Lock-Up Agreement

AMERI-CAN RAILWAY SYSTEMS, INC.


                           Lock-Up Agreement





AMERI-CAN RAILROAD SYSTEMS, Inc. ("ARS")
000 XxxXXX Xxxxxx
Xxxxxxxxx, XX 00000



Re: ARS ("the Company") Proposed Issuance of Common Stock

Dear Sirs:


I am a shareholder of ARS, a New Hampshire Corporation. In
consideration of the proposed initial offering for sale of ARS's
shares to the public, under what is commonly referred to as a
Regulation D-Rule 504 offering, that is intended to raise capital and
improve the Company's viability, I hereby agree that for a period of
two years from the date of the first of such sales, I will not,
directly or indirectly, offer, sell, grant any options to purchase or
otherwise dispose of any shares of Company Common Stock without  prior
written consent of the company, except that I may transfer any number
of such shares to my children, by gift or otherwise, provided that any
such shares will continue to be subject to the restriction set forth
in this letter.


This agreement shall be binding on the undersigned and its respective
successors, heirs, personal representatives and assigns.

                                       Very truly yours,



                              Name:  Xxx Xxxx in Trust

                                      For Xxxx Estate
                              Title:  President - TAIMA


Dated:  July 5, 1998          Signature: /s/ Xxx Xxxx