EXHIBIT 10.3

                                LOCK-UP AGREEMENT

         This  LOCK-UP  AGREEMENT  (this  "Agreement"),  dated as of January 20,
2005. is entered into by and between Medina Coffee,  Inc., a Nevada  corporation
(the "Company"), and Xiangqian Li, in his individual capacity ("Li").

         WHEREAS,  on even  date  the  Company's  wholly-owned  subsidiary,  BAK
International,  Ltd. ("BAK"),  completed a private offering  ("Offering") of its
securities in which investors agreed to participate, subject to Li entering into
this Agreement with the Company; and

         WHEREAS,  Li has agreed to enter into this  Agreement as a condition to
closing of the Offering.

         NOW THEREFORE,  in consideration  of the foregoing,  and for other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, the undersigned hereby agree as follows:

                                   AGREEMENT:

         1.  Except  for  distributions   required  under  that  certain  Escrow
Agreement,  dated as of even date (the "Escrow  Agreement"),  a copy of which is
attached hereto as Exhibit "A" and incorporated herein by this reference, by and
among  the  Company,  each  of the  subscribers  to the  Offering  "),  Li,  and
Securities  Transfer  Corporation,  for a period of 12 months  from the date the
Company's  common  capital  stock is  listed on a  national  stock  exchange  or
quotation medium (the "Lock-up  Period"),  the undersigned will not, without the
prior written consent of the Company,  directly or indirectly,  (i) offer, sell,
assign,  transfer,  pledge,  contract  to sell (if such  sale  would or could be
consummated  within the Lock-Up  Period),  hypothecate  or otherwise  dispose of
(collectively,  "Transfer")  any of the 21,233,437  shares (the "Shares") of the
Company's  common capital stock held by him as of even date, (ii) enter into any
swap,  hedge or similar  agreement or arrangement  that transfers in whole or in
part,  the economic risk of ownership of the Shares or (iii) engage in any short
selling of the Shares;  provided,  however, that nothing in this Agreement shall
prevent the  undersigned  from  entering into any legally  permissible  hedge or
collar transaction (or similar  transaction) that does not permit or require the
Shares to be Transferred into the open market or that would or could result in a
change of  beneficial  ownership  of the Shares prior to the  expiration  of the
Lock-Up  Period.  In addition,  the undersigned  agrees that,  without the prior
written  consent of the Company,  the  undersigned  will not, during the Lock-up
Period,  make  any  demand  for or  exercise  any  rights  with  respect  to the
registration of any Shares.

         2. Notwithstanding the foregoing,  the undersigned may (a) transfer any
or all of the Shares,  as the case may be, by gift,  will or  intestacy,  or (b)
pledge  or  hypothecate  such  Shares  in  connection  with  a  bona  fide  loan
transaction; provided, however, that in any such case it shall be a condition to
the  transfer  or pledge that the  transferee  or pledgee  execute an  agreement
stating  that the  transferee  or pledgee is  receiving  and  holding the Shares
subject  to the  provisions  of this  Agreement,  and there  shall be no further
transfer of such Shares except in accordance with this Agreement.


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         3. The  undersigned  agrees  that the Company  may,  and in the case of
clause (ii) that the undersigned  will, cause the transfer agent for the Company
to note stop transfer  instructions  with respect to such Shares on the transfer
books and records of the transfer agent or the Company, as applicable.

         4. The  undersigned  understands  that the  parties  to  Offering  will
proceed with the Offering in reliance on this Agreement.

         5. The undersigned  hereby represents and warrants that the undersigned
has full power and authority to enter into this Agreement.  All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of the
undersigned  and any  obligations of the  undersigned  shall be binding upon the
heirs, personal representatives, successors and assigns of the undersigned.

         6. This  Agreement may not be changed except in a writing signed by the
person(s) against whose interest such change shall operate. This Agreement shall
be  governed  by and  construed  under the laws of the  State of Nevada  without
regard to principles of conflicts of law.

         7. This Agreement shall be deemed to be jointly prepared by the parties
hereto,  and no ambiguity  herein shall be construed for or against either party
based upon the identity of the author of this Agreement or any provision hereof.

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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed as of the date first above written.

                                               Medina Coffee, Inc.,
                                               a Nevada corporation


                                               By: /s/
                                                  ------------------------------

                                               Name:
                                                    ----------------------------

                                               Title:
                                                     ---------------------------



                                               LI:

                                                /s/ Xiangqian Li
                                               ---------------------------------
                                               Name: Xiangqian Li