MODEL PROMOTIONAL SHARES LOCK-IN AGREEMENT
                                 Class B Issuer


I.     This  Promotional  Shares  Lock-In  Agreement  ("Agreement"),  which  was
entered  into  on the 25th day of May, 2000 by and between NEOSURG TECHNOLOGIES,
INC. ("Issuer"), whose principal place of business is located at 17300 El Camino
Real,  Suite  110,  Houston,  Texas  77058  and Mark Hickman, Mike Newlin, Larry
Moser,  William  Grose,  Peter O'Heeron, Robert Allen, Clarence J. Kellerman and
Charles  Hansen  (together,  the  "Security  Holders"),  witnesses  that:

     A.     The  Issuer  has  filed  an  application  with  the  Securities
     Administrator  of  the  States  listed  in Schedule A ("Administrators") to
     register certain  of its Equity Securities for sale to public investors who
     are residents of  those  states  ("Registration");

     B.     The Security Holders are the owners of the shares of common stock or
     similar securities and/or possess convertible securities, warrants, options
     or rights  which  may be converted into, or exercised to purchase shares of
     common stock  or  similar  securities  of  Issuer;

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

II.     THEREFORE,  the Security Holders agree 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 Holders while the PROMOTIONAL
SHARES  are  subject  to  this  Agreement  ("Restricted  Securities").

Beginning  two  years  from  the completion date of the public offering, two and
one-half  percent  (2  %)  of  the  Restricted  Securities  may be released each
quarter  pro  rata  among  the  Security  Holders.  All  remaining  Restricted
Securities  shall  be  released  from  this  Agreement 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  the  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
     the Issuer's assets or  securities  ("Distribution"),  while this Agreement
     remains in effect that:

          1.     All  holders  of  the 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 the Administrator
          has  accepted  the  value  of  the  other  consideration),  until  the
          shareholders  who  purchased  the  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  holders of the 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, recapitalizations 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 the Security
          Holders,  officers,  directors,  or  Promoters of the 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  the  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  Shares  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  that  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 this Agreement.

     G.     A  notice  shall  be placed on the face of each stock certificate of
     the  Restricted  Securities  covered by the terms of this 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_________  pursuant  to  an  agreement  between  the  Security  Holder
     (whether  beneficial  or  of record) and the Issuer,  which agreement is on
     file  with the 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 Administrators ("Effective Date")
     and shall  terminate:

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

          2.     On  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  there
          from  and  addressed  to  the public investors have been placed in the
          U.S.  Postal Service with  first  class  postage  affixed;  or

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

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

IV.     THEREFORE,  the  Issuer  will  cause  the  following:

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


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     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 the Issuer's
     stock  transfer agent against the sale or transfer of the shares covered by
     the 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.

NEOSURG  TECHNOLOGIES,  INC.  (Issuer)

By  /s/  Peter  T.  O'Heeron                         May  25,  2000
----------------------------                         --------------
         Peter  O'Heeron,  President                 Date

The  Security  Holders:



/s/  Mark  Hickman                           June  1,  2000
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Mark  Hickman                                Date

/s/  Mike  Newlin                            May  31,  2000
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Mike  Newlin                                 Date

/s/  Larry  Moser                            June  13,  2000
--------------------------------------------------------------------------------
Larry  Moser                                 Date

/s/  William  Grose                          June  6,  2000
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William  Grose                               Date

/s/  Peter  O'Heeron                         May  25,  2000
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Peter  O'Heeron                              Date

/s/  Robert  Allen                           May  25,  2000
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Robert  Allen                                Date

/s/  Charles  Hansen                         May  25,  2000
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Charles  Hansen                              Date

/s/  Clarence  J.  Kellerman                 June  2,  2000
--------------------------------------------------------------------------------
Clarence  J.  Kellerman                      Date


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