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                                  EXHIBIT 4.3

                      PROMOTIONAL SHARES LOCK-IN AGREEMENT

I        This Promotional Shares Lock-In Agreement (this "Agreement"), which was
         entered into on the day of January, 2000, by and between Precis Smart
         Card Systems, Inc. ("Issuer"), whose principal place of business is
         located in Oklahoma, and Kent W. Webb, Larry E. Howell, Donald A
         Cunningham, and Michael R. Morrisett (each a "Security Holder")
         witnesses that:

         (1)      Issuer has filed an application with the Securities
                  Administrator of the State of Oklahoma ("Administrator") to
                  register certain of its Equity Securities for sale to public
                  investors who are residents of the State of Oklahoma
                  ("Registration");

         (2)      The Security Holder is the owner of the shares of common stock
                  or similar securities and/or possesses convertible securities,
                  warrants, options or rights which may be converted into, or
                  exercised to purchase shares of common stock or similar
                  securities of Issuer;

         (3)      As a condition to Registration, Issuer and Security Holder
                  ("Signatories") agree to be bound by the terms of this
                  Agreement.

II       THEREFORE, the Security Holder agrees not to sell, pledge, hypothecate,
         assign, grant any option for the sale of, or otherwise transfer or
         dispose of, whether or not for consideration, directly or indirectly,
         PROMOTIONAL SHARES as defined in the North American Securities
         Administrators Association ("NASAA") Statement of Policy on Corporate
         Securities Definitions and all certificates representing stock
         dividends, stock splits, recapitalizations, and the like, that are
         granted to, or received by, the Security Holder while the PROMOTIONAL
         SHARES are subject to this Agreement (the "Restricted Securities").

         Beginning two years from the completion date of the public offering,
         two and one-half percent (2 1/2%) of the Restricted Securities may be
         released each quarter pro rata among the Security Holders. All
         remaining Restricted Securities shall be released from escrow on the
         anniversary of the fourth year from the completion date of the public
         offering.

III      THEREFORE, the Signatories agree and will cause the following:

         A.       In the event of a dissolution, liquidation, merger,
                  consolidation, reorganization, sale or exchange of Issuer's
                  assets or securities (including by way of tender offer), or
                  any other transaction or proceeding with a person who is not a
                  Promoter, which results in the distribution of Issuer's assets
                  or securities ("Distribution"), while this Agreement remains
                  in effect that:

                  1.       All holder of Issuer's EQUITY SECURITIES will
                           initially share on a pro rata, per share basis in the
                           Distribution, in proportion to the amount of cash or
                           other consideration that they paid per share for
                           their EQUITY SECURITIES (provided that Administrator
                           has accepted the value of the other consideration),
                           until the shareholders who purchased Issuer's EQUITY
                           SECURITIES pursuant to the public offering ("Public
                           Shareholders") have received, or have had irrevocably
                           set aside for them, an amount that is equal to one
                           hundred percent (100%) of the public offering's price
                           per share times the number of shares of EQUITY
                           SECURITIES that they purchased pursuant to the public
                           offering and which they still hold at the time of the
                           Distribution, adjusted for stock splits, stock
                           dividends, recapitalizations and the like; and


                  2.       All holder of Issuer's EQUITY SECURITIES shall
                           thereafter participate on an equal, per share basis
                           times the number of shares of EQUITY SECURITIES they
                           hold at the time of the Distribution, adjusted for
                           stock splits, stock dividends, recapitalization and
                           the like.


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                  3.       The Distribution may proceed on lesser terms and
                           conditions than the terms and conditions stated in
                           paragraphs 1 and 2 above if a majority of the EQUITY
                           SECURITIES THAT ARE NOT HELD BY SECURITY HOLDERS,
                           OFFICERS, DIRECTORS OR Promoters of Issuer, or their
                           associates or affiliates vote, or consent by consent
                           procedure, to approve the lesser terms and
                           conditions.


         B.       In the event of a dissolution, liquidation, merger,
                  consolidation, reorganization, sale or exchange of Issuer's
                  assets or securities (including by way of tender offer), or
                  any other transaction or proceeding with a person who is a
                  Promoter, which results in a Distribution while this Agreement
                  remains in effect, the Restricted Securities shall remain
                  subject to the terms of this Agreement.

         C.       Restricted Securities may be transferred by will, the laws of
                  descent and distribution, the operation of law, or by order of
                  any court of competent jurisdiction and proper venue.

         D.       Restricted Securities of a deceased Security Holder may be
                  hypothecated to pay the expenses of the deceased Security
                  Holder's estate. The hypothecated Restricted Securities shall
                  remain subject to the terms of this Agreement. Restricted
                  Securities may not be pledged to secure any other debt.

         E.       Restricted Securities may be transferred by gift to the
                  Security Holder's family members, provided the Restricted
                  Securities shall remain subject to the terms of this
                  Agreement.

         F.       With the exception of paragraph A.3 above, the Restricted
                  Securities shall have the same voting rights as similar EQUITY
                  SECURITIES not subject to the Agreement.

         G.       A notice shall be placed on the face of each stock certificate
                  of the Restricted Securities covered by the terms of the
                  Agreement stating that the transfer of the stock evidenced by
                  the certificate is restricted in accordance with the
                  conditions set forth on the reverse side of the certificate;
                  and

         H.       A typed legend shall be placed on the reverse side of each
                  stock certificate of the Restricted Securities representing
                  stock covered by this Agreement which states that the sale or
                  transfer of the shares evidenced by the certificate is subject
                  to certain restrictions until January  , 2004, pursuant to an
                  agreement between the Security Holder (whether beneficial or
                  of record) and the Issuer, which agreement is on file with
                  Issuer and the stock transfer agent from which a copy is
                  available upon request and without charge.


         I.       The term of this Agreement shall begin on the date that the
                  Registration is declared effective by the Administrator (the
                  "Effective date"). The term of this Agreement shall terminate
                  on the later of (A) the Administrator's receipt of not less
                  than 10 days' advance written notice of the occurrence or
                  upcoming occurrence of any one of the occurrences set forth in
                  (B) immediately below, and (B) the occurrence of any one of
                  the following:


                  1.       The anniversary of the fourth year from the
                           completion date of the public offering; or


                  2.       The date the Registration has been terminated if no
                           securities were sold pursuant thereto; or


                  3.       If the Registration has been terminated, the date
                           that checks representing all of the gross proceeds
                           that were derived therefrom and addressed to the
                           public investors have been placed in the U.S. Postal
                           Service with first class postage affixed; or


                  4.       The date the securities subject to this Agreement
                           become "Covered Securities," as defined under the
                           National Securities Markets Improvement Act of 1996.

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         J.       This Agreement to be modified only with the written approval
                  of the Administrator.

IV       THEREFORE, Issuer will cause the following:

         A.       A manually signed copy of the Agreement signed by the
                  Signatories to be filed with the Administrator prior to the
                  Effective Date;

         B.       Copies of the Agreement and a statement of the per share
                  initial public offering price to be provided to the Issuer's
                  stock transfer agent;

         C.       Appropriate stock transfer orders to be placed with Issuer's
                  stock transfer agent against the sale or transfer of the
                  shares covered by this Agreement prior to its expiration,
                  except as may otherwise be provided in this Agreement;

         D.       The above stock restriction legends to be placed on the
                  periodic statement sent to the registered owner if the
                  securities subject to this Agreement are uncertificated
                  securities.

Pursuant to the requirements of this Agreement, the Signatories have entered
into this Agreement, which may be written in multiple counterparts and each of
which shall be considered an original. The Signatories have signed this
Agreement in the capacities and on the dates, indicated.

IN WITNESS WHEREOF, the Signatories have executed this Agreement.

"Issuer"                                        PRECIS SMART SYSTEMS, INC.

                                                By:
                                                   -----------------------------
                                                         Larry E.  Howell
                                                         Chief Executive Officer

"Security Holder"
                                                --------------------------------
                                                         Kent H.  Webb

                                                --------------------------------
                                                         Larry E. Howell

                                                --------------------------------
                                                         Donald A Cunningham

                                                --------------------------------
                                                         Michael R.  Morrisett



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