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                                  EXHIBIT 4.01

                                LOCK-UP AGREEMENT

NHancement Technologies Inc.
39420 Liberty Street, Suite 250
Fremont, Ca 94538
USA

Gentlemen:

The undersigned is a former registered and beneficial owner of certain fully
paid-up ordinary shares of Advantis Network & System Sdn. Bhd. ("Advantis") a
company incorporated in Malaysia. Pursuant to the terms of that certain
Agreement for the Sale of Shares in Advantis Network & System Sdn. Bhd. dated as
of June 20, 1997, by and between NHancement Technologies Inc., a company
incorporated under the laws of the State of Delaware, the United States of
America ("NHAN"), and all of the shareholders of Advantis, as amended by two
Supplemental Agreements each dated as of November 26, 1997 (collectively the
"Sale Agreement"), the undersigned agreed to sell all of his ordinary shares of
Advantis in exchange for the issuance by NHAN of shares of its common stock,
$0.01 par value per share ("Common Stock"). The undersigned acknowledges that
the consummation of the Sale Agreement will be of benefit to the undersigned
and that NHAN is relying in part on the representations and agreements of the
undersigned contained herein in effecting the share issuance contemplated by
the Sale Agreement.

In consideration of the foregoing and in connection with the Common Stock to be
issued to the undersigned effective December 15, 1997 (the "Initial Shares"),
the undersigned hereby agrees that the undersigned will not, without the prior
written consent of NHAN (which consent may be withheld in NHAN's sole
discretion), directly or indirectly, sell, offer, contract or grant any option
to sell (including, without limitation, any short sale), pledge, transfer or
otherwise dispose of any such Initial Shares, for a period commencing on
December 15, 1997, and continuing to February 4, 1999; provided, however, that
commencing one year from the issuance date of the Initial Shares the undersigned
may sell, offer, contract or grant an option to sell, pledge, transfer or
otherwise dispose of up to an aggregate of 50% of such Initial Shares
beneficially owned by the undersigned, so long as any such disposition is done
in compliance with Rule 144 promulgated by the United States. Securities and
Exchange Commission pursuant to the Securities Act of 1933 ("Rule 144"). The
undersigned also agrees that in connection with all Common Stock (if any) which
may subsequently be issued to the undersigned pursuant to the Sale Agreement,
the undersigned may sell, offer, contract or grant an option to sell, pledge,
transfer or otherwise dispose of such additional Common Stock only if any such
disposition is done in compliance with Rule 144. The undersigned agrees and
consents to the entry of stop transfer instructions with NHAN's registrar and
transfer agent prohibiting the transfer of the Common Stock except in
compliance with the foregoing restrictions.

Notwithstanding anything herein to the contrary, the undersigned may transfer
any of the Common Stock: (i) by will or the laws governing descent and
distribution; or (ii) by gift to members of the immediate family of the
undersigned; provided, that no such transfer shall be consummated or effective
unless and until each proposed transferee executes and delivers to NHAN a Lockup
Agreement providing for the same restrictions on transfer as set forth in this
Lockup Agreement.

This Lockup Agreement is irrevocable and will be binding on the undersigned and
the respective successors, heirs, personal representatives, and permissible
assigns of the undersigned. This Lockup Agreement shall be governed by the laws
of the State of Delaware without regard to the laws of other jurisdictions.

Dated:
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