INDEMNIFICATION AGREEMENT

         THIS  INDEMNIFICATION  AGREEMENT (this "Agreement") is made and entered
into  effective  as  of  the  15th  day of November 1999, by and between NeoSurg
Technologies,  Inc.,  a  Texas  Company  (the "Company"), and its Directors (the
"Indemnified  Party").

                                R E C I T A L S :

         A.  The  Company  desires  to  attract  and  retain  talented officers,
directors  and  other  personnel.

         B.  In order to provide an additional incentive for qualified personnel
to  become and remain directors, officers or other key personnel of the Company,
the  Company  is  willing  to  enter  into  this  Agreement  setting  forth  its
indemnification  obligations  with  respect  to  the  Indemnified  Party.

                                   AGREEMENT:

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
contained  herein and other good and valuable consideration, the Company and the
Indemnified  Party  hereby  agree  as  follows:

         1.  Indemnification. Except as provided in Section 2 below, the Company
shall,  to  the  maximum extent and in the manner permitted by the Texas Revised
Business  Corporations  Act (the "Act"), indemnify the Indemnified Party against
any  liability incurred in any proceeding to which the Indemnified Party is made
a  party  because he or she is or was a director or officer of the Company or is
or  was  serving at the request of the Company as a director, officer, employee,
fiduciary  or  agent  of  another company, partnership, joint venture, trust, or
other  enterprise  (an "Indemnifiable Party"), if his or her conduct was in good
faith,  he or she reasonably believed that his or conduct was in, or not opposed
to,  the Company's best interest, and in the case of any criminal proceeding, he
or  she  had  no  reasonable  cause  to believe his or her conduct was unlawful.
Termination of the proceeding by judgment, order, settlement, conviction or upon
a  plea  of  nolo  contendere or its equivalent is not, of itself, determinative
that  the  Indemnified  Party  did not meet the standard of conduct described in
this  section.

         2. Certain Restrictions on Indemnification. Notwithstanding anything to
the  contrary  in  this Agreement, the Company may not indemnify the Indemnified
Party under Section 1, in connection with a proceeding by or in the right of the
Company  or  any  affiliate  of  the  Company in which the Indemnified Party was
adjudged liable to the Company or the respective affiliate of the Company, or in
connection with any other proceeding charging that the Indemnified Party derived
an  improper  personal  benefit, whether or not involving action in his official
capacity,  in which proceeding he was adjudged liable on the basis he derived an
improper  personal benefit, unless ordered by a court of competent jurisdiction.

         3.  Mandatory  Indemnification.  The  Company  shall  indemnify  the
Indemnified Party if he or she is successful, on the merits or otherwise, in the
defense  of any proceeding, or the defense of any claim, issue, or matter in the
proceeding,  to  which  he  or  she  was  a party because he or she is or was an
Indemnifiable  Party,  against  reasonable  expenses  incurred  by him or her in
connection with the proceeding or claim with respect to which he or she has been
successful.

         4.  Determination.  Notwithstanding  anything  to  the contrary in this
Agreement, the Company shall not indemnify the Indemnified Party under Section 1
unless  authorized  and  a determination has been made in the specific case that
indemnification  of  the  Indemnified  Party is permissible in the circumstances
because  the  Indemnified  Party  has met the applicable standard of conduct set
forth  in  Section  1.  Such  determination  shall  be  made (1) by the Board of
Directors  by  majority  vote of those present at a meeting at which a quorum is
present, and only those directors not parties to the proceeding shall be counted
in  satisfying  the quorum, (2) if a quorum cannot be attained, by majority vote
of  a  committee of the Board of Directors designated by the Board of Directors,
which  committee  shall  consist  of  two  or  more directors not parties to the
proceeding,  except  that  directors  who  are  parties  to  the  proceeding may
participate  in  the  designation of directors for the committee, (3) by special
legal  counsel selected by the Board of Directors or its committee in the manner
prescribed  by  the  Act, or (4) by the shareholders, by a majority of the votes
entitled  to  be  cast  by  holders  of qualified shares (i.e. shares held by an
person  other  than  the  Indemnified  Person, family members of the indemnified
person,  or  entities  owned  or  controlled by the Indemnified Person) that are
present  in person or by proxy at a meeting. A majority of the votes entitled to
be cast by the holders of all qualified shares constitutes a quorum for purposes
of  action  that complies with this section. Shareholders' action that otherwise
complies  with  this  section is not affected by the presence of holders, or the
voting,  of  shares  that  are  not  qualified  shares.

<PAGE>
         5.  General  Indemnification.  The  indemnification  and advancement of
expenses  provided  by  this Agreement shall not be construed to be exclusive of
any  other  rights  to  which a person seeking indemnification or advancement of
expenses  may  be  entitled  under any Articles of Incorporation of the Company,
bylaw,  other  agreement,  vote  of  shareholders or disinterested directors, or
otherwise,  both  as  to  action  in  his  official capacity and as to action in
another  capacity  while  holding  such  office.

         6.  Advances.  The  Company  shall  pay for or reimburse the reasonable
expenses  incurred  by  the  Indemnified  Party  if he or she is made party to a
proceeding  in  advance  of  final  disposition  of  the  proceeding if: (1) the
Indemnified Party furnishes the Company a written affirmation of his or her good
faith belief that he or she has met the applicable standard of conduct described
in  Section  1,  (2)  the  Indemnified  Party furnishes to the Company a written
undertaking, executed personally or on his behalf, to repay the advance if it is
ultimately  determined  that  he or she did not meet the standard of conduct and
(3)  a  determination  is  made  that  the  facts  then  known to those making a
determination  would  not  preclude  indemnification under this Agreement or the
Act.

         7.  Scope  of  Indemnification.  The indemnification and advancement of
expenses  authorized  by  this  Agreement  is  intended to permit the Company to
indemnify  the Indemnified Party to the fullest extent, but not in excess of the
fullest  extent,  permitted  by the laws of the State of Texas. In the event the
Act  is  amended to expand or restrict the circumstances under, extent to which,
or  method  by  which  the  Company  may  indemnify  or  advance expenses to the
Indemnified  Party,  this Agreement shall automatically be deemed to comply with
and  include  the  substance  of  such  amendment  to  the  Act.

         8.  [INSURANCE.  THE  COMPANY  SHALL PURCHASE AND MAINTAIN INSURANCE ON
BEHALF  OF  ANY PERSON WHO IS OR WAS A DIRECTOR, OFFICER, EMPLOYEE, FIDUCIARY OR
AGENT  OF  THE  COMPANY, OR IS OR WAS SERVING AT THE REQUEST OF THE COMPANY AS A
DIRECTOR, OFFICER, EMPLOYEE, FIDUCIARY OR AGENT OF ANOTHER COMPANY, PARTNERSHIP,
JOINT  VENTURE,  TRUST,  OR  OTHER  ENTERPRISE,  AGAINST  ANY LIABILITY ASSERTED
AGAINST OR INCURRED BY HIM IN SUCH CAPACITY OR ARISING OUT OF HIS STATUS IN SUCH
CAPACITY,  WHETHER  OR  NOT  THE  COMPANY  WOULD HAVE THE POWER TO INDEMNIFY HIM
AGAINST  THE LIABILITY UNDER THE PROVISIONS OF THIS AGREEMENT OR THE LAWS OF THE
STATE  OF  TEXAS,  AS  THE  SAME  MAY  HEREAFTER  BE  AMENDED  OR  MODIFIED.]

         9.  No  New  Employment  Rights.  This  Agreement  does  not  create in
Indemnified  Person  any  right  with respect to continuation of service, and it
shall  not  be  deemed  to  interfere  in  any  way  with the Company's right to
terminate,  or  otherwise  modify,  Indemnified  Person's  service  at any time.

         10.  Titles  and  Captions.  All  Section  titles  and captions in this
Agreement are for convenience or reference only, and shall not be deemed part of
this  Agreement,  and  in  no way define, limit, extend or describe the scope or
intent  of  any  provision  hereof.

         11.  Applicable  Law.  This  Agreement shall be construed in accordance
with  and  shall  be  governed  by  the  laws  of  the  State  of  Texas.

         12.  Assignment/Binding Effect. The Indemnified Person may not transfer
or  assign,  by operation of law or otherwise, this Agreement or any interest in
this  Agreement.  This  Agreement  shall  be binding upon and shall inure to the
benefit  of  the  Company,  its  successors  and  assigns.


<PAGE>
         13.  No  Waiver of Breach. No waiver by either party hereto at any time
of any breach by the other party hereto of, or compliance with, any condition or
provision of the Agreement to be performed by such other party shall be deemed a
waiver  of  similar or dissimilar provisions or conditions at the same or at any
prior  or  subsequent  time.

         14.  Termination.  This  Agreement may be terminated by the Indemnified
Person  and  the Company by mutual written agreement at any time. This Agreement
shall only apply to the Indemnified Person's acts or omissions while functioning
as  an  Indemnifiable  Person,  and  this  Agreement  shall  terminate  upon the
termination  of  the  Indemnified  Person's  service as an Indemnifiable Person;
provided,  however,  the  rights  and  obligations  of  the  parties  under this
Agreement  shall continue to apply with respect to all periods prior to the date
the  Indemnified  Persons  cease  to  be  an  Indemnifiable  Person.

         15.  Severability.  In  the  event  any  condition,  covenant  or other
provision  herein  contained  is  held  to  be  invalid  or void by any court of
competent jurisdiction, the same shall be deemed severable from the remainder of
this Agreement and shall in no way affect any other covenant or condition herein
contained.  If  such  condition,  covenant  or  other  provision shall be deemed
invalid due to its scope or breadth, such provision shall be deemed valid to the
extent  of  the  scope  or  breadth  permitted  by  law.

         16.  Definitions.  The  following words used herein shall have the same
meaning  as  set  forth  in  Section 16-10a-901 of the Act: (a) "liability," (b)
"proceeding,"  (c)  "director,"  and  (d)  "officer."

         17.  Amendment.  This Agreement may be amended only by a writing signed
by  the  Company  and  the  Indemnified  Person.

         IN  WITNESS  WHEREOF,  the  Company  and  the  Indemnified  Person have
executed  this  Agreement  as  of  the  day  and  year  first  set  forth above.


/s/ Peter O'Heeron
----------------------------------
Peter  O'Heeron,  President
"COMPANY"
 NeoSurg  Technologies,  Inc.,
a  Texas  company

"INDEMNIFIED  PERSON"
/s/ Peter O'Heeron
----------------------------------
 Name:  Peter  O'Heeron
 Position:  Director


"INDEMNIFIED  PERSON"
/s/ Robert Allen
----------------------------------
 Name:  Robert  Allen
 Position:  Director


"INDEMNIFIED  PERSON"
/s/ Charles Hansen
----------------------------------
 Name:  Charles  Hansen
 Position:  Director