f8k101407ex10iv_americansur.htm


    
      
        	 	
                10039
                  Bissonnat, Suite 250

              
	
                American

              	
                Houston,
                  Texas 77035

              
	
                Surgical

              	
                Tel.
                  :(713) 779-9800

              
	
                Holdings

              	
                Fax.
                  (713)779-9862

              


      

    

     

     

     

    
      October 16, 2007 

       

      Peter Goldstein 

      11053 Canary Island Court 

      Plantation, FL 33324 

       

      Re: Share Transfer Restrictions 

       

      Dear Peter: 

       

      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: 

       

          1.     The.
        Company has
        repaid, renegotiated, satisfied. in full or converted into equity of the
        Company, the $2,715,000.00 of notes payable issued in the bridge financing
        completed on or about July 2, 2007; or

       

          2.     The
        Company has
        completed a registered offering of $3 million or more.

       

      http://asainc.us 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      October 16, 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 (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. 

       

      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/ 
Peter Goldstein        

              Peter
        Goldstein