EXHIBIT 10.22




January 20, 2004

Name
Address
Address

Dear        ,

     You are a  stockholder  of  SearchHelp,  Inc. (the  "Company")  and you own
xx,xxx  shares of the  Company's  common  stock,  par value  $.0001 (the "Common
Stock").

     The Company filed a Registration  Statement on Form SB-2 (the "Registration
Statement") with the Securities and Exchange  Commission,  File No. 33-97687 for
the initial public offering of the Common Stock. The Registration  Statement was
effective  on January 22,  2003.  The Company is  currently  raising  additional
capital through a private offering.  The potential  investors are requiring that
the officers,  directors,  advisory board members and founding  stockholders  to
extend their lock-up  period from January 2004 to May 31, 2004.  Therefore,  the
original restricted shares of xx,xxx will be extended to May 31, 2004.

     In  connection  with  this  extension,  beginning  on the date your lock up
expired and ending on May 31, 2004 thereafter you:

          (i) agree not to (x) offer,  pledge,  sell, contract to sell, sell any
option or contract to purchase,  purchase any option or contract to sell,  grant
any option,  right or warrant to purchase,  or otherwise transfer or dispose of,
directly or indirectly,  your original  restricted shares of Common Stock or any
securities  convertible  into or  exercisable or  exchangeable  for Common Stock
(including, without limitation, shares of Common Stock or securities convertible
into or exercisable or  exchangeable  for Common Stock which may be deemed to be
beneficially  owned  by  the  undersigned  in  accordance  with  the  rules  and
regulations  of the  Securities  and Exchange  Commission) or (y) enter into any
swap or other  arrangement  that  transfers  all or a  portion  of the  economic
consequences associated with the ownership of your original restricted shares of
Common Stock (regardless of whether any of the transactions  described in clause
(x) or (y) is to be  settled  by the  delivery  of Common  Stock,  or such other
securities,  in cash or  otherwise),  without the prior  written  consent of the
Company;

          (ii)  agree not to make any demand  for,  or  exercise  any right with
respect to, the  registration  of any shares of Common  Stock or any  securities
convertible  into or exercisable or exchangeable  for Common Stock,  without the
prior written consent of the Company; and

          (v)  authorize  the Company to cause the transfer  agent to decline to
transfer  and/or to note stop transfer  restrictions  on the transfer  books and
records of the

          (vi) Company with respect to your original restricted shares of Common
Stock and any securities  convertible  into or exercisable or  exchangeable  for
Common  Stock for which you are the record  holder  and, in the case of any such
shares or securities for which you are the beneficial but not the record holder,
agree to cause the  record  holder to cause the  transfer  agent to  decline  to
transfer  and/or to note stop  transfer  restrictions  on such books and records
with respect to such shares or securities.

     You hereby represent and warrant that you have the full power and authority
to enter into the agreements set forth herein, and that, upon request,  you will
execute any additional  documents  necessary or desirable in connection with the

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enforcement  hereof.  All authority  herein  conferred or agreed to be conferred
shall  survive your death or  incapacity  and any of your  obligations  shall be
binding upon your heirs, personal representatives, successors, and assigns.

                                    Very truly yours,

                                    SEARCHHELP, INC.

                                 By:
                                    ----------------------------------
                                    Name:  Debbie Seaman
                                    Title: President and Secretary


ACKNOWLEDGE AND AGREED:

By:
   ----------------------------


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


Number of shares of original restricted Common Stock owned:   xx,xxx

Certificate Number(s):                                        SH xx


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