
      Registration Statement filed or prepared subsequent to the time that such
      reference ceases to be required.

    


    Each
      Holder covenants and agrees that it will not sell any Registrable Securities
      under the Registration Statement until the Company has electronically filed
      the
      Prospectus as then amended or supplemented as contemplated in Section 3(g)
      and
      notice from the Company that the Registration Statement and any post-effective
      amendments thereto have become effective as contemplated by Section
      3(c).

    


    Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of any event of the
      kind
      described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v), 3(c)(vi) or 3(o),
      such Holder will forthwith discontinue disposition of such Registrable
      Securities under the Registration Statement until such Holder's receipt of
      the
      copies of the supplemented Prospectus and/or amended Registration Statement
      contemplated by Section 3(j), or until it is advised in writing (the
      "Advice")
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement.

    


    (o) If
      (i)
      there is material non-public information regarding the Company which the
      Company's Board of Directors (the "Board")
      determines not to be in the Company's best interest to disclose and which the
      Company is not otherwise required to disclose, (ii) there is a significant
      business opportunity (including, but not limited to, the acquisition or
      disposition of assets (other than in the ordinary course of business) or any
      merger, consolidation, tender offer or other similar transaction) available
      to
      the Company which the Board determines not to be in the Company's best interest
      to disclose, or (iii) the Company is required to file a post-effective amendment
      to the Registration Statement to incorporate the Company’s quarterly and annual
      reports and audited financial statements on Forms 10-Q and 10-K, then the
      Company may (x) postpone or suspend filing of a registration statement for
      a
      period not to exceed thirty (30) consecutive days or (y) postpone or suspend
      effectiveness of a registration statement for a period not to exceed twenty
      (20)
      consecutive days; provided that the Company may not postpone or suspend
      effectiveness of a registration statement under this Section 3(o) for more
      than
      forty-five (45) days in the aggregate during any three hundred sixty (360)
      day
      period; provided,
      however,
      that no
      such postponement or suspension shall be permitted for consecutive twenty (20)
      day periods arising out of the same set of facts, circumstances or
      transactions.

     

    
      
        
        

      

      
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    4. Registration
      Expenses.

    


    All
      fees
      and expenses incident to the performance of or compliance with this Agreement
      by
      the Company, except as and to the extent specified in this Section 4, shall
      be
      borne by the Company whether or not the Registration Statement is filed or
      becomes effective and whether or not any Registrable Securities are sold
      pursuant to the Registration Statement. The fees and expenses referred to in
      the
      foregoing sentence shall include, without limitation, (i) all registration
      and
      filing fees (including, without limitation, fees and expenses (A) with respect
      to filings required to be made with the NASDAQ and
      each
      other securities exchange or market on which Registrable Securities are required
      hereunder to be listed, if any (B) with respect to filing fees required to
      be
      paid to the National Association of Securities Dealers, Inc. and the NASD
      Regulation, Inc. (including, without limitation, pursuant to NASD Rule 2710)
      and
      (C) in compliance with state securities or Blue Sky laws (including, without
      limitation, fees and disbursements of counsel for the Holders in connection
      with
      Blue Sky qualifications of the Registrable Securities and determination of
      the
      eligibility of the Registrable Securities for investment under the laws of
      such
      jurisdictions as the Holders of a majority of Registrable Securities may
      designate)), (ii) printing expenses (including, without limitation, expenses
      of
      printing certificates for Registrable Securities and of printing prospectuses
      if
      the printing of prospectuses is requested by the holders of a majority of the
      Registrable Securities included in the Registration Statement), (iii) messenger,
      telephone and delivery expenses, (iv) reasonable and itemized fees and
      disbursements of counsel for the Company and Sizenchia Ross Friedman Ference
      LLP
      (such counsel fees not to exceed $5,000), (v) Securities Act liability
      insurance, if the Company so desires such insurance, and (vi) fees and expenses
      of all other Persons retained by the Company in connection with the consummation
      of the transactions contemplated by this Agreement, including, without
      limitation, the Company's independent public accountants (including the expenses
      of any comfort letters or costs associated with the delivery by independent
      public accountants of a comfort letter or comfort letters). In addition, the
      Company shall be responsible for all of its internal expenses incurred in
      connection with the consummation of the transactions contemplated by this
      Agreement (including, without limitation, all salaries and expenses of its
      officers and employees performing legal or accounting duties), the expense
      of
      any annual audit, the fees and expenses incurred in connection with the listing
      of the Registrable Securities on any securities exchange if required hereunder.
      The Company shall not be responsible for any discounts, commissions, transfer
      taxes or other similar fees incurred by the Holders in connection with the
      sale
      of the Registrable Securities.

    


    5. Indemnification.

    


    (a) Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder, the officers, directors, managers, partners, members,
      shareholders, agents, brokers, investment advisors and employees of each of
      them, each Person who controls any such Holder (within the meaning of Section
      15
      of the Securities Act or Section 20 of the Exchange Act) and the officers,
      directors, agents and employees of each such controlling Person, to the fullest
      extent permitted by applicable law, from and against any and all losses, claims,
      damages, liabilities, costs (including, without limitation, costs of preparation
      and attorneys' fees) and expenses (collectively, "Losses"),
      as
      incurred, arising out of or relating to any violation of securities laws or
      untrue or alleged untrue statement of a material fact contained in the
      Registration Statement, any Prospectus or any form of prospectus or in any
      amendment or supplement thereto or in any preliminary prospectus, or arising
      out
      of or relating to any omission or alleged omission of a material fact required
      to be stated therein or necessary to make the statements therein (in the case
      of
      any Prospectus or form of prospectus or supplement thereto, in the light of
      the
      circumstances under which they were made) not misleading, except to the extent,
      but only to the extent, that such untrue statements or omissions are based
      solely upon information regarding such Holder or such other Indemnified Party
      furnished in writing to the Company by such Holder for use therein. The Company
      shall notify the Holders promptly of the institution, threat or assertion of
      any
      Proceeding of which the Company is aware in connection with the transactions
      contemplated by this Agreement.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    (b) Indemnification
      by Holders.
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents and employees
      of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses, as incurred, arising solely out of or based solely
      upon any untrue statement of a material fact contained in the Registration
      Statement, any Prospectus, or any form of prospectus, or in any amendment or
      supplement thereto, or arising solely out of or based solely upon any omission
      of a material fact required to be stated therein or necessary to make the
      statements therein (in the case of any Prospectus or form of prospectus or
      supplement thereto, in the light of the circumstances under which they were
      made) not misleading, to the extent, but only to the extent, that such untrue
      statement or omission is contained in any information so furnished in writing
      by
      such Holder or other Indemnifying Party to the Company specifically for
      inclusion in the Registration Statement or such Prospectus. Notwithstanding
      anything to the contrary contained herein, each Holder shall be liable under
      this Section 5(b) only for the lesser of (a) the actual damages incurred or
      (b)
      that amount as does not exceed the gross proceeds to such Holder as a result
      of
      the sale of his, her or its Registrable Securities pursuant to such Registration
      Statement.

    


    (c) Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an "Indemnified
      Party"),
      such
      Indemnified Party promptly shall promptly notify the Person from whom indemnity
      is sought (the "Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party shall be entitled to assume the defense
      thereof, including the employment of counsel reasonably satisfactory to the
      Indemnified Party and the payment of all fees and expenses incurred in
      connection with defense thereof; provided that the failure of any Indemnified
      Party to give such notice shall not relieve the Indemnifying Party of its
      obligations or liabilities pursuant to this Agreement, except (and only) to
      the
      extent that it shall be finally determined by a court of competent jurisdiction
      (which determination is not subject to appeal or further review) that such
      failure shall have proximately and materially adversely prejudiced the
      Indemnifying Party.

    


    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; or (2) the Indemnifying Party shall have failed promptly to assume
      the
      defense of such Proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Party in any such Proceeding; or (3) the named parties to any such
      Proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and such parties shall have been advised by counsel
      that a conflict of interest is likely to exist if the same counsel were to
      represent such Indemnified Party and the Indemnifying Party (in which case,
      if
      such Indemnified Party notifies the Indemnifying Party in writing that it elects
      to employ separate counsel at the expense of the Indemnifying Party, the
      Indemnifying Party shall not have the right to assume the defense thereof and
      such counsel shall be at the expense of the Indemnifying Party). The
      Indemnifying Party shall not be liable for any settlement of any such Proceeding
      effected without its written consent, which consent shall not be unreasonably
      withheld or delayed. No Indemnifying Party shall, without the prior written
      consent of the Indemnified Party, effect any settlement of any pending or
      threatened Proceeding in respect of which any Indemnified Party is a party
      and
      indemnity has been sought hereunder, unless such settlement includes an
      unconditional release of such Indemnified Party from all liability on claims
      that are the subject matter of such Proceeding.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    All
      indemnifiable fees and expenses of the Indemnified Party (including reasonable
      fees and expenses incurred in connection with investigating or preparing to
      defend such Proceeding in a manner not inconsistent with this Section) shall
      be
      paid to the Indemnified Party, as incurred, within ten (10) Business Days of
      written notice thereof to the Indemnifying Party (regardless of whether it
      is
      ultimately determined that an Indemnified Party is not entitled to
      indemnification hereunder; provided,
      that the Indemnified Party shall reimburse all such fees and expenses to the
      extent it is finally judicially determined that such Indemnified Party is not
      entitled to indemnification hereunder).

    


    (d) Contribution.
      If a
      claim for indemnification under Section 5(a) or 5(b) is due but unavailable
      to
      an Indemnified Party because of a failure or refusal of a governmental authority
      to enforce such indemnification in accordance with its terms (by reason of
      public policy or otherwise), then each Indemnifying Party, in lieu of
      indemnifying such Indemnified Party, shall contribute to the amount paid or
      payable by such Indemnified Party as a result of such Losses, in such proportion
      as is appropriate to reflect the relative benefits received by the Indemnifying
      Party on the one hand and the Indemnified Party on the other. If, but only
      if,
      the allocation provided by the foregoing sentence is not permitted by applicable
      law, the allocation of contribution shall be made in such proportion as is
      appropriate to reflect not only the relative benefits referred to in the
      foregoing sentence but also the relative fault, as applicable, of the
      Indemnifying Party and Indemnified Party in connection with the actions,
      statements or omissions that resulted in such Losses as well as any other
      relevant equitable considerations. The relative fault of such Indemnifying
      Party
      and Indemnified Party shall be determined by reference to, among other things,
      whether any action in question, including any untrue or alleged untrue statement
      of a material fact or omission or alleged omission of a material fact, has
      been
      taken or made by, or relates to information supplied by, such Indemnifying
      Party
      or Indemnified Party, and the parties'
      relative intent, knowledge, access to information and opportunity to correct
      or
      prevent such action, statement or omission. The amount paid or payable by a
      party as a result of any Losses shall be deemed to include, subject to the
      limitations set forth in Section 5(c), any reasonable attorneys' or other
      reasonable fees or expenses incurred by such party in connection with any
      Proceeding to the extent such party would have been indemnified for such fees
      or
      expenses if the indemnification provided for in this Section was available
      to
      such party in accordance with its terms. In no event shall any selling Holder
      be
      required to contribute an amount under this Section 5(d) in excess of the gross
      proceeds received by such Holder upon sale of such Holder’s Registrable
      Securities pursuant to the Registration Statement giving rise to such
      contribution obligation.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph. No Person
      guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
      of
      the Securities Act) shall be entitled to contribution from any Person who was
      not guilty of such fraudulent misrepresentation.

    


    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties pursuant to the law.

     

    7. Miscellaneous.

    


    (a) Remedies.
      In the
      event of a breach by the Company or by a Holder, of any of their obligations
      under this Agreement, such Holder or the Company, as the case may be, in
      addition to being entitled to exercise all rights granted by law and under
      this
      Agreement, including recovery of damages, will be entitled to specific
      performance of its rights under this Agreement.
      The Company and each Holder agree that monetary damages would not
      provide adequate
      compensation for any losses incurred by reason of a breach by it of any of
      the
      provisions of this Agreement and hereby further agrees that, in the event of
      any
      action for specific performance in respect of such breach, it shall waive the
      defense that a remedy at law would be adequate.

    


    (b) Failure
      to File Registration Statement and Other Events.
      The
      Company and the Holders agree that the Holders will suffer damages if the
      Registration Statement is not filed on or prior to the Filing Date and not
      declared effective by the Commission on or prior to the Effectiveness Date
      and
      maintained in the manner contemplated herein during the Effectiveness Period
      or
if certain other events occur. The Company and the Holders further agree that
      it
      would not be feasible to ascertain the extent of such damages with precision.
      Accordingly, if (A) the Registration Statement is not filed on or prior to
      the
      Filing Date, or (B) the Registration Statement is not declared effective by
      the
      Commission on or prior to the Effectiveness Date, or (C) the Company fails
      to
      file with the Commission a request for acceleration in accordance with Rule
      461
      promulgated under the Securities Act within three (3) Business Days of the
      date
      that the Company is notified (orally or in writing, whichever is earlier) by
      the
      Commission that a Registration Statement will not be "reviewed," or not subject
      to further review, or (D) the Registration Statement is filed with and declared
      effective by the Commission but thereafter ceases to be effective as to all
      Registrable Securities at any time prior to the expiration of the Effectiveness
      Period, without being succeeded immediately by a subsequent Registration
      Statement filed with and declared effective by the Commission in accordance
      with
      Section 2(a) hereof, or (E) the Company has breached Section 3(o) of this
      Agreement, or (F) trading in the Common Stock shall be suspended or if the
      Common Stock is no longer quoted on or is delisted from the NASDAQ (or other
      principal exchange on which the Common Stock is traded) for any reason for
      more
      than three (3) Business Days in the aggregate (any such failure or breach being
      referred to as an "Event,"
      and
      for purposes of clauses (A) and (B) the date on which such Event occurs, or
      for
      purposes of clauses (C) and (F) the date on which such three (3) Business Day
      period is exceeded, or for purposes of clause (D) after more than fifteen (15)
      Business Days, being referred to as "Event
      Date"),
      the
      Company shall pay an amount in cash as liquidated damages to each Holder equal
      to 0.75% of the value of such Holder’s Registrable Securities (using a value of
      $2.20 per share to calculate the value of such Holder’s Registrable Securities):
      (1) on the Event Date; and (2) for each calendar month or portion thereof
      thereafter from the Event Date until the applicable Event is cured; provided,
      however,
      that in
      no event shall the amount of liquidated damages payable at any time and from
      time to time to any Holder pursuant to this Section 7(b) exceed an aggregate
      of
      7.5% of the amount of the Holder’s Registrable Securities (using a value of
      $2.20 per share to calculate the amount of such Holder’s Registrable
      Securities); and provided, further, that notwithstanding the foregoing, in
      the
      event the Commission does not permit all of the Registrable Securities to be
      included in a Registration Statement because of its application of Rule 415,
      no
      liquidated damages shall be payable pursuant to this Section by the Company
      with
      respect to any Registrable Securities that the Company was not permitted to
      include on such Registration Statement due to the Commission’s application of
      Rule 415. Notwithstanding anything to the contrary in this paragraph (b), if
      (a)
      any of the Events described in clauses (A), (B), (C), (D) or (F) shall have
      occurred, (b) on or prior to the applicable Event Date, the Company shall have
      exercised its rights under Section 3(o) hereof and (c) the postponement or
      suspension permitted pursuant to such Section 3(o) shall remain effective as
      of
      such applicable Event Date, then the applicable Event Date shall be deemed
      instead to occur on the second Business Day following the termination of such
      postponement or suspension. Liquidated damages payable by the Company pursuant
      to this Section 7(b) shall be payable on the Event Date and the first
      (1st)
      Business Day of each thirty (30) day period following the Event
      Date.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (c) No
      Inconsistent Agreements.
      Neither
      the Company nor any of its subsidiaries has, as of the date hereof entered
      into
      and currently in effect, nor shall the Company or any of its subsidiaries,
      on or
      after the date of this Agreement, enter into any agreement with respect to
      its
      securities that is inconsistent with the rights granted to the Holders in this
      Agreement or otherwise conflicts with the provisions hereof. Except as disclosed
      in Schedule
      2.1(c)
      of the
      Purchase Agreement, Schedule
      I
      thereto
      or Schedule
      II
      hereto,
      neither the Company nor any of its subsidiaries has previously entered into
      any
      agreement currently in effect granting any registration rights with respect
      to
      any of its securities to any Person. Without limiting the generality of the
      foregoing, without the written consent of the Holders of 75% of the then
      outstanding Registrable Securities, the Company shall not grant to any Person
      the right to request the Company to register any securities of the Company
      under
      the Securities Act unless the rights so granted are subject in all respects
      to
      the prior rights in full of the Holders set forth herein, and are not otherwise
      in conflict with the provisions of this Agreement.

    


    (d) No
      Piggyback on Registrations.
      Neither
      the Company nor any of its security holders (other than the Holders in such
      capacity pursuant hereto or as disclosed in Schedule
      2.1(c)
      of the
      Purchase Agreement, Schedule
      I
      thereto
      or Schedule
      II
      hereto)
      may include securities of the Company in the Registration Statement, and the
      Company shall not after the date hereof enter into any agreement providing
      such
      right to any of its security holders, unless the right so granted is subject
      in
      all respects to the prior rights in full of the Holders set forth herein, and
      is
      not otherwise in conflict with the provisions of this Agreement

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    (e) Shares
      Held by the Company and its Affiliates.
      Whenever the consent or approval of Holders of a specified percentage of
      Registrable Securities is required hereunder, Registrable Securities held by
      the
      Company or its Affiliates (other than any Holder or transferees or successors
      or
      assigns thereof if such Holder is deemed to be an Affiliate solely by reason
      of
      its holdings of such Registrable Securities) shall not be counted in determining
      whether such consent or approval was given by the Holders of such required
      percentage

    


    (f) Assignment
      of Registration Rights.
      The
      rights of each Holder hereunder, including the right to have the Company
      register for resale Registrable Securities in accordance with the terms of
      this
      Agreement, shall be automatically assignable by each Holder to any Person who
      acquires all or a portion of
      the
      Registrable Securities if: (i) the Holder agrees in writing with the transferee
      or assignee to assign such rights, and a copy of such agreement is furnished
      to
      the Company within a reasonable time after such assignment, (ii) the Company
      is,
      within a reasonable time after such transfer or assignment, furnished with
      written notice of (a) the name and address of such transferee or assignee,
      and
      (b) the securities with respect to which such registration rights are being
      transferred or assigned, (iii) following such transfer or assignment the further
      disposition of such securities by the transferee or assignees is restricted
      under the Securities Act and applicable state securities laws unless such
      securities are registered in a Registration Statement under this Agreement
      (in
      which case the Company shall be obligated to amend such Registration Statement
      to reflect such transfer or assignment) or are otherwise exempt from
      registration, (iv) at or before the time the Company receives the written notice
      contemplated by clause (ii) of this Section, the transferee or assignee agrees
      in writing with the Company to be bound by all of the provisions of this
      Agreement, and (v) such transfer shall have been made in accordance with the
      applicable requirements of the Purchase Agreement. The rights to assignment
      shall apply to the Holders (and to subsequent) successors and
      assigns.

    


    (g) Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company, the Shareholders provided that they own Registrable
      Securities at the time such amendment or waiver is sought, and the Holders
      of
      seventy-five percent (75%) of the Registrable Securities outstanding, the
      calculation of which shall include the Shareholder’s percentage of ownership of
      Registrable Securities.
      

     

    (h) Notices.
      Any
      notice, demand, request, waiver or other communication required or permitted
      to
      be given hereunder shall be in writing and shall be effective (a) upon hand
      delivery, telecopy 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) on the second business day following the date of mailing
      by express courier service, fully prepaid, addressed to such address, or upon
      actual receipt of such mailing, whichever shall first occur. 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

            


    

      

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              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 Shareholder:

            	 	
              At
                the address of such Shareholder set forth on Schedule
                I
                to this Agreement

            
	 	 	 
	
              with
                copies to 

              (which
                shall not constitute notice):

            	 	
              Sichenzia
                Ross Friedman Ference LLP

              61
                Broadway

              New
                York, NY 10006

              Attn:
                Richard A. Friedman

              Tel:
                212.930.9700

              Fax:
                212.930.9725

            


    

     

    Any
      party
      hereto may from time to time change its address for notices by giving at least
      ten (10) days written notice of such changed address to the other party
      hereto.

    


    (e) Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns and shall inure to the benefit of each
      Holder and its successors and assigns. Neither the Shareholders, nor the Company
      may assign this Agreement or any of its rights or obligations hereunder without
      the prior written consent of the other party. 

    


    (f) Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement and shall become effective when
      counterparts have been signed by each party and delivered to the other parties
      hereto, it being understood that all parties need not sign the same counterpart.
      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.

     

    (g) Governing
      Law; Jurisdiction.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York, without giving effect to any of the conflicts
      of
      law principles which would result in the application of the substantive law
      of
      another jurisdiction. This Agreement shall not be interpreted or construed
      with
      any presumption against the party causing this Agreement to be drafted. The
      Company and the Holders agree that venue for any dispute arising under this
      Agreement will lie exclusively in the state or federal courts located in New
      York County, New York, and the parties irrevocably waive any right to raise
      forum
      non conveniens
      or any
      other argument that New York is not the proper venue. The Company and the
      Holders irrevocably consent to personal jurisdiction in the state and federal
      courts of the state of New York. The Company and the Holders consent to process
      being served in any such suit, action or proceeding by mailing a copy thereof
      to
      such party at the address in effect for notices to it under this Agreement
      and
      agrees that such service shall constitute good and sufficient service of process
      and notice thereof. Nothing in this Section 7(k) shall affect or limit any
      right
      to serve process in any other manner permitted by law. The Company and the
      Holders hereby agree that the prevailing party in any suit, action or proceeding
      arising out of or relating to this Agreement, shall be entitled to reimbursement
      for reasonable legal fees from the non-prevailing party. The parties hereby
      waive all rights to a trial by jury.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (h) Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law.

    


    (i) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held to be
      invalid, illegal, void or unenforceable in any respect, the remainder of the
      terms, provisions, covenants and restrictions set forth herein shall remain
      in
      full force and effect and shall in no way be affected, impaired or invalidated,
      and the parties hereto shall use their reasonable efforts to find and employ
      an
      alternative means to achieve the same or substantially the same result as that
      contemplated by such term, provision, covenant or restriction. It is hereby
      stipulated and declared to
      be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.

    


    (j) Headings.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    (k) Independent
      Nature of Shareholders.
      The
      Company acknowledges that the obligations of each Shareholder under this
      Agreement are several and not joint with the obligations of any other
      Shareholder, and no Shareholder shall be responsible in any way for the
      performance of the obligations of any other Shareholder under this Agreement.
      The Company acknowledges that nothing contained herein, and no action taken
      by
      any Shareholder pursuant hereto (including, but not limited to, the (i)
      inclusion of a Shareholder in the Registration Statement and (ii) review by,
      and
      consent to, such Registration Statement by a Shareholder) shall be deemed to
      constitute the Shareholders as a partnership, an association, a joint venture
      or
      any other kind of entity, or create a presumption that the Shareholders are
      in
      any way acting in concert or as a group with respect to such obligations or
      the
      transactions contemplated by this Agreement. The Company acknowledges that
      each
      Shareholder shall be entitled to independently protect and enforce its rights,
      including without limitation, the rights arising out of this Agreement, and
      it
      shall not be necessary for any other Shareholder to be joined as an additional
      party in any proceeding for such purpose. The Company acknowledges that it
      has
      elected to provide all Shareholders with the same terms for the convenience
      of
      the Company and not because it was required or requested to do so by the
      Shareholders. The Company acknowledges that such procedure with respect to
      this
      Agreement in no way creates a presumption that the Shareholders are in any
      way
      acting in concert or as a group with respect to this Agreement or the
      transactions contemplated hereby.

    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Registration Rights
      Agreement to be duly executed by their respective authorized persons as of
      the
      date first indicated above.

     

    
      	 	 	 
	 	INTERNATIONAL
              IMAGING SYSTEMS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                Mr. John Vogel

              Title:
                CEO

            


    

    
      	
            	 	 
	 	 
	 	Shareholder:
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                

              Title:

            


    

     

    [Signature
      Page to Registration Rights Agreement]

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.2

       

      Schedule
        I

    

    Shareholders

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    Plan
      of Distribution


     

    The
      selling security holders and any of their pledgees, donees, assignees and
      successors-in-interest may, from time to time, sell any or all of their shares
      of common stock being offered under this prospectus on any stock exchange,
      market or trading facility on which shares of our common stock are traded or
      in
      private transactions. These sales may be at fixed or negotiated prices. The
      selling security holders may use any one or more of the following methods when
      disposing of shares:

     

    
      	·  	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers;

            


    

     

    
      	·  	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;

            


    

     

    
      	·  	
              purchases
                by a broker-dealer as principal and resales by the broker-dealer
                for its
                account;

            


    

     

    
      	·  	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


    

     

    
      	·  	
              privately
                negotiated transactions;

            


    

     

    
      	·  	
              to
                cover short sales made after the date that the registration statement
                of
                which this prospectus is a part is declared effective by the
                Commission;

            


    

     

    
      	·  	
              broker-dealers
                may agree with the selling security holders to sell a specified number
                of
                such shares at a stipulated price per
                share;

            


    

     

    
      	·  	
              a
                combination of any of these methods of sale;
                and

            


    

     

    
      	·  	
              any
                other method permitted pursuant to applicable
                law.

            


    

     

    The
      shares may also be sold under Rule 144 under the Securities Act of 1933, as
      amended (“Securities Act”), if available, rather than under this prospectus. The
      selling security holders have the sole and absolute discretion not to accept
      any
      purchase offer or make any sale of shares if they deem the purchase price to
      be
      unsatisfactory at any particular time.

     

    The
      selling security holders may pledge their shares to their brokers under the
      margin provisions of customer agreements. If a selling security holder defaults
      on a margin loan, the broker may, from time to time, offer and sell the pledged
      shares.

     

    Broker-dealers
      engaged by the selling security holders may arrange for other broker-dealers
      to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the selling security holders (or, if any broker-dealer acts as agent for the
      purchaser of shares, from the purchaser) in amounts to be negotiated, which
      commissions as to a particular broker or dealer may be in excess of customary
      commissions to the extent permitted by applicable law.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If
      sales
      of shares offered under this prospectus are made to broker-dealers as
      principals, we would be required to file a post-effective amendment to the
      registration statement of which this prospectus is a part. In the post-effective
      amendment, we would be required to disclose the names of any participating
      broker-dealers and the compensation arrangements relating to such
      sales.

     

    The
      selling security holders and any broker-dealers or agents that are involved
      in
      selling the shares offered under this prospectus may be deemed to be
“underwriters” within the meaning of the Securities Act in connection with these
      sales. Commissions received by these broker-dealers or agents and any profit
      on
      the resale of the shares purchased by them may be deemed to be underwriting
      commissions or discounts under the Securities Act. Any broker-dealers or agents
      that are deemed to be underwriters may not sell shares offered under this
      prospectus unless and until we set forth the names of the underwriters and
      the
      material details of their underwriting arrangements in a supplement to this
      prospectus or, if required, in a replacement prospectus included in a
      post-effective amendment to the registration statement of which this prospectus
      is a part.

     

    The
      selling security holders and any other persons participating in the sale or
      distribution of the shares offered under this prospectus will be subject to
      applicable provisions of the Exchange Act, and the rules and regulations under
      that act, including Regulation M. These provisions may restrict activities
      of,
      and limit the timing of purchases and sales of any of the shares by, the selling
      security holders or any other person. Furthermore, under Regulation M, persons
      engaged in a distribution of securities are prohibited from simultaneously
      engaging in market making and other activities with respect to those securities
      for a specified period of time prior to the commencement of such distributions,
      subject to specified exceptions or exemptions. All of these limitations may
      affect the marketability of the shares.

     

    If
      any of
      the shares of common stock offered for sale pursuant to this prospectus are
      transferred other than pursuant to a sale under this prospectus, then subsequent
      holders could not use this prospectus until a post-effective amendment or
      prospectus supplement is filed, naming such holders. We offer no assurance
      as to
      whether any of the selling security holders will sell all or any portion of
      the
      shares offered under this prospectus.

     

    We
      have
      agreed to pay all fees and expenses we incur incident to the registration of
      the
      shares being offered under this prospectus. However, each selling security
      holder and purchaser is responsible for paying any discounts, commissions and
      similar selling expenses they incur. 

     

    We
      and
      the selling security holders have agreed to indemnify one another against
      certain losses, damages and liabilities arising in connection with this
      prospectus, including liabilities under the Securities Act.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    FORM
      OF NOTICE OF EFFECTIVENESS

    OF
      REGISTRATION STATEMENT

     

    Computershare
      Trust Co., Inc.

    350
      Indiana Street, Suite 800

    Golden,
      CO 80401

    Telephone:
      (303) 262-0600

    Facsimile:
      (303) 262-0631

    Attn:
      Kim
      Porter

    


    Re: INTERNATIONAL
      IMAGING SYSTEMS, INC.

     

    Ladies
      and Gentlemen:

     

    We
      are
      counsel to INTERNATIONAL
      IMAGING SYSTEMS, INC.,
      a
      Delaware corporation (the “Company”). The Company entered into a Registration
      Rights Agreement, dated October __, 2007 (the “Registration Rights Agreement”),
      with the stockholders set forth on Schedule
      I
      hereto
      (the “Stockholders”), pursuant to which the Company agreed, among other things,
      to register the Registrable Securities (as defined in the Registration Rights
      Agreement), under the Securities Act of 1933, as amended (the “1933 Act”). In
      connection with the Company’s obligations under the Registration Rights
      Agreement, on ________________, 2007, the Company filed a Registration Statement
      on Form S-1 (File No. 333-________) (the “Registration Statement”) with the
      Securities and Exchange Commission (the “SEC”) relating to the resale of the
      Registrable Securities which names each of the Stockholders as a selling
      stockholder thereunder.

    


    In
      connection with the foregoing, we advise you that a member of the SEC’s staff
      has advised us by telephone that the SEC has entered an order declaring the
      Registration Statement effective under the 1933 Act at [ENTER
      TIME OF EFFECTIVENESS]
      on
[ENTER
      DATE OF EFFECTIVENESS]
      and we
      have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that
      any stop order suspending its effectiveness has been issued or that any
      proceedings for that purpose are pending before, or threatened by, the SEC
      and
      accordingly, the Registrable Securities are available for resale under the
      1933
      Act pursuant to the Registration Statement.

     

    
      	 	Very truly
              yours,
	 	 	 
	 	LOEB
&
              LOEB LLP
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            


    

    


    cc: [LIST
      NAMES OF STOCKHOLDERS]