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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<PAGE>

         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




<PAGE>

                                ESCROW AGREEMENT

         This Escrow Agreement (the "Agreement"), dated effective as of the last
date set forth opposite the respective  signatories  hereto,  is entered into by
and among BAK International, Ltd., a Hong Kong corporation (the "Company"), each
of the subscribers to the Company's  private  offering of securities  identified
below  (collectively,  the "Subscribers"),  and Securities Transfer  Corporation
(hereinafter referred to as "Escrow Agent").

         WHEREAS,  the Company and each of the  Subscribers  have entered into a
Subscription  Agreement (the  "Subscription  Agreement")  pursuant to which each
Subscriber  has agreed to purchase from the Company,  and the Company has agreed
to sell to each  Subscriber,  the  number of shares of the  common  stock of the
Company identified therein;

         WHEREAS,  pursuant to the Subscription  Agreement,  the Company and the
Subscribers  have agreed to establish an escrow on the terms and  conditions set
forth in this Agreement;

         WHEREAS, the Escrow Agent has agreed to act as escrow agent pursuant to
the terms and conditions of this Agreement; and

         WHEREAS,  all capitalized  terms used but not defined herein shall have
the meanings assigned them in the Subscription Agreement;

         NOW, THEREFORE,  in consideration of the mutual promises of the parties
and the terms and conditions hereof, the parties hereby agree as follows:

         1.  Appointment of Escrow Agent. The Subscribers and the Company hereby
appoint  Securities  Transfer  Corporation  as Escrow Agent to act in accordance
with the terms and  conditions  set forth in this  Agreement,  and Escrow  Agent
hereby accepts such  appointment and agrees to act in accordance with such terms
and conditions.

         2.  Establishment of Escrow. All amounts invested by the Subscribers as
identified in each accepted  Subscription  Agreement shall be deposited with the
Escrow Agent in immediately available funds by federal wire transfer, such funds
being referred to herein as the "Escrow Funds".

         3.  Segregation  of Escrow Funds.  The Escrow Funds shall be segregated
from the assets of Escrow Agent and held in trust for the benefit of the Company
and the Subscribers in accordance herewith.

         4. Receipt and Investment of Funds.

                  (a)  Escrow  Agent  agrees  to  place  the  Escrow  Funds in a
non-interest  bearing  and  Federally  insured  depository  account.  Subject to
Section 7.3 hereof,  Escrow Agent shall have no liability for any loss resulting
from the deposit of the Escrow Funds.

                  (b) The Escrow Agent shall cause to be prepared all income and
other tax returns and reports the Escrow Agent,  in its sole  discretion,  deems
necessary or advisable in order to comply with all tax and other laws, rules and
regulations applicable to the Escrow Funds.

         5. Disbursement of the Escrow Funds.

                  (a) Duration.  This Agreement  shall terminate on the first to
occur of the following dates:

                           (i) on the  Closing  Date of the  Offering,  at which
         time the Escrow Funds shall be delivered to the Company; or

                           (ii)  on the  termination  date of the  Offering,  in
         which event the Escrow Funds shall be returned to the Subscribers.

                           Either of the forgoing dates may be extended by joint
         written instructions to Escrow Agent by the Company and the Subscribers
         (any such date, or any later date to which any prior  Termination  Date
         has been so  extended  being  referred  to herein  as the  "Termination
         Date"). On the Termination Date, Escrow Agent shall disburse the Escrow
         Funds it then holds in accordance with the provisions of this Agreement
         and this  Agreement  shall  terminate,  whereupon all of Escrow Agent's
         liabilities  and  obligations in connection with the Escrow Funds shall
         terminate

         6. Interpleader.  Should any controversy arise among the parties hereto
with  respect to this  Agreement  or with  respect  to the right to receive  the
Escrow  Funds,  Escrow Agent shall have the right to consult  counsel  and/or to
institute an  appropriate  interpleader  action to  determine  the rights of the
parties.  Escrow Agent is also hereby  authorized  to  institute an  appropriate
interpleader  action upon receipt of a written  letter of direction  executed by
the parties so directing  Escrow Agent. If Escrow Agent is directed to institute
an appropriate  interpleader action, it shall institute such action not prior to
thirty (30) days after  receipt of such letter of  direction  and not later than
sixty  (60)  days  after  such  date.  Any  interpleader  action  instituted  in
accordance  with  this  Section  6 shall  be filed  in any  court  of  competent
jurisdiction  in Dallas  County,  Texas,  and the portion of the Escrow Funds in
dispute  shall be deposited  with the court and in such event Escrow Agent shall
be relieved of and discharged from any and all obligations and liabilities under
and pursuant to this Agreement with respect to that portion of the Escrow Funds.

         7. Exculpation and Indemnification of Escrow Agent.

                  (a)  Escrow  Agent is not a party  to,  and is not bound by or
charged with notice of any agreement out of which this escrow may arise.  Escrow
Agent acts under this Agreement as a depositary  only and is not  responsible or
liable in any manner whatsoever for the sufficiency, correctness, genuineness or
validity of the subject  matter of the escrow,  or any part thereof,  or for the
form or execution of any notice given by any other party  hereunder,  or for the
identity or authority of any person  executing any such notice or depositing the
Escrow Funds.  Escrow Agent will have no duties or  responsibilities  other than
those  expressly  set forth  herein.  Escrow Agent will be under no liability to
anyone by reason of any  failure  on the part of any party  hereto  (other  than


<PAGE>

Escrow  Agent) or any maker,  endorser  or other  signatory  of any  document to
perform  such  person's  or  entity's  obligations  hereunder  or under any such
document. Except for this Agreement and instructions to Escrow Agent pursuant to
the terms of this Agreement, Escrow Agent will not be obligated to recognize any
agreement  between or among any or all of the  persons or  entities  referred to
herein, notwithstanding its knowledge thereof.

                  (b) Escrow  Agent  will not be liable for any action  taken or
omitted  by it, or any action  suffered  by it to be taken or  omitted,  in good
faith and in the exercise of its own best  judgment,  and may rely  conclusively
on,  and  will  be  protected  in  acting  upon,  any  order,  notice,   demand,
certificate, or opinion or advice of counsel (including counsel chosen by Escrow
Agent), statement, instrument, report or other paper or document (not only as to
its due execution and the validity and effectiveness of its provisions, but also
as to the truth and acceptability of any information therein contained) which is
reasonably  believed by Escrow Agent to be genuine and to be signed or presented
by the proper person or persons.  The duties and  responsibilities of the Escrow
Agent  hereunder  shall be determined  solely by the express  provisions of this
Agreement and no other or further duties or  responsibilities  shall be implied,
including,  but not limited to, any  obligation  under or imposed by any laws of
the State of Texas upon fiduciaries.

                  (c)  Escrow  Agent  will be  indemnified  and  held  harmless,
jointly and severally,  by the Company and the Subscribers  from and against any
expenses,  including  reasonable  attorneys' fees and disbursements,  damages or
losses suffered by Escrow Agent in connection  with any claim or demand,  which,
in any way,  directly or indirectly,  arises out of or relates to this Agreement
or the  services of Escrow  Agent  hereunder;  except,  that if Escrow  Agent is
guilty of willful  misconduct,  fraud or gross  negligence under this Agreement,
then Escrow Agent will bear all losses, damages and expenses arising as a result
of such  willful  misconduct,  fraud or gross  negligence.  Promptly  after  the
receipt  by  Escrow  Agent  of  notice  of  any  such  demand  or  claim  or the
commencement of any action, suit or proceeding relating to such demand or claim,
Escrow Agent will notify the other parties  hereto in writing.  For the purposes
hereof,  the terms "expense" and "loss" will include all amounts paid or payable
to satisfy any such claim or demand, or in settlement of any such claim, demand,
action,  suit or  proceeding  settled  with the express  written  consent of the
parties  hereto,  and all costs and  expenses,  including,  but not  limited to,
reasonable attorneys' fees and disbursements,  paid or incurred in investigating
or defending against any such claim,  demand,  action,  suit or proceeding.  The
provisions of this Section 7 shall survive the termination of this Agreement.

         8.  Compensation of Escrow Agent.  The Company will pay Escrow Agent an
amount  equal to Escrow  Agent's  standard  fee  schedule  rate for all services
rendered by Escrow Agent hereunder.

         9.  Resignation  of  Escrow  Agent.  At any time,  upon ten (10)  days'
written  notice to the Company,  Escrow Agent may resign and be discharged  from
its  duties  as  Escrow  Agent  hereunder.  As soon  as  practicable  after  its
resignation,  Escrow Agent will promptly  turn over to a successor  escrow agent
appointed  by  the  Company  all  monies  and  property  held   hereunder   upon
presentation  of a document  appointing  the new escrow agent and evidencing its
acceptance thereof.  If, by the end of the 10-day period following the giving of
notice of resignation by Escrow Agent,  the Company shall have failed to appoint
a successor escrow agent,  Escrow Agent may interplead the Escrow Funds into the
registry of any court having jurisdiction.



<PAGE>

         10. Method of Distribution by Escrow Agent. All disbursements by Escrow
Agent to a party to this  Agreement will be made by wire transfer of immediately
available funds to an account  designated in writing by the party to receive any
such payment.

         11.  Records.  Escrow  Agent  shall  maintain  accurate  records of all
transactions  hereunder.  Promptly after the termination of this Agreement or as
may  reasonably be requested by the parties hereto from time to time before such
termination,  Escrow Agent shall provide the parties hereto, as the case may be,
with a complete copy of such records, certified by Escrow Agent to be a complete
and accurate account of all such transactions. The authorized representatives of
each of the  parties  hereto  shall have access to such books and records at all
reasonable  times during normal business hours upon reasonable  notice to Escrow
Agent.

         12. Notice. All notices,  communications  and instructions  required or
desired to be given under this  Agreement must be in writing and shall be deemed
to be duly  given  if sent by  registered  or  certified  mail,  return  receipt
requested, or overnight courier to the following addresses:

         If to Escrow Agent:          Securities Transfer Corporation
                                      2591 Dallas Parkway, Suite 102
                                      Frisco, Texas 75034
                                      Attention: Kevin Halter

         If to the Company:           BAK Industrial Zone
                                      Atou Village
                                      Kui Chong Town
                                      Lunggang District
                                      Shenzhen, China 518119
                                      Attention: Li Xiang Qian, President

         If to the Subscribers:       Addresses noted in their respective
                                      Subscription Agreements


or to such other address and to the attention of such other person as any of the
above may have  furnished  to the other  parties in  writing  and  delivered  in
accordance with the provisions set forth above.

         13.  Execution  in  Counterparts.  This  Agreement  may be  executed in
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

         14.  Assignment  and  Modification.  This  Agreement and the rights and
obligations  hereunder of any of the parties hereto may not be assigned  without
the prior written consent of the other parties hereto. Subject to the foregoing,
this  Agreement  will be  binding  upon and inure to the  benefit of each of the
parties hereto and their respective  successors and permitted assigns.  No other
person will acquire or have any rights under,  or by virtue of, this  Agreement.


<PAGE>

No portion of the Escrow  Funds shall be subject to  interference  or control by
any creditor of any party hereto, or be subject to being taken or reached by any
legal or equitable process in satisfaction of any debt or other liability of any
such party  hereto  prior to the  disbursement  thereof to such party  hereto in
accordance with the provisions of this Agreement.  This Agreement may be changed
or modified only in writing signed by all of the parties hereto.

         15.  APPLICABLE  LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE  WITH THE LAWS OF THE STATE OF TEXAS  APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED  THEREIN,  EXCEPT THAT THE PORTIONS OF THE TEXAS TRUST CODE,
SECTION 111.001, ET SEQ. OF THE TEXAS PROPERTY CODE, CONCERNING FIDUCIARY DUTIES
AND  LIABILITIES  OF  TRUSTEES  SHALL NOT APPLY TO THIS  AGREEMENT.  THE PARTIES
EXPRESSLY  WAIVE SUCH DUTIES AND  LIABILITIES,  IT BEING THEIR  INTENT TO CREATE
SOLELY AN AGENCY RELATIONSHIP AND HOLD THE ESCROW AGENT LIABLE ONLY IN THE EVENT
OF ITS WILLFUL MISCONDUCT, FRAUD, OR GROSS NEGLIGENCE. ANY LITIGATION CONCERNING
THE SUBJECT  MATTER OF THIS  AGREEMENT  SHALL BE  EXCLUSIVELY  PROSECUTED IN THE
COURTS OF  DALLAS  COUNTY,  TEXAS,  AND ALL  PARTIES  CONSENT  TO THE  EXCLUSIVE
JURISDICTION AND VENUE OF THOSE COURTS.

         16.  Headings.  The  headings  contained  in  this  Agreement  are  for
convenience  of  reference  only and shall not affect the  construction  of this
Agreement.

         17.  Attorneys'  Fees. If any action at law or in equity,  including an
action for declaratory relief, is brought to enforce or interpret the provisions
of this Agreement,  the prevailing party shall be entitled to recover reasonable
attorneys'  fees from the other  party  (unless  such other  party is the Escrow
Agent), which fees may be set by the court in the trial of such action or may be
enforced in a separate action brought for that purpose,  and which fees shall be
in addition to any other relief that may be awarded.





















<PAGE>

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date set forth opposite their respective names.

                                           BAK International, Ltd.


                                           By:    ______________________________
                                           Its:   ______________________________
                                           Dated: ______________________________


                                           SECURITIES TRANSFER CORPORATION


                                           By:    ______________________________
                                           Its:   ______________________________
                                           Dated: ______________________________


                                           SUBSCRIBERS:

                                           _____________________________________