**EXHIBIT4.2****LOCK-UPAGREEMENT**     THIS AGREEMENT, dated as ofDecember 20, 2005, is made and entered into by and between **GLOBAL FOODTECHNOLOGIES, INC.**, a corporation organized and existing under the laws ofthe State of California ("*GFT*"), and the individual signing thisAgreement as the Shareholder ("*Shareholder*"). **RECITALS**     WHEREAS, Shareholder is receivingshares of GFT Common Stock which will be registered pursuant to registrationstatement filed with the U.S. Securities and Exchange Commission; and WHEREAS, Shareholderis currently an officer or director of GFT; and      WHEREAS, in addition registering theshares of Shareholder along with other stockholders of GFT, GFT is alsoregistering for sale by direct offering 3,000,000 shares of its common stock forits own account; and      WHEREAS, in order to help ensure anorderly distribution of trading shares of GFT into the market and to help GFT inits direct offering of shares following registration, each of which will be ofbenefit to all of the shareholders of GFT (including, without limitation, theShareholder), the parties have subsequently agreed to provide for the lock-up(the "*Lock-Up*") of the shares of common stock which are being registeredby GFT on behalf of Shareholder (the "*Covered Shares*"), for a period oftwo years from the date that the registration statement covering the shares ofGFT owned by Shareholder is declared effective by the U.S. Securities andExchange Commission (the "*Lock-Up Period*").      NOW, THEREFORE, in consideration of theforegoing, the agreements contained herein and for other good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged, theparties hereto agree as follows: **AGREEMENT**1. Upon the terms and subject to the conditions set forth in this      Agreement, the parties hereby agree that without the prior written consent      of GFT, which consent may be given or withheld in the sole and absolute      discretion of GFT, Shareholder will not sell, offer to sell, solicit an      offer to buy, contract to sell, grant any option to purchase, or otherwise      transfer or dispose of, any of the Covered Shares, or any shares which it      may subsequently receive in exchange for or substitution of such Covered      Shares, at any time during the Lock-Up Period.
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2. Notwithstanding the prohibitions on transfers contained in      Section 1 above, Shareholder shall be entitled, without the prior      consent of GFT, to make transfers of their Covered Shares, provided that      such transfers are made solely by way of one of the  following: (a) in any "at the market" transaction, if such transaction does not      result in the sale or transfer of shares in excess of the maximum amount      of shares which Shareholder would be entitled to sell if it were an      affiliate of GFT governed by Section (e) (1) of Rule 144,      promulgated under the Securities Act of 1933, as amended;or (b) in any transfer to a trust established for estate planning purposes      for the sole and exclusive benefit of the Shareholder and/or one (1) or      more members of such Shareholder's family that are related by blood (which      members shall include, without limitation, the spouse, children, adopted      children, and step-children of such Shareholder), provided that      such transferee agrees in writing to join in and be bound by the terms and      conditions of this Agreement; or (c) in the event of the death or adjudicated incompetence of such      Shareholder, such Shareholder's legal representatives, estate, heirs or a      testamentary trust established for the sole and exclusive benefit of such      Shareholder and/or one (1) or more of such Shareholder's family      relations described in Section 2(b) above, provided that such      transferee agrees in writing to join in and be bound by the terms and      conditions of this Agreement.3. In furtherance of the foregoing, GFT and its Transfer Agent, and each      of their respective agents and representatives who may be requested to do      so, are hereby irrevocably authorized and directed by Shareholder to      decline to make any transfer of securities if such transfer would      constitute a violation or breach of thisAgreement.4. This Agreement will terminate upon the earlier of (i) the      termination date of the Lock-Up Period as set forth herein; or      (ii) if the registration statement covering the shares of GFT owned      by Shareholder does not become effective, or is otherwise abandoned or      withdrawn by the Company, within twelve months of the date on which it is      initially filed.5. This Agreement shall be binding also upon the successors, permitted      assigns, heirs and legal representatives of Shareholder, and enforceable      against each of them in accordance with the terms of this Agreement by any      Court of competent jurisdiction.6. This Agreement shall be governed by and construed in accordance with      the internal laws of the State of California applicable to the performance      and enforcement of contracts made within such state, without giving effect      to the law of conflicts of laws applied thereby. In the event that any      dispute shall occur between the parties arising out of or resulting from      the construction, interpretation, enforcement or any other aspect of this      Agreement, the parties hereby agree to accept the exclusive jurisdiction      of the Courts of
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  the State of California sitting in and for the County of Kings. In the      event either party shall be forced to bring any legal action to protect or      defend its rights hereunder, then the prevailing party in such proceeding      shall be entitled to reimbursement from the non-prevailing party of all      fees, costs and other expenses (including, without limitation, the      reasonable expenses of its attorneys) in bringing or defending against      such action.7. The parties hereby agree with each other that, in the event of any      breach of this Agreement by any party where such breach may cause      irreparable harm to any other party, or where monetary damages may not be      sufficient or may not be adequately quantified, then the affected party or      parties shall be entitled to specific performance, injunctive relief or      such other equitable remedies as may be available to it, which remedies      shall be cumulative and non-exclusive, and in addition to such other      remedies as such party may otherwise have at law or in  equity.8. This Agreement may be executed in two counterparts, each of which      shall be an original and both of which when taken together shall      constitute but one and the same instrument.SIGNATURES ON NEXTPAGE      IN WITNESS WHEREOF, the parties heretohave executed this Agreement as of the date first written above. **"GFT"****GLOBAL FOODTECHNOLOGIES, INC.,**