f8k101407ex10iii_americansur.htm


     

    
      
        
          	 	
                  10039
                    Bissonnat, Suite 250

                
	
                  American

                	
                  Houston,
                    Texas 77035

                
	
                  Surgical

                	
                  Tel.
                    :(713) 779-9800

                
	
                  Holdings

                	
                  Fax.
                    (713)779-9862

                


        

      

       

      
        September 21, 2007 

         

        Bland E. Chamberlain, III 

        10039 Bissonnet, Suite 250 

        Houston, Texas 77036 

         

        Re:             
Share Transfer Restrictions 

         

        Dear Bland: 

         

        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 13d-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: (i) 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 September
          21, 2007, and shall continue until the earliest to occur of 

         

            1.     September
          21,
          2008;

         

            2.     A
          completed
          registered secondary offering of $3 million or more; or 

         

            3.     The
          Company agrees in
          writing to terminate this agreement.

         

         

         

        
          http://asainc.us 

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        September 21, 2007 

        Page 2 

         

         

         

        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 (i) 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
          (i) 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 family" means
          any
          relationship by blood, marriage or adoption, not more remote than first
          cousin.


         

        By signing
          this
          letter the undersigned acknowledges that he is legally bound by the terms
          of
          this letter. 

        
 

        
          Very truly yours, 

           

          American Surgical Holdings, Inc.

           

           

           

          By:  /s/ 
            Zak W. Elgamal        

                  Zak W.
            Elgamal

                Chief Executive Officer

           

          Agreed-to and accepted: 

           

           

           

          By:  /s/ 
            Bland E. Chamberlain, III   

                  Bland E.
            Chamberlain, III