Exhibit 10.10

                                LOCK-UP AGREEMENT

         The undersigned is the beneficial owner of shares of common stock,
$0.0001 par value per share (the "Common Stock"), securities substantially
similar to the Common Stock ("Other Securities"), or securities convertible into
or exercisable or exchangeable for the Common Stock or Other Securities
("Convertible Securities"), of Handheld Entertainment, Inc., a California
corporation (the "Company"). Such securities owned by the undersigned are
subject to this Agreement. The undersigned understands that the Company intends
to enter into a reverse-merger transaction with a publicly-traded company,
concurrently with a private placement of up to $5,000,000 worth of Units, with
each Unit consisting of 25,000 shares of Common Stock (the "Funding
Transactions"), as may be revised by the Company without effect on the terms of
this Agreement or obligations of the undersigned hereunder.

         In recognition of the benefit that the Funding Transactions will confer
upon the undersigned, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the undersigned agrees, for
the benefit of the Company, and each investor in the Funding Transaction, that,
during the period ending twelve (12) months after the closing of the Funding
Transactions (the "Lock Up Period"), the undersigned will not, without the prior
written consent of the Company and investors holding a majority of the Common
Stock underlying the Units, directly or indirectly, (i) offer, sell, offer to
sell, contract to sell, hedge, pledge, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase or sell (or announce any offer, sale, offer of sale, contract of sale,
hedge, pledge, sale of any option or contract to purchase, purchase of any
option or contract of sale, grant of any option, right or warrant to purchase or
other sale or disposition), or otherwise transfer or dispose of (or enter into
any transaction or device which is designed to, or could be expected to, result
in the disposition by any person at any time in the future), any shares of
Common Stock, Other Securities or Convertible Securities beneficially owned
(within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) by the undersigned on the date hereof, including, without limitation,
as a result of the Funding Transactions, or (ii) enter into any swap or other
agreement or any transaction that transfers, in whole or in part, directly or
indirectly, the economic consequence of ownership of the Common Stock, Other
Securities, or Convertible Securities, whether any such swap or transaction
described in clause (i) or (ii) above is to be settled by delivery of Common
Stock, Other Securities or Convertible Securities, in cash or otherwise.

         In furtherance of the foregoing, the Company and its transfer agent are
hereby authorized to decline to make any transfer of securities if such transfer
would constitute a violation or breach of this agreement.

         Notwithstanding the foregoing, the undersigned may transfer Common
Stock, Other Securities or Convertible Securities (i) as a bona fide gift or
gifts, provided that prior to such transfer the donee or donees thereof agree in
writing to be bound by the restrictions set forth herein, (ii) to any trust,
partnership, corporation or other entity formed for the direct or indirect
benefit of the undersigned or the immediate family of the



undersigned, provided that prior to such transfer a duly authorized officer,
representative or trustee of such transferee agrees in writing to be bound by
the restrictions set forth herein, and provided further that any such transfer
shall not involve a disposition for value or (iii) if such transfer occurs by
operation of law, such as rules of descent and distribution, statutes governing
the effects of a merger or a qualified domestic order, provided that prior to
such transfer the transferee executes an agreement stating that the transferee
is receiving and holding the shares subject to the provisions of this agreement.
For purposes hereof, "immediate family" shall mean any relationship by blood,
marriage or adoption, not more remote than first cousin.

         The undersigned understands that the Company and the investors will
proceed with the Funding Transactions in reliance on this agreement. Whether or
not the Funding Transactions are consummated depends on a number of factors,
including market conditions. The undersigned hereby represents and warrants that
the undersigned has full power and authority to enter into this agreement and
that, upon request, the undersigned will execute any additional documents
necessary in connection with the enforcement hereof. Any obligations of the
undersigned shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.

                     [REMAINDER OF PAGE INTENTIONALLY BLANK]


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         IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the ___ day of ___________, 2006.

                          HANDHELD ENTERTAINMENT, INC.

                          By:
                              ----------------------------
                          Name:  Jeff Oscodar
                          Title: Chief Executive Officer


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               [COUNTERPARTY SIGNATURE PAGE TO LOCK-UP AGREEMENT]



AGREED AND ACCEPTED:


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