American

The purpose of this letter is to set forth our agreement with respect to the transfer of shares of the Common Stock, par value $0.001 per share, of American Surgical Holdings, Inc. (the "Company"), of which you are the beneficial owner on the date of this letter (the "Shares"). For purposes of this agreement, the term "beneficial owner" will have the meaning given to such term in SEC Rule 13c1-3, which includes, among other things, the power to dispose or to direct the disposition of such Shares.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees that, for the period described below (the "Lock-Up Period"), he will not (1) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Shares, or (ii) engage directly or indirectly in any transaction the likely result of which would involve a transaction prohibited by clause (i). The foregoing restriction is expressly precludes the undersigned. from engaging in any hedging or other transaction which is designed to, or reasonably expected to lead to, or result in, a sale or disposition of the Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation, any short sale or any purchase, sale or grant of any right (including without limitation any put or call Option) with respect to any of the Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Shares.

The Lock-Up Period shall begin on such date that the undersigned has completed the sale of a minimum. of 25,000 shares of Common stock, and shall continue until the earliest to occur of:

Notwithstanding the foregoing restrictions on transfer, the undersigned may, at any Time and from time to time during 'the Lock-Up Period., transfer the Shares (1) as bona fide gifts or transfers by will or intestacy, or (ii) to any trust for the direct or indirect benefit .of the undersigned or the immediate family of the undersigned, provided that any such transfer shall not involve a disposition for value, provided, that, in the case of any gift or transfer described in clauses () or (ii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same .manner as such terms and conditions apply to the undersigned. For purposes hereof, "immediate funny" means any relationship by blood, marriage or adoption, not more remote than first cousin.

The undersigned hereby consents to the imposition of "stop transfer" instructions with the Company's transfer agent relating to the securities subject to this agreement and agrees promptly to raise such securities to be presented to the Company's transfer agent with instructions to reissue the certificates with a legend disclosing the material terms of this lock up" agreement.