Exhibit 10.20


LOCK-UP AGREEMENT


          THIS
AGREEMENT (this “Agreement”) is dated as of September 26, 2006 by and
among FreeHand Systems International, Inc. a Delaware corporation (the “Company”),
and the shareholders of the Company listed on Schedule A attached hereto
(collectively, the “Shareholders”).


          WHEREAS,
to induce the Company and the investors (“Investors”) to enter into the
Common Stock and Warrant Purchase Agreement dated as of the date hereof (the “Purchase
Agreement”) by and among the Company and the Investors, the Shareholders
have agreed not to sell any shares of the Company’s common stock, $0.0001 par
value per share (the “Common Stock”), that such Shareholders presently own or
may acquire after the date hereof, except in accordance with the terms and
conditions set forth herein. Capitalized terms used herein without definition
shall have the meaning assigned to such terms in the Purchase Agreement.


          NOW,
THEREFORE, in consideration of the covenants and conditions hereinafter
contained, the parties hereto agree as follows:


          1.
Restriction on Transfer; Term. The Shareholders hereby agree with the
Company that the Shareholders will not offer, sell, contract to sell, assign,
transfer, hypothecate, pledge or grant a security interest in, or otherwise
dispose of, or enter into any transaction which is designed to, or might
reasonably be expected to, result in the disposition of (whether by actual
disposition or effective economic disposition due to cash settlement or otherwise
by the affiliate of the Company), directly of indirectly, any of the shares of
Common Stock for the period commencing on the Closing Date and expiring on the
date that is six (6) months following the effective date of the registration
statement filed by the Company with the Securities and Exchange Commission
providing for the resale of the shares of Common Stock and the shares of Common
Stock issueable upon exercise of the Warrants issued pursuant to the Purchase
Agreement (the “Period”).


          2.
Ownership. During the Period, the Shareholders shall retain all rights
of ownership in the Common Stock, including, without limitation, voting rights
and the right to receive any dividends, if any, that may be declared in respect
therefore.


          3. Company
and Transfer Agent. The Company is hereby authorized to disclose the
existence of this Agreement to its transfer agent. The Company and its transfer
agent are hereby authorized to decline to make any transfer of the Common Stock
if such transfer would constitute a violation of breach of this Agreement and
the Purchase Agreement.


          4.
Notices. All notices, demands, consents, request, instructions and other
communications to be given or delivered or permitted under or by reason of the
provisions of this Agreement or in connection with the transaction contemplated
hereby shall be in writing and shall be deemed to be delivered and received by
the intended recipient as follows: (i) if personally delivered, on the business
day of such delivery (as evidenced by the receipt of 






the personal
delivery service), (ii) if mailed certified or registered mail return receipt
requested, four (4) business days after being mailed, (iii) if delivered by
overnight courier (with all charges having been prepaid), on the business day
of such delivery (as evidenced by the receipt of the overnight courier service
of recognized standing), or (iv) if delivered by facsimile transmission, on the
business day of such delivery if sent by 6:00pm in the time zone of the recipient,
or if sent after that time , on the next succeeding business day (as evidenced
by the printed confirmation on delivery generated by the sending party’s
telecopier machine). If any notice, demand, consent, request, instruction or
other communication cannot be delivered because of a changed address of which
no notice was given (in accordance with this Section 4), or the refusal to
accept same, the notice, demand, consent, request, instruction or other
communication shall be deemed received on the second business day the notice is
sent (as evidenced by a sworn affidavit of the sender). All such notices,
demands, consents, request, instructions and other communications will be sent
to the following addresses or facsimile numbers as applicable.


	
 

	
 


	
 

	
If to the
 Company:


	
 

	
 


	
 

	
FreeHand
 Systems International, Inc.


	
 

	
95 First
 St., Suite 200


	
 

	
Los Altos,
 California 94022


	
 

	
Attention:
 Kim Lorz, President and CEO


	
 

	
Tel. No.:
 (650) 941-0742


	
 

	
Fax. No.:
 (650) 941-0207


	
 

	
 


	
 

	
With Copies
 to:


	
 

	
 


	
 

	
Anslow &
 Jaclin, LLP


	
 

	
195 Route 9
 South, Suite 204


	
 

	
Manalapan,
 New Jersey 07726


	
 

	
Attention:
 Richard I. Anslow, Esq.


	
 

	
Tel. No.:
 (732) 409-1212


	
 

	
Fax. No.:
 (732) 577 1188


	
 

	
 


	
 

	
And to:


	
 

	
 


	
 

	
Kramer Levin
 Naftalis & Frankel LLP


	
 

	
1177 Avenue
 of the Americas


	
 

	
New York,
 New York 10036


	
 

	
Attention:
 Christopher S. Auguste


	
 

	
Tel. No.:
 (212) 715-9100


	
 

	
Fax. No.:
 (212) 715-8000











	
 

	
 


	
 

	
If to any of
 the Shareholders, addressed to such Shareholder at:


	
 

	
 


	
 

	
c/o FreeHand
 Systems International, Inc.


	
 

	
95 First
 St., Suite 200


	
 

	
Los Altos,
 California 94022


	
 

	
Attention:
 Kim Lorz, President and CEO


	
 

	
Tel. No.:
 (650) 941-0742


	
 

	
Fax. No.:
 (650) 941-0207


	
 

	
 


	
 

	
With Copies
 to:


	
 

	
 


	
 

	
Anslow &
 Jaclin, LLP


	
 

	
195 Route 9
 South, Suite 204


	
 

	
Manalapan,
 New Jersey 07726


	
 

	
Attention:
 Richard I. Anslow, Esq.


	
 

	
Tel. No.:
 (732) 409-1212


	
 

	
Fax. No.:
 (732) 577 1188





Or to such
other address as any party may specify by notice given to the other party in
accordance with this Section 4.


          5. Amendment.
The Agreement may not be modified, amended, altered or supplemented, except by
a written agreement executed by each of the parties hereto.


          6. Entire
Agreement. This Agreement contain the entire understanding and agreement of
the parties relating to the subject matter hereof and supersedes all prior
and/or contemporaneous understanding and agreements of any kind and nature
(whether written or oral) among the parties with respect to such subject
matter, all of which are merged herein.


          7.
Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed in that state, without regard to any of its principles of
conflicts of laws or other laws, which would result in the application of the
laws of another jurisdiction. This Agreement shall be construed and interpreted
without regard to any presumption against the party causing this Agreement to
be drafted.


          8.
Waiver if Jury Trial. EACH OF THE PARTIES HEREBY UNCONDITIONALLY AND
IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. EACH OF THE PARTIES UNCONDITIONALLY AND IRREVOCABLY
CONSENTS OT THE EXCLUSIVE JURISDICITION OF THE COURTS OF THE STATE OF NEW YORK
LOCATED IN NEW YORK COUNTY AND FEDERAL DISTRICT COURT FOR THE SOUTHERN DISTRICT
OF NEW YORK WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING.


          9.
Severability. The parties agree if any provision of this Agreement be
held to be invalid, illegal or unenforceable in any jurisdiction, that holding
shall be effective only to the extent of such invalidity, illegally or
unenforceability without invalidating or rendering






illegal or
unenforceable the remaining provisions hereof, and any such invalidity,
illegally or unenforceable to any jurisdiction shall not invalidate or render
unenforceable such provision on any other jurisdiction. It is the intent of the
parties that this Agreement be fully enforced to the fullest extent permitted by
applicable law.


          10.
Binding Effect; Assignment. This Agreement and the rights and
obligations hereunder may not be assigned by any party hereto without the prior
written consent of the other parties hereby. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.


          11.
Headings. The section headings contained in this Agreement (including,
without limitation, section headings and heading in the exhibits and schedules)
are inserted for reference purposes only and shall not affect in any way the
meaning, construction or interpretation of this Agreement. Any reference to the
masculine, feminine, or neuter gender shall be a reference to such other gender
as is appropriate. References to the singular shall include the plural and vice
versa.


          Counterparts.
This Agreement may be executed in two or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original, and all of which, when taken together, shall
constitute one and the same document. This Agreement shall become effective
when one or more counterparts, taken together, shall have been executed and
delivered by all of the parties.


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Schedule A 






          IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above herein.


	
 

	
 

	
 


	
 

	
FREEHAND
 SYSTEMS INTERNATIONAL, INC


	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
Name: Kim Lorz


	
 

	
Title:
 President and CEO


	
 

	
 


	
 

	
SHAREHOLDER


	
 

	
 


	
 

	
By: 


	
 

	
 

	



	
 

	
Name: 


	
 

	
Title: