EXHIBIT 10.20





February 6, 2004

Named
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 December 31, 2004. As a Board
of Director,  xx,xxx common  restricted  shares will be locked up until June 30,
2004,  xx,xxx common shares will be locked up until August 31, 2004, xx,xxx will
be locked up until October 31, 2004 and the balance of your restricted shares of
xx,xxx will become available to trade on December 31, 2004

     In  connection  with  this  extension,  beginning  on the date your lock up
expired and ending on December 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,  any
                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 any 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

         (iii)  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

         (iv)   Company  with  respect  to any  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

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execute any additional  documents  necessary or desirable in connection with the
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.

     Please  immediately  sign this document,  fax it to (516) 624-0638 and then
send the original signed document back to our office in the enclosed envelope as
soon as possible.

                                Very truly yours,

                                SEARCHHELP, INC.


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


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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