f8k101407ex10i_americansur.htm


    
      


       

      AMERICAN
        SURGICAL HOLDINGS, INC.

      100039
        BISSONNET #250

      HOUSTON,
        TEXAS 77036

       

      September
        14, 2007

       

      Richard
        I. Anslow, Esq.

      Gregg
        E.
        Jaclin, Esq.

      Anslow
        & Jaclin, LLP

      195
        Route
        9 South, Suite 204 

      Manalapan,
        NJ 07726

       

      Re:           
        Share Transfer Restrictions

       

      Dear
        Richard and Gregg:

       

      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 each 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 14, 2007, and shall continue until
        the
        earliest to occur of:

       

      1. September
        14, 2008;

       

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

       

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

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      September
        14, 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.

       

      
        American Surgical Holdings, Inc.

         

         

         

        By:  /s/ 
Zak W. Elgamal        

                Zak W.
          Elgamal

                Chief Executive Officer

         

        Agreed-to and accepted: 

         

         

         

        By:  /s/  Richard I.
          Anslow      

                Richard I.
          Anslow

      

       

      

        Agreed-to and accepted: 

         

         

         

        By:  /s/  Gregg E.
          Jaclin        

                Gregg E.
          Jaclin