Equity Incentive Plan


    

       

      AMERICAN
        SURGICAL HOLDINGS, INC.

      EQUITY
        INCENTIVE PLAN

       

                1.       Purpose.
        The
        purpose of the plan is to provide incentives to attract, retain and motivate
        eligible persons whose present and potential contributions are important
        to the
        success of AMERICAN SURGICAL HOLDINGS, INC., a Delaware corporation (the
        “Company”), and its Subsidiaries and Affiliates, by offering them an opportunity
        to participate in the Company’s future performance through awards of Options and
        Restricted Stock. Capitalized terms not defined in the text are defined in
        Section 22.

       

                2.       Shares
        Subject to the Plan; Per-Person Award Limitation.

       

                          2.1       Number
        of Shares Available.  
        Subject
        to Sections 2.2 and 17, the total number of Shares reserved and available
        for
        grant and issuance pursuant to the Plan shall be Three Million (3,000,000)
        Shares. Subject to Sections 2.2 and 17, Shares shall again be available for
        grant and issuance in connection with future Awards under the Plan that:
        (a) are
        subject to issuance upon exercise of an Option but cease to be subject to
        such
        Option for any reason other than exercise of such Option; (b) are subject
        to an
        Award granted hereunder but are forfeited; or (c) are subject to an Award
        that
        otherwise terminates without Shares being issued. Subject to Sections 2.2
        and
        17, in no event shall the aggregate number of Shares that may be issued pursuant
        to incentive stock options exceed Three Million (3,000,000)
        Shares.

       

                          2.2       Adjustment
        of Shares.
        In the
        event that the number of outstanding Shares is changed by a stock dividend,
        recapitalization, stock split, reverse stock split, subdivision or similar
        change in the capital structure of the Company without consideration, then:
        (a)
        the number of Shares reserved for issuance under the Plan; (b) the Exercise
        Prices of and number of Shares subject to outstanding Options; and (c) the
        number of Shares subject to other outstanding Awards shall be proportionately
        adjusted, subject to any required action by the Board or the shareholders
        of the
        Company and in compliance with applicable securities laws.

       

                          2.3
              Individual
        Award Limitation.
        Notwithstanding any other provision in this Plan, and in addition to any
        requirements of this Plan, the maximum number of Shares granted hereunder
        to any
        one Participant may not exceed twenty percent (20%) of the total Shares subject
        to the Plan (subject to adjustments as provided in Sections 2.2 and 17
        hereof).

       

                3.       Eligibility.

       

                          3.1       General.
        All  Awards set forth herein may be granted to employees, officers,
        directors,  consultants and advisors of the Company or any Parent,
        Subsidiary or Affiliate of the Company, provided such consultants and advisors
        render bona fide 

       

       

      
        
          
          

        

        
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      services
        not in connection with the offer and sale of securities in a capital-raising
        transaction. A person may be granted more than one Award under the
        Plan.

       

                4.       Administration.

       

                          4.1       Compensation
        Committee. 
        The
        Plan shall be administered by a committee ("Committee") appointed by the
        Company's Board of Directors. The membership of the Committee shall be
        constituted so as to comply at all times with the then applicable requirements
        for “outside directors” of Rule 16(b)-3 promulgated under the Exchange Act and
        Section 162(m) of the Code. Any determination made by the Committee with
        respect
        to any Award shall be made in its sole discretion at the time of grant of
        the
        Award or, unless in contravention of any express term of the Plan or Award,
        at
        any later time, and such determination shall be final and binding on the
        Company
        and all persons having an interest in any Award under the
        Plan.

       

                          4.2       Committee
        Authority.
        Subject
        to the general purposes, terms and conditions of the Board, the Committee
        shall
        have full power to implement and carry out the Plan. The Committee may delegate
        to one or more officers of the Company the authority to make recommendations
        to
        grant an Award under the Plan to Participants who are not Insiders of the
        Company. The Committee shall have the authority to:

       

      	a.  	
              construe
                and interpret the Plan, any Award Agreement and any other agreement
                or
                document executed pursuant to the Plan;

            


       

      	b.  	
              recommend
                to the Board amendments to the rules and regulations relating to
                the
                Plan;

            


       

      	c.  	
              select
                the persons to receive Awards;

            


       

      	d.  	
              determine
                the form and terms of Awards;

            


       

      	e.  	
              determine
                the number of Shares or other consideration subject to
                Awards;

            


       

      	f.  	
              determine
                whether Awards will be granted singly, in combination, in tandem
                with, in
                replacement of, or as alternatives to, other Awards under the Plan
                or any
                other incentive or compensation plan of the Company or any Parent,
                Subsidiary or Affiliate of the Company;

            


       

      	g.  	
              determine
                the granting of certain waivers of Plan or Award
                conditions;

            


       

      	h.  	
              determine
                the conditions concerning the vesting, exercisability and payment
                of
                Awards;

            


       

      	i.  	
              recommend
                to the Board such matters so as to correct any defect, supply any
                omission, or reconcile any inconsistency in the Plan, any Award or
                any
                Award Agreement;

            


       

      	j.  	
              determine
                whether an Award has been earned; and

            


       

      	k.  	
              make
                all other determinations necessary or advisable for the administration
                of
                the Plan. 

            


       

       

      
        
          
          

        

        
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                          4.3       Exchange
        Act Requirements.
        If the
        Company is subject to the Exchange Act, the Company will take appropriate
        steps
        to comply with the disinterested director requirements of Section 16(b) of
        the
        Exchange Act, including but not limited to, the appointment by the Board
        of a
        committee consisting of not less than two persons (who are members of the
        Board), each of whom is a Disinterested Person.

       

                          4.4       Address
        of Committee.
        The
        Committee’s address to which any correspondence or notifications may be sent or
        given is:

       

                                    AMERICAN
        SURGICAL HOLDINGS, INC.

                                    10039
        Bissonnet #250 

                                    Houston,
        Texas 77036-7852

                                    Attention:
        Chief Executive Officer

       

                5.       Options.
        The
        Committee may grant Options to eligible persons and shall determine whether
        such
        Options shall be Incentive Stock Options within the meaning of the Code (“ISO”)
        or Nonqualified Stock Options (“NQSO”), the number of Shares subject to the
        Option, the Exercise Price of the Option, the period during which the Option
        may
        be exercised, and all other terms and conditions of the Option, subject to
        the
        following:

       

                          5.1       Form
        of Option Grant.
        Each
        Option granted under the Plan shall be evidenced by an Award Agreement which
        shall expressly identify the Option as an ISO or NQSO (“Stock Option
        Agreement”), and be in such form and contain such provisions (which need not be
        the same for each Participant) as the Committee shall from time to time approve,
        and which shall comply with and be subject to the terms and conditions of
        the
        Plan.

       

                          5.2       Date
        of Grant.
        The
        date of grant of an Option shall be the date on which the Committee makes
        the
        determination to grant such Option, unless otherwise specified by the Committee.
        The Stock Option Agreement and a copy of the Plan will be delivered to the
        Participant within a reasonable time after the granting of the
        Option.

       

                          5.3       Exercise
        Period.
        Options
        shall be exercisable within the times or upon the events determined by the
        Committee as set forth in the Stock Option Agreement; provided, however,
        that no
        Option shall be exercisable after the expiration of ten (10) years from the
        date
        the Option is granted, and provided further that no Option granted to a person
        who directly or by attribution owns more than ten percent (10%) of the total
        combined voting power of all classes of stock of the Company or any Parent
        or
        Subsidiary of the Company (“Ten Percent Shareholder”) shall be exercisable after
        the expiration of five (5) years from the date the Option is granted. The
        Committee also may provide for the Options to become exercisable at one time
        or
        from time to time, periodically or otherwise, in such number or percentage
        as
        the Committee determines.

       

       

      
        
          
          

        

        
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                          5.4       Exercise
        Price.
        The
        Exercise Price shall be determined by the Committee when the Option is granted
        and may be not less than the par value of a Share on the date of grant provided
        that: (i) the Exercise Price of an ISO shall be not less than one hundred
        percent (100%) of the Fair Market Value of the Shares on the date of grant;
        (ii)
        the Exercise Price of any ISO granted to a Ten Percent Shareholder shall
        not be
        less than one hundred ten percent (110%) of the Fair Market Value of the
        Shares
        on the date of grant; and (iii) the Exercise Price of any option granted
        that
        the Committee intends to qualify under Section 162(m) of the Code, shall
        not be
        less than one hundred percent (100%) of the Fair Market Value of the Shares
        on
        the date of grant. Payment for the Shares purchased may be made in accordance
        with Section 7 of the Plan.

       

                          5.5       Method
        of Exercise.
        Options
        may be exercised only by delivery to the Company of a written stock option
        exercise agreement (the “Exercise Agreement”) in a form approved by the
        Committee (which need not be the same for each Participant), stating the
        number
        of Shares being purchased, the restrictions imposed on the Shares, if any,
        and
        such representations and agreements regarding Participant’s investment intent
        and access to information and other matters, if any, as may be required or
        desirable by the Company to comply with applicable securities laws, together
        with payment in full of the Exercise Price for the number of Shares being
        purchased.

       

                          5.6       Termination.
        Unless
        otherwise set forth in the Stock Option Agreement, the exercise of an Option
        shall be subject to the following:

       

      	a.  	
              If
                the Participant is Terminated for any reason except death or Disability,
                then Participant may exercise such Participant’s Options only to the
                extent that such Options would have been exercisable upon the Termination
                Date no later than three (3) months after the Termination Date (or
                such
                shorter time period as may be specified in the Stock Option Agreement),
                but in any event, no later than the expiration date of the
                Options.

            


       

      	b.  	
              If
                the Participant is terminated because of death or Disability (or
                the
                Participant dies within three (3) months of such termination), then
                Participant’s Options may be exercised only to the extent that such
                Options would have been exercisable by Participant on the Termination
                Date
                and must be exercised by Participant (or Participant’s legal
                representative or authorized assignee) no later than twelve (12)
                months
                after the Termination Date (or such shorter time period as may be
                specified in the Stock Option Agreement), but in any event no later
                than
                the expiration date of the Options; provided, however, that in the
                event
                of termination due to Disability other than as defined in Section
                22(e)(3)
                of the Code, any ISO that remains exercisable after ninety (90) days
                after
                the date of termination shall be deemed a NQSO.


            


       

                          5.7       Limitations
        on Exercise.
        The
        Committee may specify a reasonable minimum number of Shares that may be
        purchased on any exercise of an Option, provided that such minimum number
        will
        not prevent Participant from exercising the Option for the full number of
        Shares
        for which it is then exercisable.

       

       

      
        
          
          

        

        
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                          5.8       Modification,
        Extension or Renewal.
        The
        Committee may modify, extend or renew outstanding Options and authorize the
        grant of new Options in substitution therefore, provided that any such action
        may not without the written consent of Participant, impair any of Participant’s
        rights under any Option previously granted. Any outstanding ISO that is
        modified, extended, renewed or otherwise altered shall be treated in accordance
        with Section 424(h) of the Code. The Committee may reduce the Exercise Price
        of
        outstanding Options without the consent of Participants affected by a written
        notice to them; provided, however, that the Exercise Price may not be reduced
        below the minimum Exercise Price that would be permitted under Section 5.4
        of
        the Plan for Options granted on the date the action is taken to reduce the
        Exercise Price.

      


                          5.9       No
        Disqualification.
        Notwithstanding any other provision in the Plan, no term of the Plan relating
        to
        ISOs shall be interpreted, amended or altered, nor shall any discretion or
        authority granted under the Plan be exercised, so as to disqualify the Plan
        under Section 422 of the Code or, without the consent of the Participant
        affected, to disqualify any ISO under Section 422 of the Code.

      


                6.       Restricted
        Stock. A
        Restricted Stock Award is an offer by the Company to sell to an eligible
        person
        Shares that are subject to restrictions. The Committee shall determine to
        whom
        an offer will be made, the number of Shares the person may purchase, the
        price
        to be paid (the “Purchase Price”), the restrictions to which the Shares shall be
        subject, and all other terms and conditions of the Restricted Stock Award,
        subject to the following:

      


                          6.1       Form
        of Restricted Stock Award.
        All
        purchases under a Restricted Stock Award made pursuant to the Plan shall
        be
        evidenced by an Award Agreement (“Restricted Stock Purchase Agreement”) that
        shall be in such form (which need not be the same for each Participant) as
        the
        Committee, shall from time to time approve, and shall comply with and be
        subject
        to the terms and conditions of the Plan. The offer of Restricted Stock shall
        be
        accepted by the Participant’s execution and delivery of the Restricted Stock
        Purchase Agreement and full payment for the shares to the Company within
        thirty
        (30) days from the date the Restricted Stock Purchase Agreement is delivered
        to
        the person. If such person does not execute and deliver the Restricted Stock
        Purchase Agreement along with full payment for the Shares to the Company
        within
        thirty (30) days, then the offer shall terminate, unless otherwise determined
        by
        the Committee.

      


                          6.2       Purchase
        Price.
        The
        Purchase Price of Shares sold pursuant to a Restricted Stock Award shall
        be
        determined by the Committee on the date the Restricted Stock Award is granted
        but shall in no event less than the par value of the Shares. Payment of the
        Purchase Price may be made in accordance with Section 7 of the
        Plan.

      


                          6.3       Restrictions.
        Restricted Stock Awards shall be subject to such restrictions as the Committee
        may impose. The Committee may provide for the lapse of such restrictions
        in
        installments and may accelerate or waive such restrictions, in whole or in
        part,
        based on length of service, performance or such other factors or criteria
        as the
        Committee may determine. Restricted Stock Awards that the Committee intends
        to
        qualify under Code section 162(m) shall be subject to a performance-based
        goal.


       

       

      
        
          
          

        

        
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      Restrictions
        on such stock shall lapse based on one (1) or more of the following performance
        goals: stock price, market share, sales increases, earning per share, return
        on
        equity, cost reductions, or any other similar performance measure established
        by
        the Committee. Such performance measures shall be established by the Committee,
        in writing, no later than the earlier of: (a) ninety (90) days after the
        commencement of the performance period with respect to which the Restricted
        Stock award is made; and (b) the date as of which twenty-five percent (25%)
        of
        such performance period has elapsed.

      


                7.       Payment
        For Share Purchases.

      


                          7.1       Payment.
        Payment
        for Shares purchased pursuant to the Plan may be made in cash (by check)
        or,
        where expressly approved for the Participant by the Committee and where
        permitted by law:

       

      	a.  	
              by
                cancellation of indebtedness of the Company to the
                Participant;

            


       

      	b.  	
              by
                transfer of Shares that either (1) have been owned by Participant
                for more
                than six (6) months and have been paid for within the meaning of
                SEC Rule
                144; or (2) were obtained by Participant in the public
                market;

            


       

      	c.  	
              by
                waiver of compensation due or accrued to Participant for services
                rendered;

            


       

      	d.  	
              by
                tender of property;

            


       

      	e.  	
              with
                a promissory note in favor of the Company, which such note shall
                (1)
                provide for full recourse to the maker, (2) be collateralized by
                the
                pledge of the Shares that the Optionee purchases upon exercise of
                the
                Option, (3) bear interest at the prime rate of the Company’s principal
                lender, and (4) contain such other terms as the Committee in its
                sole
                discretion shall reasonably require;

            


       

      	f.  	
              by
                a “cashless exercise” in which Shares which would otherwise be delivered
                upon exercise of the Option may be used to satisfy the payment of
                the
                exercise price of the Option, in accordance with the following formula:
                

            


       

                   X
        = Y
        (A-B) 

                              
        A

      


                   Where:

                   X
        = the number of Shares to be issued to Optionee.

                   Y
        = the number of Shares purchasable under the amount of the Option being
        exercised

                   A
        = the per Share Fair Market Value

                   B
        = the per Share Exercise Price of the Option 

       

      	g.  	
              with
                respect only to purchases upon exercise of an Option, and provided
                that a
                public market for the Company’s stock exists:


            


       

       

      
        
          
          

        

        
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      (1)
        through a “same day sale” commitment from Participant and a broker-dealer that
        is a member of the National Association of Securities Dealers (an “NASD Dealer”)
        whereby the Participant irrevocably elects to exercise the Option and to
        sell a
        portion of the Shares so purchased to pay for the Exercise Price, and whereby
        the NASD Dealer irrevocably commits upon receipt of such Shares to forward
        the
        Exercise Price directly to the Company; or

       

      (2)
        through a “margin” commitment from Participant and an NASD Dealer whereby
        Participant irrevocably elects to exercise the Option and to pledge the Shares
        so purchased to the NASD Dealer in a margin account as security for a loan
        from
        the NASD Dealer in the amount of the Exercise Price, and whereby the NASD
        Dealer
        irrevocably commits upon receipt of such Shares to forward the exercise price
        directly to the Company; or

       

      	h.  	
              by
                any combination of the foregoing. 

            


       

                If
        the Exercise Price or purchase price is paid in whole or in part with 
Shares or through the withholding of Shares issuable upon exercise of the
        Option, the value of the Shares surrendered or withheld shall be their Fair
        Market Value on the date the Option is exercised.

      


                8.       Withholding
        Taxes.

      


                          8.1       Withholding
        Generally.
        Whenever Shares are to be issued in satisfaction of Awards granted under
        the
        Plan, the Company may require the Participant to remit to the Company an
        amount
        sufficient to satisfy federal, state and local withholding tax requirements
        prior to the delivery of any certificate or certificates for such Shares.
        Whenever, under the Plan, payments in satisfaction of Awards are to be


      made
        in
        cash, such payment shall be net of an amount sufficient to satisfy federal,
        state, and local withholding tax requirements

      


                          8.2       Stock
        Withholding.
        When,
        under applicable tax laws, a Participant incurs tax liability in connection
        with
        the exercise or vesting of any Award that is subject to tax withholding and
        the
        Participant is obligated to pay the Company the amount required to be withheld,
        the Committee may allow the Participant to satisfy the minimum withholding
        tax
        obligation by electing to have the Company withhold from the Shares to be
        issued
        that number of Shares having a Fair Market Value equal to the minimum amount
        required to be withheld, determined on the date that the amount of tax to
        be
        withheld is to be determined (the “Tax Date”). All elections by a Participant to
        have Shares withheld for this purpose shall be made in writing in a form
        acceptable to the Committee and shall be subject to the following restrictions:
        

       

      	a.  	
              the
                election must be made on or prior to the applicable Tax
                Date;

            


       

      	b.  	
              once
                made, then except as provided below, the election shall be irrevocable
                as
                to the particular Shares as to which the election is
                made;

            


       

       

      
        
          
          

        

        
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      	c.  	
              all
                elections shall be subject to the consent or disapproval of the
                Committee;

            


       

      	d.  	
              
                if
                  the Participant is an Insider and if the Company is subject to
                  Section
                  16(b) of the Exchange Act: (1) the election may not be made within
                  six (6)
                  months of the date of grant of the Award, except as otherwise permitted
                  by
                  SEC Rule 16(b)-3(e) under the Exchange Act, and (2) either (A)
                  the
                  election to use stock withholding must be irrevocably made at least
                  six
                  (6) months prior to the Tax Date (although such election may be
                  revoked at
                  any time at least six (6) months prior to the Tax Date) or (B)
                  the
                  exercise of the Option or election to use stock withholding must
                  be made
                  in the ten (10) day period beginning on the third day following
                  the
                  release of the Company’s quarterly or annual summary statement of sales or
                  earnings; and

              

            


       

      	e.  	
              in
                the event that the Tax Date is deferred until six (6) months after
                the
                delivery of Shares under Section 83(b) of the Code, the Participant
                shall
                receive the full number of Shares with respect to which the exercise
                occurs, but such Participant shall be unconditionally obligated to
                tender
                back to the Company the proper number of Shares on the Tax Date.
                

            


       

                9.       Privileges
        of Stock Ownership. No
        Participant shall have any of the rights of a shareholder with respect to
        any
        Shares until the Shares are issued to the Participant. After Shares are issued
        to the Participant, the Participant shall be a shareholder and have all the
        rights of a shareholder with respect to such Shares, including the right to vote
        and receive all dividends or other distributions made or paid with respect
        to
        such Shares; provided, that if such Shares are Restricted Stock, then any
        new,
        additional or different securities the Participant may become entitled to
        receive with respect to such Shares by virtue of a stock dividend, stock
        split
        or any other change in the corporate or capital structure of the Company
        shall
        be subject to the same restrictions as the Restricted Stock.

      


                10.      Transferability.
        Awards
        granted under the Plan, and any interest therein, shall not be transferable
        or
        assignable by Participant, and may not be made subject to execution, attachment
        or similar process, otherwise than by will or by the laws of descent and
        distribution or as consistent with the specific Plan and Award Agreement
        provisions relating thereto. During the lifetime of the Participant an Award
        shall be exercisable only by the Participant, and any elections with respect
        to
        an Award, may be made only by the Participant.

      


                11.      Restrictions
        on Shares.
        At the
        discretion of the Committee, the Company may reserve to itself and/or its
        assignee(s) in the Award Agreement a right of first refusal to purchase all
        Shares that a Participant (or a subsequent transferee) may propose to transfer
        to a third party.

      


                12.      Certificates.
        All
        certificates for Shares or other securities delivered under the Plan shall
        be
        subject to such stock transfer orders, legends and other restrictions as
        the
        Committee may deem necessary or advisable, including restrictions under any
        applicable federal, state or foreign securities law, or any rules, regulations
        and other requirements of the SEC or any stock exchange or automated quotation
        system upon which the Shares may be listed.

       

       

      
        
          
          

        

        
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                13.      Escrow;
        Pledge of Shares.
        To
        enforce any restrictions on a Participant’s Shares, the Committee may require
        the Participant to deposit all certificates representing Shares, together
        with
        stock powers or other instruments of transfer approved by the Committee,
        appropriately endorsed in blank, with the Company or an agent designated
        by the
        Company to hold in escrow until such restrictions have lapsed or terminated,
        and
        the Committee may cause a legend or legends referencing such restrictions
        to be
        placed on the certificates.

      


                14.      Exchange
        and Buy out of Awards.
        The
        Committee, may, at any time or from time to time, authorize the Company,
        with
        the consent of the respective Participants, to issue new Awards in exchange
        for
        the surrender and cancellation of any or all outstanding Awards. The Company
        may
        at any time buy from a Participant an Award previously granted with payment
        in
        cash, Shares (including Restricted Stock) or other consideration, based on
        such
        terms and conditions as the Company and the Participant shall
        agree.

      


                15.      Securities
        Law and Other Regulatory Compliance.
        An
        Award shall not be effective unless such Award is in compliance with all
        applicable federal and state securities laws, rules and regulations of any
        governmental body, and the requirements of any stock exchange or automated
        quotation system upon which the Shares may then be listed, as they are in
        effect
        on the date of grant of the Award and also on the date of exercise or other
        Issuance. Notwithstanding any other provision in the Plan, the Company shall
        have no obligation to issue or deliver certificates for Shares under the
        Plan
        prior to: (a) obtaining any approvals from governmental agencies that the
        Company determines are necessary or advisable, and/or (b) completion of any
        registration or other qualification of such shares under any state or federal
        law or ruling of any governmental body that the Company determines to be
        necessary or advisable. The Company shall be under no obligation to register
        the
        Shares with the SEC or to effect compliance with the registration, qualification
        or listing requirements of any state securities laws, stock exchange or
        automated quotation system, and the Company shall have no liability for any
        inability or failure to do so.

      


                16.      No
        Obligation to Employ.
        Nothing
        in the Plan or any Award granted under the Plan shall confer or be deemed
        to
        confer on any Participant any right to continue in the employ of, or to continue
        any other relationship with, the Company or any Parent, Subsidiary or Affiliate
        of the Company or limit in any way the right of the Company or any Parent,
        Subsidiary or Affiliate of the Company to terminate Participant’s employment or
        other relationship at any time, with or without cause.

       

       

      
        
          
          

        

        
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                17.      Corporate
        Transactions.

      


                          17.1      Assumption
        or Replacement of Awards by Successor.
        In the
        event of (a) a merger or consolidation in which the Company is not the surviving
        corporation (other than a merger or consolidation with a wholly-owned
        subsidiary, a reincorporation of the Company in a different jurisdiction,
        or
        other transaction in which there is no substantial change in the shareholders
        of
        the company and the Awards granted under the Plan are assumed or replaced
        by the
        successor corporation, which assumption shall be binding on all Participants);
        (b) a dissolution or liquidation of the Company; (c) the sale of substantially
        all of the assets of the Company; or (d) any other transaction which qualifies
        as a “corporate transaction” under Section 424(a) of the Code wherein the
        shareholders of the Company give up all of their equity interest in the Company
        (except for the acquisition, sale or transfer of all or substantially all
        of the
        outstanding shares of the Company), all outstanding Awards may, to the extent
        permitted by applicable law, be replaced by the successor corporation (if
        any)
        with Awards of equivalent value, which replacement shall be binding on all
        Participants. In the alternative, substantially similar consideration may
        be
        provided to Participants as was provided to shareholders (after taking into
        account the existing provisions of the Awards). The successor corporation
        may
        also issue, in place of outstanding Shares of the Company held by the
        Participant, substantially similar shares or other property subject to
        repurchase restrictions no less favorable to the Participant.

      


                          17.2      Other
        Treatment of Awards.
        Subject
        to any greater rights granted to Participants under the foregoing provisions
        of
        this Section 17, in the event of the occurrence of any transaction described
        in
        Section 17.1, any outstanding Awards shall be treated as provided in the
        applicable agreement or plan of merger, consolidation, dissolution, liquidation,
        sale of assets or other “corporate transaction.”

      


                          17.3      Assumption
        of Awards by the Company.
        The
        Company, from time to time, also may grant Awards identical to awards granted
        by
        another company, whether in connection with an acquisition of such other
        company
        or otherwise, by granting an Award under the Plan in replacement of such
        other
        company’s award. Such replacement shall be permissible if the holder of the
        replaced award would have been eligible to be granted an Award under the
        Plan if
        the other company had applied the rules of the Plan to such grant. In the
        event
        the Company grants Awards identical to an award granted by another company,
        the
        terms and conditions of such award shall remain unchanged (except that the
        exercise price and the number and nature of Shares issuable upon exercise
        of any
        such option will be adjusted approximately pursuant to Section 424(a) of
        the
        Code).

      


                18.      Adoption
        and Shareholder Approval. 
        The
        Plan shall become effective on the date that it is adopted by the Board (the
        “Effective Date”). The Plan shall be approved by the shareholders of the Company
        (excluding Shares issued pursuant to this Plan), consistent with applicable
        laws, within twelve months before or after the Effective Date. Upon the
        Effective Date, the Committee may grant Awards pursuant to the Plan; provided,
        however, that: (a) no Option may be exercised prior to initial shareholder
        approval of the Plan; (b) no Option granted pursuant to an increase in the
        number of Shares approved by the Board shall be exercised prior to the time
        such
        increase has been approved by the shareholders of the Company; and in the
        event
        that shareholder approval is not obtained within the time period provided
        herein, all Awards granted hereunder shall be canceled, any Shares issued
        pursuant to any Award shall be canceled and any purchase of Shares hereunder
        shall be rescinded. After the Company becomes subject to Section 16(b) of
        the
        Exchange Act, the Company will comply with the requirements of Rule 16(b)-3
        (or
        its successor), as amended, with respect to shareholder
        approval.

       

       

      
        
          
          

        

        
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                19.      Term
        of Plan. The
        Plan
        will terminate ten (10) years from the Effective Date or, if earlier, the
        date
        of shareholder approval of the Plan.

      


                20.      Amendment
        or Termination of Plan. 
        The
        Board may at any time terminate or amend the Plan in any respect, including
        without limitation amendment of any form of Award Agreement or instrument
        to be
        executed pursuant to the Plan; provided, however, that: (a) the Board shall
        not,
        without the approval of the shareholders of the Company, amend the Plan in
        any
        manner that requires such shareholder approval pursuant to the Code or the
        regulations promulgated thereunder as such provisions apply to ISO plans
        or
        pursuant to the Exchange Act or Rule 16(b)-3 (or its successor), as amended,
        thereunder; and (b) no outstanding Award shall be deemed effected by such
        amendment without the advance written consent of the Participant(s) holding
        such
        outstanding Award(s) at the time of the proposed termination or
        amendment.

      


                21.      Nonexclusivity
        of the Plan. Neither
        the adoption of the Plan by the Board, the submission of the Plan to the
        shareholders of the Company for approval, nor any provision of the Plan shall
        be
        construed as creating any limitations on the power of the Board to adopt
        such
        additional compensation arrangements as it may deem desirable, including,
        without limitation, the granting of stock options and bonuses otherwise than
        under the Plan, and such arrangements may be either generally applicable
        or
        applicable only in specific cases.

      


                22.      Definitions.
        As used
        in the Plan, the following terms shall have the following meanings:


      “Affiliate”
        means any corporation that directly, or indirectly through one or more
        intermediaries, controls or is controlled by, or is under common control
        with,
        another corporation, where “control” (including the terms “controlled by” and
“under common control with”) means the possession, direct or indirect, of the
        power to cause the direction of the management and policies of the corporation,
        whether through the ownership of voting securities, by contract or
        otherwise.

      


                          “Award”
        means any award under the Plan, including any Option or Restricted
        Stock.

      


                          “Award
        Agreement” means, with respect to each Award, the signed written agreement
        between the Company and the Participant setting forth the terms and conditions
        of the Award.

      


                          “Board”
        means the Board of Directors of the Company.

      


                          “Code”
        means the Internal Revenue Code of 1986, as amended.

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
 

                          “Committee”
        means a committee appointed by the Company's Compensation Committee (said
        Compensation Committee itself being first appointed by the Company's
        Board).

      


                          “Company”
        means American Surgical Holdings, Inc., a Delaware corporation, or any successor
        company.

      


                          “Disability”
        means a disability, whether temporary or permanent, partial or total, as
        determined by the Committee.

      


                          “Disinterested
        Person”  means
        a
        director who has not, during the period that person is a member of the Committee
        and for one (1) year prior to service as a member of the Committee, been
        granted
        or awarded equity securities pursuant to the Plan or any other plan of the
        Company or any Parent, Subsidiary or Affiliate of the Company, except in
        accordance with the requirements set forth in Rule 16(b)-3(c)(2)(I) (and
        any
        successor regulation thereto) as promulgated by the SEC under Section 16(b)
        of
        the Exchange Act, as such rule is amended from time to time and as interpreted
        by the SEC.

      


                          “Exchange
        Act” means the Securities Exchange Act of 1934, as amended.

      


                          “Exercise
        Price” means the price at which a holder of an Option may purchase the Shares
        issuable upon exercise of the Option.

      


                          “Fair
        Market Value” means, as of any date, the value of a share of the Company’s
        Common Stock determined as follows: 

       

      	a.  	
              
                if
                  such Common Stock is then quoted on the Nasdaq market, the average
                  of the
                  last five (5) closing sales prices reported on the Nasdaq
                  market;

              

            


       

      	b.  	
              
                if
                  such Common Stock is publicly traded and is then listed on a national
                  securities exchange, the average of the last five (5) closing sales
                  prices
                  on the principal national securities exchange on which the Common
                  Stock is
                  listed or admitted to
                  trading;

              

            


       

      	c.  	
              
                if
                  such Common Stock is publicly traded but is not quoted on a Nasdaq
                  market
                  nor listed or admitted to trading on a national securities exchange,
                  the
                  average of the last five (5) closing sales prices as reported by
                  Bloomberg
                  Financial Markets; or

              

            


       

      	d.  	
              if
                none of the foregoing is applicable, by the Board of Directors of
                the
                Company in good faith. 

            


       

                          “Insider”
        means an officer or director of the Company or any other person whose
        transactions in the Company’s Common Stock are subject to Section 16 of the
        Exchange Act.

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      
 

                          “Option”
        means an award of an option to purchase Shares pursuant to Section
        5.

      


                          “Parent”
        means any corporation (other than the Company) in an unbroken chain of
        corporations ending with the Company, if at the time of the granting of an
        Award
        under the Plan, each of such corporations other than the Company owns stock
        possessing fifty percent (50%), or more, of the total combined voting power
        of
        all classes of stock in one of the other corporations in such
        chain.

      


                          “Participant”
        means a person who receives an Award under the Plan.

      


                          “Plan”
        means
        this American Surgical Holdings, Inc. Equity Incentive Plan, as amended from
        time to time.

      


                          “Restricted
        Stock Award” means an award of Shares pursuant to Section 6.

      


                          “SEC”
        means the Securities and Exchange Commission.

      


                          “Securities
        Act” means the Securities Act of 1933, as amended.

      


                          “Shares”
        means shares of the Company’s Common Stock reserved for issuance under the Plan,
        as adjusted pursuant to Sections 2 and 17, and any successor
        security.

      


                          “Subsidiary”
        means any corporation (other than the Company) in an unbroken chain of
        corporations beginning with the Company if, at the time of granting of the
        Award, each of the corporations other than the last corporation in the unbroken
        chain owns stock possessing fifty percent (50%), or more, of the total combined
        voting power of all classes of stock in one of the other corporations in
        such
        claim.

      


                          “Termination”
        or “Terminated” means, for purposes of the Plan with respect to a Participant,
        that the Participant has ceased to provide services as an employee, director,
        consultant or advisor, to the Company or a Parent, Subsidiary or Affiliate
        of
        the Company, except in the case of sick leave, military leave, or any other
        leave of absence approved by the Committee, provided, that such leave is
        for a
        period of not more than ninety (90) days, or reinstatement upon the expiration
        of such leave is guaranteed by contract or statute. The Committee shall have
        sole discretion to determine whether a Participant has ceased to provide
        services and the effective date on which the Participant ceased to provide
        services (the “Termination Date”).

      



      
        
          
          

        

        
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      EXERCISE
        NOTICE

       

      AMERICAN
        SURGICAL HOLDINGS, INC.

      10039
        Bissonnet #250 

      Houston,
        Texas 77036-7852

      Attention:
        Chief Executive Officer

       

      Attention:
        Stock Option Plan Administrator

       

      1.          Exercise
        of Option.
        Effective as of today, ___________, ____, the undersigned ("Participant")
        hereby
        elects to exercise Participant's option to purchase ________ shares of the
        Common Stock (the "Shares")
        of
        American Surgical Holdings, Inc. (the "Company")
        under
        and pursuant to the American Surgical Holdings, Inc. Equity Incentive Plan
        (the
        "Plan")
        and
        the Stock Option Agreement dated March __, 2007 (the "Option
        Agreement").

       

      2.          Delivery
        of Payment.
        Purchaser herewith delivers to the Company the full purchase price of the
        Shares, as set forth in the Option Agreement.

       

      3.          Representations
        of Participant.
        Participant acknowledges that Participant has received, read and understood
        the
        Plan and the Option Agreement and agrees to abide by and be bound by their
        terms
        and conditions.


       

      4.          Rights
        as Shareholder.
        Until
        the issuance of the Shares (as evidenced by the appropriate entry on the
        books
        of the Company or of a duly authorized transfer agent of the Company), no
        right
        to vote or receive dividends or any other rights as a shareholder shall exist
        with respect to the Optioned Stock, notwithstanding the exercise of the Option.
        The Shares shall be issued to the Participant as soon as practicable after
        the
        Option is exercised.

       

      5.          Tax
        Consultation.
        Participant understands that Participant may suffer adverse tax consequences
        as
        a result of Participant's purchase or disposition of the Shares. Participant
        represents that Participant has consulted with any tax consultants Participant
        deems advisable in connection with the purchase or disposition of the Shares
        and
        that Participant is not relying on the Company for any tax
        advice.


       

      6.          Successors
        and Assigns.
        The
        Company may assign any of its rights under this Exercise Notice to single
        or
        multiple assignees, and this Exercise Notice shall inure to the benefit of
        the
        successors and assigns of the Company. Subject to the restrictions on transfer
        herein set forth, this Exercise Notice shall be binding upon Participant
        and his
        or her heirs, executors, administrators, successors and assigns.

       

       

      
        
          
          

        

        
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      7.          Withholding
        Taxes.
        There
        may be a regular federal income tax liability upon the exercise of this Option.
        Participant will be treated as having received compensation income (taxable
        at
        ordinary income tax rates) equal to the excess, if any, of the Fair Market
        Value
        of the Shares on the date of exercise over the Exercise Price. If Participant
        is
        an employee, the Company will be required to withhold from Participant’s
        compensation or collect from Participant and pay to the applicable taxing
        authorities an amount equal to a percentage of this compensation income at
        the
        time of exercise.

       

      8.          Governing
        Law.
        This
        Exercise Notice is governed by the internal substantive laws of the state
        of
        Texas.

       

      9.          Entire
        Agreement.
        The
        Plan and Option Agreement are incorporated herein by reference. This Exercise
        Notice, the Plan, the Option Agreement constitute the entire agreement of
        the
        parties with respect to the subject matter hereof and supersede in their
        entirety all prior undertakings and agreements of the Company and Participant
        with respect to the subject matter hereof, and may not be modified adversely
        to
        the Participant's interest except by means of a writing signed by the Company
        and Participant.

       

      


       

      Submitted
        by:                                                    Accepted
        by:

       

      PARTICIPANT                                                AMERICAN
        SURGICAL HOLDINGS, INC.

       

      ________________________________
             By: _____________________________

       

      Signature

       

      ________________________________
             Title: ____________________________

       

      Print
        Name

       

       

      15