X0202 3/A 2007-08-29 2007-09-10 0 0000844010 FREEHAND SYSTEMS INTERNATIONAL, INC. FSYI 0001411962 VISION CAPITAL ADVISORS, LLC 20 W. 55TH STREET, 5TH FLOOR NEW YORK NY 10019 0 0 1 0 0001411963 BENOWITZ ADAM 20 W. 55TH STREET, 5TH FLOOR NEW YORK NY 10019 0 0 1 0 0001349985 VISION OPPORTUNITY MASTER FUND, LTD. 20 W. 55TH STREET, 5TH FLOOR NEW YORK NY 10019 0 0 1 0 Series B Warrant .50 2011-09-26 Common Stock 2000000 D Series B Warrant .50 2011-09-26 Common Stock 2000000 I By Vision Opportunity Master Fund, Ltd. This security is exercisable into shares of Common Stock at any time at the option of the Fund. Pursuant to the terms of the transaction documents relating to the purchase of the foregoing securities, the Fund may not acquire shares of Common Stock upon exercise of this Warrant to the extent that, upon exercise, the number of shares of Common Stock beneficially owned by the Fund and its affiliates would exceed 9.99% of the issued and outstanding shares of Common Stock of the Issuer; provided that this restriction on exercise can be waived at any time by the Fund upon 61 days notice; provided further that this restriction is not applicable within 60 days prior to the expiration date of the Warrant.. The Form 3 previously filed on August 29, 2007 (the "Prior Form 3") incorrectly reported the exercise price of the Series B Warrant as $1.00. Vision Capital Advisors, LLC (the "Investment Manager") serves as investment manager to Vision Opportunity Master Fund, Ltd. (the "Fund"), the direct owner of the subject securities. Adam Benowitz is the managing member of the Investment Manager and a director of the Fund. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose. /s/ Adam Benowitz For himself, as Managing Member of the Investment Manager and as a Director of the Fund. 2008-02-13