f8k101407ex10ii_americansur.htm


     

    
       

      
        
          
            	 	
                    10039
                      Bissonnat, Suite 250

                  
	
                    American

                  	
                    Houston,
                      Texas 77035

                  
	
                    Surgical

                  	
                    Tel.
                      :(713) 779-9800

                  
	
                    Holdings

                  	
                    Fax.
                      (713)779-9862

                  


          

        

         

         

        
          
          

          September
            21, 2007

           

          Jose
            J.
            Chapa

          10039
            Bissonnet, Suite 250 

          Houston,
            Texas 77036

           

          Re:            
            Share Transfer Restrictions

           

          Dear
            Jose:

           

          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/ 
Jose J. Chapa        

              Jose J.
        Chapa