SHARE LOCKUP AGREEMENT

  THIS SHARE LOCKUP AGREEMENT (this "Agreement") is made and
  entered into to be effective as of the 24th day of February,
  2001 by and between George W. Flinn, an individual residing
  in Overland Park, Kansas, as a holder of securities (the
  "Shareholder") to be personally bound by all of the terms,
  conditions and provisions of this Agreement, and Rhino
  Enterprises Group, Inc., a Nevada corporation (the
  "Company").
                         RECITALS

  WHEREAS, the Shareholder is the owner of certain shares of
  common stock of the Company (the "Shares") and options to
  purchase certain shares of common stock of the Company (the
  "Options") and intends to continue buying or acquiring
  common stock of the Company (the "Future Shares") (the
  Options, Shares and Future Shares are sometimes collectively
  called the "Securities").

  WHEREAS, the Shareholder is a director of the Company.

  WHEREAS, the Company is a public company whose shares of
  common stock are traded on the OTC Bulletin Board under the
  ticker symbol "RHNO."

  WHEREAS, the Company has filed a Form 10-SB Registration
  Statement with the Securities and Exchange Commission to
  become a reporting company under Section 12(g) of the
  Securities Exchange Act of 1934, as amended.

  NOW, THEREFORE, in consideration of the foregoing premises
  and mutual covenants hereinafter expressed, the receipt and
  sufficiency of which are hereby acknowledged, the
  Shareholder and the Company hereby agree as follows:

  1. Lockup of Shares. The Shareholder will not sell in a
  public or private transaction or in any other way divest
  himself of any Shares, Future Shares or unexercised Options
  of the Company now owned or which may be acquired during the
  term of this Agreement, whether ownership is of direct or
  indirect interest.

  2. Street Accounts. The Shareholder acknowledges that the
  Company and its transfer agent and registrar cannot
  effectively monitor the Shareholder's transactions in the
  Shares, Future Shares or unexercised Options once such
  Securities are placed into nominee or "street" name
  accounts. Therefore, the Shareholder will provide verbal and
  written instructions to all broker/dealers who handle his
  direct or indirect street accounts at any time during this
  Agreement (the "Street Account" or "Street Accounts") and
  will instruct such Street Accounts not to resell these
  Securities under any circumstances, for any reason, to any
  party, at any time during the term of this Agreement. The
  Shareholder will further do everything

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  in his power to ensure that such instructions to any and all
  Street Accounts are adhered to and followed. Further, the
  Shareholder will provide to the Company, on the form
  attached hereto as Exhibit A, notification of all such
  Street Accounts at the time of execution of this Agreement
  and in the future as such Street Accounts may change from
  time to time.

  3. Delivery of Securities. The Shareholder will, during the
  term of this Agreement, request from all Street Accounts,
  the delivery of all certificates representing Securities
  owned by the Shareholder, whether direct or indirect
  ownership, for appropriate legending by the Company or its
  transfer agent and registrar or any successor thereof, of
  all such Certificates, as set forth in Paragraph 4 below.

  4. Transfer Agent Responsibilities. During the term of this
  Agreement, the Company, or the Company's transfer agent and
  registrar or any successor thereof, as the case may be,
  shall enforce the terms of this Agreement and shall not,
  during the term of this Agreement, permit any transfer of
  Securities into a third party's name. All such Securities
  shall bear a legend in substantially the following form:

  "NOTICE: These securities are subject to that certain Share
  Lockup Agreement dated February 24, 2001, between the
  registered holder hereof and Rhino Enterprises Group, Inc.,
  a Nevada corporation, and may only be sold or otherwise
  transferred in compliance with the provisions of such
  agreement."

  5. Notification of All Indirect Ownership. The Shareholder
  will provide to the Company, on the form attached hereto as
  Exhibit B, upon execution of this Agreement, a list of all
  names in which the Shareholder currently owns Securities or
  may own Securities in the future, and will update such list
  if it changes at any time.

  6. Effective Date and Termination. This Agreement shall
  become effective on the date of execution by Shareholder.
  All of the provisions of this Agreement shall be fully
  performed and shall terminate 12 months thereafter.

  7. Legal Jurisdiction.

  a. The parties hereunder irrevocably submit to the
  jurisdiction of any Dallas County court in any action or
  proceeding arising out of or relating to this Agreement, and
  the parties hereby irrevocably agree that all claims in
  respect of any such action or proceeding shall be heard and
  determined in such a Dallas County court. The parties hereby
  consent to and grant to any such court jurisdiction over the
  parsons of such parties and over the subject matter of any
  such dispute and agree that delivery or mailing of any
  process or other papers in the manner provided herein above,
  or in such other manner as may be permitted by law, shall be
  valid and sufficient service thereof.

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  b. The Agreement shall be binding upon and inure solely to
  the benefit of the parties hereto and the respective
  successors and assigns, heirs, administrators and
  representatives and shall not be enforceable by or inure to
  the benefit of any third party. No party may assign any of
  its rights or obligations under this Agreement without the
  written consent of the other parties. This Agreement shall
  be construed in accordance with and governed by the internal
  law of Dallas County (without reference to its rule as to
  conflicts of laws). To the best knowledge of the principals
  to this transaction, neither the underlying
  transaction/purpose nor the Agreement violate any law or
  regulation.

  c. This Agreement may only be modified by a writing signed
  by all of the parties hereto, and no waiver hereunder shall
  be effective unless in writing signed by the party to be
  charged.

  8. Paragraph Headings and Counterpart Signature. All
  paragraph headings herein are inserted for convenience only.
  This Agreement may be executed in several counterparts, each
  of which shall be deemed an original, which together shall
  constitute one and the same instrument.

  9. Notices. All notices, requests, instructions, or other
  documents to be given hereunder shall be in writing and sent
  by registered mail:
       If to the Shareholder:

       George W. Flinn
       14218 Eby
       Overland Park ,Kansas 66221

       If to a Street Account:

       The name and address set forth in each copy of
       Exhibit A provided to the Company.

       If to the Transfer Agent:

       Interwest Transfer Company, Inc.
       1981 E. 4800 South, Suite 100
       Salt Lake City, UT 84117

       If to the Company:

       Rhino Enterprises Group, Inc.
       2925 LBJ Freeway, Suite 188
       Dallas, TX 75234
       Attn: Chief Operating Officer

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  IN WITNESS WHEREOF the undersigned has executed this Share
  Lockup Agreement as of the date first above written.

                            RHINO ENTERPRISES GROUP, INC.,
                            a Nevada corporation,

                            By: /s/ DANIEL H. WEAVER
                               ----------------------------
                               Daniel H. Weaver, Secretary


                               /s/ GEORGE W. FLINN
                               ----------------------------
                               George W. Flinn, an individual

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