Exhibit 4(c)

                LOCK-UP AGREEMENT FOR BSI2000, INC. SHAREHOLDERS

This Lock-Up Agreement (the "Agreement") is between BSI2000, Inc. ("BSI") and
its Shareholders as listed on Exhibit A to this agreement.

Where As BSI has entered into a Merger Agreement dated April 23, 2002 with
Knowledge Foundations, Inc., a Delaware Corporation ("KFI") and

Where As the Merger Agreement requires as a condition of KFI's obligation to
close that BSI shareholders execute agreements not to sell the KFI shares they
will receive (the "KFI shares") into the public market, therefore

In Consideration of the KFI shares to be received by the Shareholders upon the
closing of the merger, BSI and its Shareholders, with respect to the KFI shares
to be received in exchange for the BSI shares held by the Shareholders (the
number of KFI shares is set forth on Exhibit A),

Agree As Follows:

      1.    All Officers, Directors, Affiliates, and Employees agree not to sell
            their KFI shares in the public market for a period of two years from
            the effective date of the merger.

      2.    All BSI Shareholders not covered by 1 above agree not to sell their
            KFI shares in the public market for a period of one year from the
            effective date of the merger. The foregoing notwithstanding, the KFI
            shares to be received by D. David Breen in exchange for 250,000 BSI
            shares, the KFI shares to be received by Bernie Ciazza in exchange
            for 30,000 BSI shares, and the KFI shares to be received by John
            Sloan in exchange for 30,000 BSI shares shall be exempt from this
            agreement.

      3.    This Agreement does not prohibit the sale of the shares which are
            the subject of this Agreement from being sold in private
            transactions pursuant to Section 4(1) of the Securities Act so long
            as the transferee agrees to abide by the remaining term of this
            Agreement. In all such transactions compliance with the terms of
            this Agreement must be established to the satisfaction of the KFI.

      4.    Stop transfer instructions will be issued to the stock transfer
            agent for all shares which are the subject of this Agreement. All
            certificates representing ownership of shares with are the subject
            of this Agreement will bear the following legend:

                  "Any sale or transfer of the shares represented by this
                  certificate is subject to a Lock-Up Agreement between the
                  Company and the shareholder. Any sale or transfer of the
                  shares represented by this certificate must be in accordance
                  with the terms of the Agreement and compliance with the terms
                  of the Agreement must be established to the satisfaction of
                  the Company."

      5.    This Agreement will terminate with respect to all shares and
            Shareholders immediately upon KFI generating $10 million in gross
            revenues on a consolidated basis (including revenues generated by
            BSI) subsequent to the effective date of the merger.

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      The BSI shareholders agree that the number of KFI shares and certificate
numbers thereof will be added to Exhibit A immediately after the closing of the
merger.

      This Agreement may be executed in counter parts and faxed signatures shall
be accepted as original signatures.

                                   SIGNATURES

      BSI2000, Inc.


      By
        ----------------------------                   -------------------------
      Jack Harper, President                              Date


      SHAREHOLDERS:


      -----------------------------                    -------------------------
      Shareholder                                         Date



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      Shareholder                                         Date



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      Shareholder                                         Date



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      Shareholder                                         Date



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      Shareholder                                         Date


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<PAGE>

                 AGREEMENT TO STAND ASIDE FROM THE PUBLIC MARKET
                                    EXHIBIT A

<TABLE>
<CAPTION>
                                                         BSI Shares Subject              KFI Shares Subject
 Shareholder (*** denotes officer,                        to the Agreement                to the Agreement
                                                          ----------------                ----------------
 director, affiliate or employee of BSI):              Cert. #          Shares         Cert. #          Shares
------------------------------------------            --------          ------        --------          ------
<S>                                                   <C>               <C>           <C>               <C>



</TABLE>



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