<TABLE>
<CAPTION>


                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                               WHITE ROCK JV, LTD.

                                TABLE OF CONTENTS

                                                                                                               Page
                                                                                                               ----
ARTICLE I             ORGANIZATIONAL MATTERS
<S>                                                                             <C>                              <C>

         1.1      Formation...............................................................................        1
         1.2      Name....................................................................................        1
         1.3      Term....................................................................................        1
         1.4      Registered Office and Principal Office of Partnership;
                  Addresses of Partners...................................................................        2
         1.5      Ownership...............................................................................        2
         1.6      Title to Partnership Property...........................................................        2
         1.7      Limits of Partnership...................................................................        2

ARTICLE II            DEFINITIONS.........................................................................        2

ARTICLE III           PURPOSE

         3.1      Purposes and Scope......................................................................        8

ARTICLE IV            CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS

         4.1      Initial Capital Contributions...........................................................        8
         4.2      Additional Capital Contributions........................................................        8
         4.3      Other Capital Contributions.............................................................        8
         4.4      Defaults in Making Required Capital Contributions.......................................        8
         4.5      Capital Accounts........................................................................        9
         4.6      Negative Capital Accounts...............................................................       12
         4.7      Interest................................................................................       12
         4.8      No Withdrawal...........................................................................       12
         4.9      Loans From Partners.....................................................................       12

ARTICLE V             ALLOCATIONS

         5.1      Allocations of Profits and Losses.......................................................       13
         5.2      Special Allocations of Profits and Losses...............................................       14
         5.3      Curative Allocations....................................................................       15
         5.4      Tax Allocations:  Code Section 704(c)...................................................       16
         5.5      Other Allocation Rules..................................................................       16

ARTICLE VI            DISTRIBUTIONS

         6.1      Distributions...........................................................................       17
         6.2      Make-Up Payments........................................................................       17
         6.3      Payments Not Deemed Distributions.......................................................       18
         6.4      Withheld Amounts........................................................................       18



<PAGE>

ARTICLE VII           MANAGEMENT OF THE PARTNERSHIP

         7.1      Designation and Authority of General Partner............................................       18
         7.2      Major Decisions.........................................................................       19
         7.3      Certificate of Limited Partnership......................................................       20
         7.4      Compensation and Reimbursement of General Partner.......................................       20
         7.5      Partnership Funds.......................................................................       20
         7.6      Duties..................................................................................       20
         7.7      Transactions with Affiliates............................................................       20
         7.8      Outside Activities; Conflicts of Interest...............................................       21
         7.9      Resolution of Conflicts of Interest.....................................................       21
         7.10     Indemnification.........................................................................       21
         7.11     Liability of General Partner............................................................       21
         7.12     Reliance by General Partner.............................................................       22
         7.13     Insurance...............................................................................       22

ARTICLE VIII          RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

         8.1      Limitation of Liability.................................................................       22
         8.2      Management of Business..................................................................       22
         8.3      Outside Activities......................................................................       22
         8.4      Return of Capital.......................................................................       23

ARTICLE IX            BOOKS, RECORDS, ACCOUNTING AND REPORTS

         9.1      Records and Accounting..................................................................       23
         9.2      Fiscal Year.............................................................................       23
         9.3      Reports.................................................................................       23

ARTICLE X             TAX MATTERS

         10.1     Preparation of Tax Returns..............................................................       24
         10.2     Tax Elections...........................................................................       24
         10.3     Tax Controversies.......................................................................       24
         10.4     Organizational Expenses.................................................................       24
         10.5     Taxation as a Partnership...............................................................       24

ARTICLE XI            TRANSFERS OF PARTNERSHIP INTERESTS

         11.1     Transfer Restrictions...................................................................       24
         11.2     Transfers by General Partner............................................................       25
         11.3     Transfers by Limited Partners...........................................................       25
         11.4     Additional Limitations on Transfers of Limited Partnership Interests....................       25
         11.5     Distributions and Allocations in Respect of Transferred Partnership
                  Interests...............................................................................       25
         11.6     Admission of Initial and Substitute Limited Partners and Successor
                  General Partner.........................................................................       26
         11.7     Prohibited Transfers....................................................................       26
         11.8     Specific Performance and Other Remedies.................................................       27
         11.9     PHYMED Purchase Option..................................................................       27


<PAGE>

ARTICLE XII           WITHDRAWAL AND REMOVAL OF GENERAL PARTNER

         12.1     Events of Withdrawal....................................................................       28
         12.2     Removal.................................................................................       28

ARTICLE XIII          DISSOLUTION AND WINDING UP

         13.1     Dissolution.............................................................................       29
         13.2     Continuation of the Partnership.........................................................       29
         13.3     Liquidation.............................................................................       30
         13.4     Distribution in Kind....................................................................       31
         13.5     Cancellation of Certificate of Limited Partnership......................................       31
         13.6     Return of Capital.......................................................................       31

ARTICLE XIV           AMENDMENT OF AGREEMENT; CONSENTS

         14.1     Amendment Procedures....................................................................       32
         14.4     Action Without a Meeting................................................................       32

ARTICLE XV            GENERAL PROVISIONS

         15.1     Addresses and Notices...................................................................       32
         15.2     Titles and Captions.....................................................................       32
         15.3     Pronouns and Plurals....................................................................       32
         15.4     Further Action..........................................................................       33
         15.5     Binding Effect..........................................................................       33
         15.6     Integration.............................................................................       33
         15.7     Creditors...............................................................................       33
         15.8     Waiver..................................................................................       33
         15.9     Counterparts............................................................................       33
         15.10    Applicable Law..........................................................................       33
         15.11    Invalidity of Provisions................................................................       33
</TABLE>

EXHIBITS

Exhibit A - Percentage Interests
Exhibit B - Initial Capital Contributions
Exhibit C - MRI Lease


<PAGE>



THE PARTNERSHIP INTERESTS REPRESENTED BY THIS LIMITED PARTNERSHIP AGREEMENT HAVE
NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933 OR  UNDER  ANY  STATE
SECURITIES ACTS IN RELIANCE UPON EXEMPTIONS  UNDER THOSE ACTS. THE SALE OR OTHER
DISPOSITION  OF THE  PARTNERSHIP  INTERESTS  IS  PROHIBITED  UNLESS SUCH SALE OR
DISPOSITION  IS MADE IN COMPLIANCE  WITH ALL SUCH  APPLICABLE  ACTS.  ADDITIONAL
RESTRICTIONS  ON TRANSFER  OF THE  PARTNERSHIP  INTERESTS  ARE SET FORTH IN THIS
AGREEMENT.

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                               WHITE ROCK JV, LTD.

         THIS AGREEMENT OF LIMITED PARTNERSHIP OF WHITE ROCK JV, LTD. is entered
into as of December ____, 1999 (the  "Commencement  Date"), by and among PHYMED,
INC., an Oklahoma  ("PHYMED"),  as General Partner,  and LDE Ventures,  Inc., an
Illinois corporation ("LDE"), as Limited Partner.

         Certain terms used in this agreement are defined in Article II hereof.

                                    ARTICLE I

                             ORGANIZATIONAL MATTERS

         1.1  Formation.  Subject  to the  provisions  of  this  Agreement,  the
Partners  hereby form the Partnership as a limited  partnership  pursuant to the
Texas Act. Except as expressly  provided  herein,  the rights and obligations of
the Partners and the  administration and termination of the Partnership shall be
governed by the Texas Act.

         1.2 Name. The name of the Partnership shall be, and the business of the
Partnership  shall be  conducted  under the name of,  White  Rock JV,  Ltd.  The
General Partner may change the name of the Partnership at any time and from time
to time and shall provide the Limited  Partners with written notice of such name
change within twenty (20) days after such name change.

         1.3 Term. The  Partnership  shall continue in existence until the close
of Partnership  business on December 31, 2049, or until the earlier  termination
of the  Partnership in accordance  with the provisions of Section  13.1(b).  The
General  Partner  shall not  commence or engage in any business on behalf of the
Partnership  until after the  Effective  Date,  other than matters  necessary or
incidental to the organization of the Partnership.


<PAGE>


         1.4      Registered Office and Principal Office of Partnership;
Addresses of Partners.

                  (a)  Partnership   Offices.   The  registered  office  of  the
         Partnership  in the  State of Texas  shall be 9603  White  Rock  Trail,
         Dallas, Texas 75238, and the registered agent for service of process on
         the Partnership at such registered  office shall be George C. Barker or
         such other registered office or registered agent as the General Partner
         may  from  time  to  time  designate.   The  principal  office  of  the
         Partnership  shall be 9603 White Rock Trail,  Dallas,  Texas 75238,  or
         such  other  place  as the  General  Partner  may  from  time  to  time
         designate. The General Partner shall notify each Limited Partner within
         ten (10) days  following  the change of the  location of the  principal
         office of the Partnership. The Partnership may maintain offices at such
         other place or places as the General Partner deems advisable.

                  (b)  Addresses of Partners.  The address of each Partner shall
         be the address of such Partner appearing on the signature pages to this
         Agreement.  A Partner  may change its address at any time by giving all
         of the other Partners ten (10) days prior written notice of such change
         in address.

         1.5 Ownership. The interest of each Partner in the Partnership shall be
personal property for all purposes. All property and interests in property, real
or personal,  owned by the Partnership  shall be deemed owned by the Partnership
as an entity, and no Partner,  individually,  shall have any ownership interests
in such  property  or  interest  except by having an  ownership  interest in the
Partnership as a Partner.  Each of the Partners  irrevocably waives,  during the
term of the Partnership  and during any period of its liquidation  following any
dissolution,  any right that it may have to  maintain  any action for  partition
with respect to any of the property of the Partnership.

         1.6      Title to Partnership Property.  Legal title to all property of
the Partnership shall be held and conveyed in the name of the Partnership.

         1.7 Limits of Partnership.  The relationship between the parties hereto
shall be  limited to the  carrying  on of the  business  of the  Partnership  in
accordance  with  the  terms  of this  Agreement.  Such  relationship  shall  be
construed  and  deemed  to be a  limited  partnership  for the sole and  limited
purpose of  carrying  on such  business.  Except as  otherwise  provided  for or
contemplated  in this  Agreement,  nothing herein shall be construed to create a
partnership  between the Partners or to authorize  any Partner to act as general
agent for any other Partner.



<PAGE>

                                   ARTICLE II

                                   DEFINITIONS

         The  following  definitions  shall  apply  to the  terms  used  in this
Agreement, unless otherwise clearly indicated to the contrary in this Agreement:

         "Adjusted  Capital Account Deficit" means, with respect to any Partner,
the deficit balance,  if any, in such Partner's Capital Account as of the end of
the relevant fiscal year, after giving effect to the following adjustments:  (a)
any  amounts  that such  Partner  is, or is deemed to be,  obligated  to restore
pursuant to section  1.704-1(b)(2)(ii)(c)  of the  Regulations,  the penultimate
sentence  of  section  1.704-2(g)(1)  of the  Regulations,  or  the  penultimate
sentence of section 1.704-2(i)(5) of the Regulations,  shall be credited to such
Capital    Account;    and    (b)    the    items    described    in    sections
1.704-1(b)(2)(ii)(d)(4),  (5),  and (6) of the  Regulations  shall be debited to
such Capital  Account.  The  foregoing  definition of Adjusted  Capital  Account
Deficit   is   intended   to   comply   with   the    provisions    of   section
1.704-1(b)(2)(ii)(d)  of the Regulations  and shall be interpreted  consistently
therewith.

         "Affiliate" means any Person that directly or indirectly  controls,  is
controlled by, or is under common control with, the Person in question.  As used
in this  definition,  the term  "control"  means  the  possession,  directly  or
indirectly,  of the power to direct or cause the direction of the management and
policies  of a  Person,  whether  through  ownership  of voting  securities,  by
contract or otherwise.

         "Agreement" means this Agreement of Limited Partnership  of  White Rock
JV, Ltd., as it may be amended, supplemented, or restated from time to time.

         "Available Cash" of the Partnership as of any date means all cash funds
of the  Partnership  on hand  from  time  to  time  after:  (a)  payment  of all
Partnership  Costs and  Expenses  that are due and payable as of such time;  (b)
provision for payment of all Partnership  Costs and Expenses that are reasonably
anticipated to become due and payable within 30 days following the date on which
Available  Cash is being  determined;  and (c) provision  for adequate  reserves
(working capital and/or capital),  the amount of such reserves to be established
by the General Partner and approved by a Super-Majority Interest.

         "Average  Daily Scans"  means,  with  respect to a particular  calendar
month,  the quotient of (a) the aggregate  number of scans performed by the MRI,
all Business Days for such calendar month, divided by (b) the number of Business
Days during such calendar month.

         "Book Depreciation" has the meaning set forth in Section 4.5(b)(v).

         "Book Value" has the meaning set forth in Section 4.5(c).

         "Business  Day"  means  any day  during  which  the  Center is open for
patient treating for at least 5 hours.

         "Capital  Account" means the capital  account  maintained for a Partner
pursuant to Section 4.5(a).

         "Capital  Contribution" means any cash or other property contributed by
a Partner to the Partnership pursuant to the provisions of this Agreement.

         "Center" means the location in Dallas, Texas where the MRI is operated.


<PAGE>


         "Certificate"  means the Certificate of Limited  Partnership filed with
the  Secretary  of State of the State of Texas  pursuant to Section 7.3, as such
Certificate may be amended or restated from time to time.

         "Code"  means the  Internal  Revenue  Code of 1986,  as amended  and in
effect from time to time.

         "Commencement Date" means December _____, 1999.

         "Composite  Sharing  Ratio" of each Partner  means,  at any  particular
time, the quotient  (expressed as a percentage)  of (a) the aggregate  amount of
distributions  since the Commencement  Date to such Partner under Section 6.1(c)
hereof,  divided  by  (b)  the  aggregate  amount  of  distributions  since  the
Commencement Date to all Partners under Section 6.1(c) hereof.

         "Event  of  Bankruptcy"  means,  with  respect  to any  Partner  or the
Partnership, any of the following acts or events:

          (a) making an assignment for the benefit of creditors;

          (b)  filing a voluntary petition in bankruptcy;

          (c)  becoming  the  subject of an order for  relief or being  declared
     insolvent  or  bankrupt in any federal or state  bankruptcy  or  insolvency
     proceeding;

          (d) filing a petition or answer seeking a reorganization, arrangement,
     composition,  readjustment,  liquidation,  dissolution,  or similar  relief
     under any statute, law or regulation;

          (e) filing an answer or other pleading admitting or failing to contest
     the material  allegations of a petition filed against it in a proceeding of
     the type described in parts (a) through (d) of this definition;

          (f) making an  admission  in writing of an  inability  to pay debts as
     they mature;

          (g)  giving  notice  to any  governmental  body  that  insolvency  has
     occurred,  that  insolvency  is  pending,  or  that  operations  have  been
     suspended;

          (h) seeking,  consenting to, or  acquiescing  in the  appointment of a
     trustee,  receiver,  or  liquidator of all or any  substantial  part of its
     properties; or

          (i) the expiration of 90 days after the date of the  commencement of a
     proceeding  against  such  Person  seeking   reorganization,   arrangement,
     composition,  readjustment,  liquidation,  dissolution,  or similar  relief
     under any  statute,  law,  or  regulation  if the  proceeding  has not been
     previously  dismissed,  or the  expiration of 60 days after the date of the
     appointment,  without such Person's consent or acquiescence,  of a trustee,
     receiver, or liquidator of such Person or of all or any substantial part of
     such  Person's  properties,  if the  appointment  has not  previously  been
     vacated  or  stayed,  or the  expiration  of 60  days  after  the  date  of
     expiration of a stay, if the appointment has not been previously vacated.


<PAGE>


         "Excess Amount" has the meaning set forth in Section 5.1(a)(iii).

         "General Partner" means PHYMED, Inc., in  its  capacity  as the general
partner of the Partnership, or its successors or assigns.

         "Limited  Partners" means LDE Ventures,  Inc., and any other Person who
has been admitted or is deemed to have been admitted as a limited partner in the
Partnership  and whose  admission has been reflected on the books and records of
the Partnership.

         "Liquidator" has the meaning set forth in Section 13.3.

         "Losses" has the meaning set forth in Section 4.5(b).

         "MRI" means the  magnetic  resonance  imaging  machine  operated by the
Partnership pursuant to the MRI Lease.

         "MRI Lease" means that certain  Lease,  by and between the  Partnership
and Prime Leasing, Inc., attached hereto as Exhibit C.

         "Nonrecourse   Deductions"   has  the  meaning  set  forth  in  section
1.704-2(b)(1) of the Regulations.

         "Option Notice" has the meaning set forth in Section 11.9(b).

         "Partner" means a General Partner or a Limited Partner.

         "Partner  Minimum Gain" means partner  nonrecourse debt minimum gain as
determined under the rules of section 1.704-2(i) of the Regulations.

         "Partner  Nonrecourse  Deduction"  has the meaning set forth in section
1.704-2(i)(1) and (2) of the Regulations.

         "Partnership"  means the limited  partnership  established  pursuant to
this Agreement by the filing of the  Certificate  with the Secretary of State of
the State of Texas.

         "Partnership Estimated Net Taxable Income" has the meaning set forth in
Section 6.4(a).

         "Partnership  Interest" means the interest acquired by a Partner in the
Partnership  including,  without  limitation,  such Partner's  right:  (a) to an
allocable  share of the  Profits,  Losses,  and  other  income,  gains,  losses,
deductions,  and credits of the Partnership;  (b) to a distributive share of the
assets of the Partnership;  (c) if a Limited  Partner,  to vote on those matters
described  in this  Agreement;  and (d) if the  General  Partner,  to manage and
operate the Partnership.


<PAGE>


         "Partnership  Minimum  Gain"  has the  meaning  set  forth  in  section
1.704-2(d) of the Regulations.

         "Percentage  Interest"  means the  percentage  interest of a Partner in
certain  rights and  obligations  described in this  Agreement.  The  Percentage
Interest  of each  Partner  as of any date is set forth in  Exhibit  A  attached
hereto, as such Exhibit may be revised from time to time to reflect  adjustments
pursuant to Section 4.4, Section 4.5 and Article XI hereof.

         "Person"  means an individual  or a  corporation,  partnership,  trust,
estate, unincorporated organization, association, or other entity.

         "Prime Rate" means the rate of interest  announced from time to time by
Bank One, as its prime, reference or other similar rate.

         "Profits" has the meaning set forth in Section 4.5(b).

         "Purchase Price" has the meaning set forth in Section 11.9(c).

         "Regulations" means the Department of Treasury Regulations  promulgated
under the Code, as amended and in effect (including  corresponding provisions of
succeeding regulations).

         "Regulatory Allocations" has the meaning set forth in Section 5.3.

         "Securities Act" means the Securities Act of 1933, as amended,  and any
successor to such statute.

         "Sharing  Ratios" means,  with respect to a particular  calendar month,
the following  percentages based on the Average Daily Scans performed by the MRI
for such month:


<PAGE>


    ----------------------------------------------------------------------------
      Average Daily Scans for      Sharing Ratio for     Sharing Ratio for LDE
      Such Calendar Month         PHYMED for Such       for SuchCalendar Month
                                   Calendar Month
    ----------------------------------------------------------------------------
           5 or fewer                       35.00%                  65.00%
                6                           36.67%                  63.33%
                7                           37.86%                  62.14%
                8                           38.75%                  61.25%
                9                           39.44%                  60.56%
               10                           40.00%                  60.00%
               11                           40.46%                  59.54%
               12                           40.83%                  59.17%
               13                           41.15%                  58.85%
               14                           41.43%                  58.57%
               15                           41.67%                  58.33%
               16                           41.88%                  58.12%
               17                           42.05%                  57.95%
               18                           42.22%                  57.78%
               19                           42.37%                  57.63%
           20 or more                       42.50%                  57.50%


         The Partners hereby agree that the Sharing Ratios of the Partners shall
be automatically adjusted pursuant to Sections 4.4(c) and 6.2 hereof.

         "Shortfall" has the meaning set forth in Section 4.2.

         "Super-Majority  Interest"  means  the  owners  of more than 85% of the
Percentage Interests of the Partners.

         "Texas Act" means the Texas Revised Limited  Partnership  Act,  Article
6132a-1 of Title 105 of the Texas Revised Civil  Statutes,  as it may be amended
from time to time, and any successor to such Texas Act.

         "Transfer" has the meaning set forth in Section 11.1.

         "Undistributed  Priority  Return"  means,  with  respect  to LDE on any
particular date, the amount in a special recordkeeping account maintained by the
Partnership for LDE equal to: (a) the product of (i) $18,750  multiplied by (ii)
the  number  of  calendar  months  (and  partial   calendar   months)  from  the
Commencement Date to such particular date;  reduced (but not below zero) by: (b)
the sum of (i) aggregate  amount of cash  distributed to LDE pursuant to Section
6.1(a), plus (ii) the aggregate amount of UPR Elimination  Payments to LDE which
have actually been made since the Commencement Date.

         "UPR Elimination Payment" has the meaning set forth in Section 6.2.


<PAGE>


                                   ARTICLE III

                                     PURPOSE

         3.1   Purposes and Scope.  Subject to the provisions of this Agreement,
 the purpose of the Partnership are to:

               (a) operate, lease, manage, improve, sell, transfer and otherwise
          use the MRI to be located in Dallas, Texas;

               (b) enter into contracts with respect to the use and operation of
          the MRI, advertise and promote the use of the MRI; and

               (c) do any and all other acts or things  which may be  incidental
          or  necessary to carry on the  business of the  Partnership  as herein
          contemplated.

                                   ARTICLE IV

                   CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS

         4.1 Initial  Capital  Contributions.  On the  Commencement  Date,  each
Partner shall be credited with making the Capital Contribution shown opposite of
its or his name on Exhibit B hereto, and in that regard,  each Partner's Capital
Account as of the Commencement Date shall be the amount shown opposite of its or
his name on Exhibit B hereto.

         4.2 Additional Capital  Contributions.  After the Capital Contributions
described in Section 4.1 have been made, if at any time,  the  Partnership  does
not  have  sufficient  cash  funds  on  hand to pay its  operating  expenses  (a
"Shortfall"),  PHYMED shall make a Capital Contribution to the Partnership equal
to such Shortfall.  LDE shall not be obligated to make any Capital  Contribution
to the Partnership other than the Capital Contribution described in Section 4.1.

         4.3 Other Capital Contributions. Except as provided in Sections 4.1 and
4.2 hereof,  no Partner shall be required to make any Capital  Contributions  to
the Partnership without the unanimous consent of the Partners.  If, however, the
Partners  unanimously  consent to making  Capital  Contributions  in addition to
those  set forth in  Sections  4.1 and 4.2  hereof,  the  Capital  Contributions
approved unanimously by the Partners shall become required Capital Contributions
pursuant to the terms of the mandate approved by the Partners.

         4.4      Defaults in Making Required Capital Contributions.

                  (a) If a Partner  reasonably  determines  that another Partner
         has failed to make a Capital Contribution required under Section 4.1 or
         Section 4.2, then the General Partner (or if the General Partner or its
         Affiliate  is the  defaulting  Partner,  then a Partner  that is not an
         Affiliate  of the General  Partner)  shall send a notice (the  "Default
         Notice") to the Partner failing to make such Capital  Contribution  and
         to all other Partners,  notifying the defaulting Partner of its failure
         to make such Capital  Contribution,  the amount to be contributed,  and
         requesting  that such Capital  Contribution be made  immediately.  If a
         Partner fails to make a Capital  Contribution as required under Section
         4.2  within  five (5)  Business  Days  after  receiving  such a Default
         Notice,  then  the  Partner  failing  to  make  such  required  Capital
         Contribution  and  each of its  Affiliates  shall be in  default  (such
         Partner is referred to as the "Defaulting  Partner" and the amount that
         such  Partner  failed to  contribute  is  referred  to as the  "Default
         Amount").

<PAGE>


                  (b) If a Partner is a  Defaulting  Partner,  then the Partners
         that are not Defaulting  Partners (the  "Non-Defaulting  Partners") may
         advance an amount to the Partnership  equal to the Default Amount.  The
         Partners acknowledge and agree that any such advance shall be deemed to
         be a loan from the Non-Defaulting  Partner to the Defaulting Partner (a
         "Partner  Default  Loan").  Any such  Partner  Default  Loan  will be a
         nonrecourse obligation of the Defaulting Partner, will bear interest at
         the greater of (i) the Prime Rate plus 800 basis  points per annum,  or
         (ii)  fifteen  percent  per  annum,  will be  secured  by a first  lien
         priority  security  interest in the  Defaulting  Partner's  Partnership
         Interest,  and will be repaid out of any and all distributions to which
         the Defaulting Partner would otherwise be entitled from the Partnership
         until all accrued  interest and  outstanding  principal on such Partner
         Default Loan has been paid in full. A Defaulting  Partner may repay any
         Partner Default Loan at any time before  conversion of such loan into a
         Capital Contribution.

                  (c) At any time after sixty (60) days following the date after
         a Partner Default Loan has been made, a  Non-Defaulting  Partner making
         such loan may elect,  by providing  notice to each Partner,  to convert
         the Partner Default Loan into a Capital Contribution in an amount equal
         to the outstanding  principal balance of such Partner Default Loan. The
         accrued but unpaid  interest on such Partner  Default Loan shall remain
         an obligation of the Defaulting Partner. Upon making such election, the
         Sharing  Ratio  of the  Defaulting  Partner  for  each  calendar  month
         following  the date of such  election  shall be equal to 50  percent of
         what it otherwise would be, and the Sharing Ratio of the Non-Defaulting
         Partner  shall  be equal to the sum of (i) the  Sharing  Ratio  that it
         would have absent such election,  plus (ii) the amount of Sharing Ratio
         lost by the Defaulting Partner as a result of such election.

         4.5      Capital Accounts.

                  (a) Maintenance Rules. The Partnership shall maintain for each
         Partner a separate Capital Account in accordance with this Section 4.5,
         which shall  control the  division  of assets upon  liquidation  of the
         Partnership as provided in Section 13.3.  Each Capital Account shall be
         maintained in accordance with the following provisions:

                           (i) Such  Capital  Account  shall be increased by the
                  cash amount or Book Value of any property  contributed by such
                  Partner to the Partnership  pursuant to this  Agreement,  such
                  Partner's  allocable  share of  Profits  and any  items in the
                  nature of income or gains  which are  specially  allocated  to
                  such Partner  pursuant to Section 5.2 and Section 5.3, and the
                  amount of any Partnership  liabilities assumed by such Partner
                  or which  are  secured  by any  property  distributed  to such
                  Partner.

                           (ii) Such Capital  Account  shall be decreased by the
                  cash amount or Book Value of any property  distributed to such
                  Partner pursuant to this Agreement,  such Partner's  allocable
                  share of Losses and any items in the nature of  deductions  or
                  losses which are specially  allocated to such Partner pursuant
                  to  Section  5.2  and  Section  5.3,  and  the  amount  of any
                  liabilities of the Partner assumed by the Partnership or which
                  are secured by any property contributed by such Partner to the
                  Partnership.


<PAGE>

                           (iii)  If  all or a  portion  of an  interest  in the
                  Partnership  is  transferred  in accordance  with the terms of
                  this  Agreement,  the transferee  shall succeed to the Capital
                  Account  of the  transferor  to the  extent it  relates to the
                  transferred interest;  provided, however, that if the transfer
                  causes  a  termination  of  the   Partnership   under  section
                  708(b)(1)(B) of the Code, then the Partnership shall be deemed
                  to  have  contributed  its  assets  to a  new  partnership  in
                  exchange  for all of the  interests  in the  new  partnership,
                  followed  by a  distribution  of  the  interests  in  the  new
                  partnership  to  the  transferee  Partner  and  the  remaining
                  Partners of the Partnership in liquidation of the Partnership.

         The foregoing  provisions  and the other  provisions of this  Agreement
relating to the  maintenance  of Capital  Accounts  are  intended to comply with
section  1.704-1(b) of the Regulations and shall be interpreted and applied in a
manner consistent with such Regulations. If a Super-Majority Interest determines
that it is prudent to modify the manner in which the  Capital  Accounts,  or any
increases or decreases to the Capital Accounts,  are computed in order to comply
with such  Regulations,  the General  Partner may authorize such  modifications,
provided  that  it is not  likely  to  have a  material  effect  on the  amounts
distributable  to any Person  pursuant to Section 13.3 upon the  dissolution and
liquidation of the Partnership.

                  (b)  Definition of Profits and Losses.  "Profits" and "Losses"
         mean,  for each fiscal  year or other  period,  an amount  equal to the
         Partnership's   taxable  income  or  loss  for  such  year  or  period,
         determined  in accordance  with Code section  703(a) (for this purpose,
         all items of income,  gain,  loss or  deduction  required  to be stated
         separately  pursuant  to Code  section  703(a)(1)  shall be included in
         taxable income or loss), with the following adjustments:

                           (i)  Income of the  Partnership  that is exempt  from
                  federal  income tax and not  otherwise  taken into  account in
                  computing  Profits and Losses  pursuant to this Section 4.5(b)
                  shall be added to such taxable income or loss.

                           (ii) Any expenditures of the Partnership described in
                  Code  section   705(a)(2)(B),   or  treated  as  Code  section
                  705(a)(2)(B)      expenditures     pursuant     to     section
                  1.704-1(b)(2)(iv)(i)  of the  Regulations,  and not  otherwise
                  taken into account in computing Profits and Losses pursuant to
                  this Section  4.5(b),  shall be  subtracted  from such taxable
                  income or loss.

                           (iii) If the Book Value of any  partnership  asset is
                  adjusted   pursuant   to   Section   4.5(c)(ii)   or   Section
                  4.5(c)(iii), the amount of such adjustment shall be taken into
                  account as gain or loss from the disposition of such asset for
                  purposes of computing Profits and Losses.

                           (iv) Gain or loss resulting  from any  disposition of
                  property with respect to which gain or loss is recognized  for
                  federal  income tax purposes shall be computed by reference to
                  the Book Value of the property  disposed  of,  notwithstanding
                  that the adjusted tax basis of such property  differs from its
                  Book Value.


<PAGE>

                           (v) In lieu of the deduction for  depreciation,  cost
                  recovery or amortization  taken into account in computing such
                  taxable income or loss, there shall be taken into account Book
                  Depreciation  as  defined  in this  Section  4.5(b)(v).  "Book
                  Depreciation" for any asset means for any fiscal year or other
                  period an amount  that  bears the same ratio to the Book Value
                  of that asset at the  beginning  of such  fiscal year or other
                  period as the federal income tax depreciation, amortization or
                  other cost  recovery  deduction  allowable  for that asset for
                  such year or other  period  bears to the adjusted tax basis of
                  that asset at the beginning of such year or other  period.  If
                  the federal  income tax  depreciation,  amortization  or other
                  cost recovery deduction  allowable for any asset for such year
                  or other period is zero, then Book Depreciation for that asset
                  shall be  determined  with  reference to such  beginning  Book
                  Value  using any  reasonable  method  selected  by the General
                  Partner and approved by a Super-Majority Interest.

                           (vi)  Notwithstanding  any  other  provision  of this
                  Section  4.5(b),  any  items  that  are  specially   allocated
                  pursuant to Section 5.2 or Section 5.3 shall not be taken into
                  account in computing Profits and Losses.

                  (c) Definition of Book Value. "Book Value" means for any asset
         the asset's adjusted basis for federal income tax  purposes, except  as
         follows:

                           (i) The initial  Book Value of any asset  contributed
                  by a Partner to the Partnership shall be the gross fair market
                  value of such asset,  as determined by the General Partner and
                  approved by a Super-Majority Interest.

                           (ii) The Book Values of all Partnership  assets shall
                  be  adjusted  to equal  their  respective  gross  fair  market
                  values, as determined by the General Partner and approved by a
                  Super-Majority Interest, as of the following times: (A) on the
                  acquisition  of an additional  interest in the  Partnership by
                  any new or  existing  Partner in  exchange  for more than a de
                  minimis capital contribution if the General Partner reasonably
                  determines that such adjustment is necessary or appropriate to
                  reflect the relative economic interests of the Partners in the
                  Partnership;  (B) on the  distribution by the Partnership to a
                  Partner  of  more  than a de  minimis  amount  of  Partnership
                  property as  consideration  for an interest in the Partnership
                  if  the  General  Partner  reasonably   determines  that  such
                  adjustment is necessary or appropriate to reflect the relative
                  economic interests of the Partners in the Partnership; and (C)
                  on the  liquidation of the  Partnership  within the meaning of
                  section 1.704-1(b)(2)(ii)(g) of the Regulations.

<PAGE>


                           (iii)  The  Book  Value  of  any  Partnership   asset
                  distributed  to any  Partner  shall be the gross  fair  market
                  value of such asset on the date of distribution.

                           (iv) The Book Values of  Partnership  assets shall be
                  increased  (or  decreased)  to reflect any  adjustment  to the
                  adjusted basis of such assets  pursuant to Code section 734(b)
                  or Code  section  743(b),  but only to the  extent  that  such
                  adjustments  are taken  into  account in  determining  Capital
                  Accounts  pursuant  to  section  1.704-1(b)(2)(iv)(m)  of  the
                  Regulations and Section 5.2(d);  provided,  however, that Book
                  Values  shall  not  be  adjusted   pursuant  to  this  Section
                  4.5(c)(iv) to the extent the General  Partner  determines that
                  an adjustment  pursuant to Section  4.5(c)(ii) is necessary or
                  appropriate  in  connection  with  a  transaction  that  would
                  otherwise  result in an  adjustment  pursuant to this  Section
                  4.6(c)(iv).

                           (v) If the Book Value of an asset has been determined
                  or adjusted  pursuant  to Section  4.5(c)(i),  4.5(c)(ii),  or
                  4.5(c)(iv),  such Book Value shall  thereafter  be adjusted by
                  the Book Depreciation  taken into account with respect to such
                  asset for purposes of computing Profits and Losses.

         4.6 Negative Capital Accounts.  If any Partner has a deficit balance in
its Capital  Account,  such  Partner  shall have no  obligation  to restore such
negative  balance or to make any  Capital  Contribution  to the  Partnership  by
reason  thereof,  and such negative  balance shall not be considered an asset of
the Partnership or of any Partner.

         4.7  Interest.  No interest shall be paid by the Partnership on Capital
Contributions or on balances in Capital Accounts.

         4.8  No Withdrawal.  No Partner shall be entitled to withdraw any  part
of  its  Capital   Contribution  or  its  Capital  Account  or  to  receive  any
distribution from the Partnership, except as provided in Section 6.1 and Article
XIII.

         4.9 Loans From Partners.  Except as provided in  Section 4.3(c),  loans
by a Partner to the Partnership shall not be considered Capital Contributions.

                                    ARTICLE V

                                   ALLOCATIONS

         5.1  Allocations of Profits and Losses.

               (a)  Allocation of Profit  Generally.  After giving effect to the
          allocations set forth in Section 5.2 and Section 5.3,  Profits for any
          Fiscal  Year  shall be  allocated  to the  Partners  in the  following
          manner:

                           (i) First, to each Partner with a negative balance in
                  its Adjusted Capital Account, pro rata in accordance with such
                  negative  Adjusted  Capital  Account   balances,   until  such
                  negative   Adjusted   Capital   Account   balances  have  been
                  eliminated;

                           (ii) Next, to LDE in the minimum amount  necessary to
                  cause LDE positive  Adjusted  Capital Account balance to equal
                  its accrued but unpaid Undistributed Priority Return;

                           (iii) Next,  to the  Partners  in the minimum  amount
                  necessary to cause the ratios among their "Excess  Amounts" to
                  equal the ratios among their  Composite  Sharing  Ratios.  For
                  purposes of this  Agreement,  LDE's "Excess Amount" equals the
                  positive balance in LDE's Capital Account  (computed after the
                  allocation of Profits under subparagraphs (i) and (ii) of this
                  Section 5.1(a) for the Fiscal Year of the allocation), reduced
                  by the sum of LDE's Undistributed  Priority Return (with LDE's
                  Undistributed  Priority  Return  being  computed  after giving
                  effect to all Capital Contributions and all distributions that
                  took place  during and before the Fiscal Year with  respect to
                  which the  allocation  is being made),  and  PHYMED's  "Excess
                  Amount"  equals  the  positive  balance  in  PHYMED's  Capital
                  Account; and


<PAGE>

                           (iv) Next, to  the  Partners in  proportion to  their
                  Composite Sharing Ratios.

                  (b)  Allocation of Losses.


                           (i) After giving effect to the  allocations set forth
                  in Section 5.2 and Section 5.3, and subject to the  limitation
                  set forth in Section  5.1(b)(ii),  Losses for any Fiscal  Year
                  shall be allocated to the Partners in the following manner:

                                    (A)  First,  in  circumstances  in which all
                           Partners  have  positive  Excess   Amounts,   to  the
                           Partners in the minimum  amounts  necessary  to cause
                           their  positive  Excess  Amounts  to be in  the  same
                           ratios  as  their   Percentage   Interests,   and  in
                           circumstances in which one or more Partners,  but not
                           all Partners,  have positive Excess  Amounts,  to the
                           Partners with positive  Excess Amounts in the minimum
                           amounts  necessary to cause such  Partners'  positive
                           Excess  Amounts  to be in the  same  ratios  as their
                           Percentage Interests;

                                    (B)  Next,  to the  Partners  with  positive
                           Excess  Amounts  pro rata in  accordance  with  their
                           positive Excess  Amounts,  until such positive Excess
                           Amounts have been eliminated;

                                    (C)  Next,  to  LDE in  the  minimum  amount
                           necessary  to  cause  each  such  Partner's  positive
                           Adjusted  Capital Account balance to equal the sum of
                           such Partner's Undistributed Priority Return; and

                                    (D) Next,  to the Partners in  proportion to
                           their Composite Sharing Ratios.

                           (ii)   Notwithstanding anything to the contrary in
                  Section 5.1(b)(i):

                                    (A)  Except as set forth  below,  the Losses
                           allocated pursuant to Section 5.1(b)(i) hereof to any
                           Partner  for any  Fiscal  Year  shall not  exceed the
                           maximum  amount of Losses  that may be  allocated  to
                           such Partner  without causing such Partner to have an
                           Adjusted  Capital  Account Deficit at the end of such
                           Fiscal Year.

                                    (B) If  some  but  not  all of the  Partners
                           would have an Adjusted  Capital  Account Deficit as a
                           consequence  of an allocation  of Losses  pursuant to
                           Section 5.1(b)(i)  hereof,  the limitations set forth
                           in  this  Section  5.1(b)(ii)  shall  be  applied  by
                           allocating Losses pursuant to this Section 5.1(b)(ii)
                           only to those Partners who would not have an Adjusted
                           Capital Account Deficit as a consequence of receiving
                           such an allocation of Losses (with the  allocation of
                           such Losses among such  Partners to be  determined by
                           the General Partner,  based on the allocation that is
                           most likely to effectuate the distribution priorities
                           set forth in Section 6.1 hereof).

<PAGE>


                                    (C) If no Partner may receive an  additional
                           allocation    of   Losses    pursuant    to   Section
                           5.1(b)(ii)(B)   above,  such  additional  Losses  not
                           allocated pursuant to Section  5.1(b)(ii)(B) shall be
                           allocated among the Partners in a manner that is most
                           likely to effectuate the distribution  priorities set
                           forth in Section 6.1  hereof,  as  determined  by the
                           General Partner.

         5.2      Special Allocations of Profits and Losses.

                  (a)   Minimum   Gain    Chargeback--Partnership    Nonrecourse
         Liabilities.  If there is a net  decrease in  Partnership  Minimum Gain
         during any Partnership  taxable year,  certain items of income and gain
         shall be  allocated  (on a gross  basis) to the Partners in the amounts
         and manner  described in section  1.704-2(f) and (j)(2)(i) and (iii) of
         the  Regulations,  subject  to the  exemptions  set  forth  in  section
         1.704-2(f)(2),  (3),  (4),  and (5) of the  Regulations.  This  Section
         5.2(a)  is  intended  to  comply  with  the  minimum  gain   chargeback
         requirement  (set  forth  in  section  1.704-2(f)  of the  Regulations)
         relating to Partnership  nonrecourse liabilities (as defined in section
         1.704-2(b)(3) of the Regulations) and shall be so interpreted.

                  (b) Minimum  Gain  Chargeback--Partner  Nonrecourse  Debt.  If
         there is a net decrease in Partner  Minimum Gain during any Partnership
         taxable year, certain items of income and gain shall be allocated (on a
         gross  basis) as quickly as possible to those  Partners who had a share
         of  the  Partner   Minimum   Gain   (determined   pursuant  to  section
         1.704-2(i)(5)  of the  Regulations) in the amounts and manner described
         in section 1.704-2(i)(4), (j)(2)(ii) and (iii) of the Regulations. This
         Section  5.2(b) is intended to comply with the minimum gain  chargeback
         requirement  (set forth in section  1.704-2(i)(4)  of the  Regulations)
         relating   to  partner   nonrecourse   debt  (as   defined  in  section
         1.704-2(b)(4) of the Regulations) and shall be so interpreted.

                  (c) Qualified Income Offset. If, after applying Section 5.2(a)
         and  Section  5.2(b),  any  Partner  has an  Adjusted  Capital  Account
         Deficit,  items  of  Partnership  income  and gain  shall be  specially
         allocated  (on a gross  basis) to each such  Partner  in an amount  and
         manner  sufficient to eliminate the Adjusted Capital Account Deficit of
         such Partner as quickly as possible. This Section 5.2(c) is intended to
         comply with the  "qualified  income  offset"  requirement  set forth in
         section  1.704-1(b)(2)(ii)(d)  of  the  Regulations  and  shall  be  so
         interpreted.

                  (d) Basis Adjustments.  To the extent an adjustment to the tax
         basis of any Partnership  asset pursuant to section 734(b) or 743(b) of
         the Code is required,  pursuant to section  1.704-1(b)(2)(iv)(m) of the
         Regulations,  to be taken into account in determining Capital Accounts,
         the amount of such adjustment to the Capital  Accounts shall be treated
         as an item of gain (if the adjustment increases the basis of the asset)
         or loss (if the adjustment decreases such basis), and such gain or loss
         shall be specially  allocated  to the  Partners in a manner  consistent
         with the manner in which  their  Capital  Accounts  are  required to be
         adjusted pursuant to such section of the Regulations.

                  (e)    Nonrecourse Deductions.  Nonrecourse Deductions for any
         fiscal  year  shall  be  specially  allocated  among  the  Partners  in
         proportion to their Percentage Interests.

                  (f)     Partner  Nonrecourse  Deductions.  Partner Nonrecourse
         Deductions shall be allocated  pursuant to section  1.704-2(b)(4)  and
         (i)(1) of the  Regulations  to the Partner who bears the economic risk
         of loss with respect to such deductions.

<PAGE>


         5.3 Curative  Allocations.  The allocations set forth in Section 5.1(b)
and Section 5.2(a) through  Section 5.2(f) (the  "Regulatory  Allocations")  are
intended to comply  with  certain  requirements  of the  Regulations.  It is the
intent of the Partners that, to the extent possible,  all Regulatory Allocations
shall be  offset  either  with  other  Regulatory  Allocations  or with  special
allocations  of other items of  Partnership  income,  gain,  loss,  or deduction
pursuant to this Section 5.3. Therefore, notwithstanding any other provisions of
this  Article V (other than the  Regulatory  Allocations),  the General  Partner
shall make such  offsetting  special  allocations of Partnership  income,  gain,
loss, or deduction in whatever manner it determines  appropriate so that,  after
such offsetting allocations are made, each Partner's Capital Account balance is,
to the extent possible,  equal to the Capital Account balance such Partner would
have had if the  Regulatory  Allocations  were not part of the Agreement and all
Partnership  items were allocated  pursuant to Section 5.1(a). In exercising its
discretion  under this Section 5.3, the General  Partner shall take into account
future Regulatory  Allocations  under Sections 5.2(a) and 5.2(b) that,  although
not yet made, are likely to offset other Regulatory  Allocations previously made
under Sections 5.2(e) and 5.2(f).

         5.4      Tax Allocations:  Code Section 704(c).

                  (a) In accordance with Code section 704(c) and the Regulations
         thereunder,  income,  gain,  loss,  and  deduction  with respect to any
         property  contributed to the capital of the Partnership  shall,  solely
         for tax purposes, be allocated among the Partners so as to take account
         of any  variation  between the adjusted  basis of such  property to the
         Partnership  for federal income tax purposes and its initial Book Value
         (computed in accordance with Section 4.4(c)(i)).

                  (b) If the Book  Value of any  Partnership  asset is  adjusted
         pursuant to Section 4.4(c)(ii), subsequent allocations of income, gain,
         loss and deduction with respect to such asset shall take account of any
         variation  between the adjusted  basis of such asset for federal income
         tax  purposes  and its  Book  Value in the same  manner  as under  Code
         section 704(c) and the Regulations thereunder.

                  (c) Any elections or other  decisions  relating to allocations
         made pursuant to this Section 5.4 shall be made by the General  Partner
         in any manner that reasonably reflects the purpose and intention of the
         Agreement.  Allocations  pursuant  to this  Section  5.4 are solely for
         purposes of federal,  state, and local taxes and shall not affect or in
         any way be taken  into  account  in  computing  any  Partner's  Capital
         Account or share of Profits,  Losses,  and other items or distributions
         pursuant to any provision of this Agreement.

         5.5      Other Allocation Rules.

                  (a) For purposes of determining  the Profits,  Losses,  or any
         other item allocable to any period, Profits, Losses, and any such other
         item  shall be  determined  on a daily,  monthly,  or other  basis,  as
         determined by the General  Partner using any  permissible  method under
         section 706 of the Code and the Regulations thereunder.

                  (b) For  federal  income tax  purposes,  every item of income,
         gain,  loss,  and  deduction  shall be allocated  among the Partners in
         accordance with the  allocations  under Sections 5.1, 5.2, 5.3, and 5.4
         of this Agreement.

                  (c) The Partners are aware of the income tax  consequences  of
         the allocations  made by this Article V and hereby agree to be bound by
         the  provisions  of  this  Article  V  in  reporting  their  shares  of
         Partnership income and loss for income tax purposes.

                  (d) It is intended that the  allocations in Sections 5.1, 5.2,
         5.3,  and 5.4 effect an  allocation  for  federal  income tax  purposes
         consistent with section 704 of the Code and comply with any limitations
         or restrictions therein.

                  (e)  The  Partners  agree  that  their  Percentage   Interests
         represent  their  respective   interests  in  Partnership  profits  for
         purposes of allocating  excess  nonrecourse  liabilities (as defined in
         section   1.752-3(a)(3)  of  the   Regulations)   pursuant  to  section
         1.752-3(a)(3) of the Regulations.

<PAGE>


                                   ARTICLE VI

                                  DISTRIBUTIONS

         6.1  Distributions.  The General Partner shall review the Partnership's
accounts  promptly  after the end of each  calendar  month to determine  whether
there exists any Available Cash at such time. If there exists  Available Cash at
such time,  the General  Partner shall  promptly  distribute  all such Available
Cash.  Except to the extent  Section  13.3 or Section 13.4 are  applicable,  all
distributions  pursuant to this Section 6.1 shall be made to the Partners in the
manner set forth below:

               (a)  First,  to LDE to the  extent  LDE has  accrued  but  unpaid
          Undistributed  Priority  Return,  in an amount up to LDE's accrued but
          unpaid Undistributed Priority Return;

               (b) Next, 100% to PHYMED until the total  distributions to PHYMED
          under this  Section  6.1(b) equal the total UPR  Elimination  Payments
          since the Commencement Date; and

               (c) Next, to the Partners in  proportion to their Sharing  Ratios
          for the immediately preceding calendar month.

         6.2 Make-Up  Payments.  If, with respect to any calendar month, LDE has
accrued but unpaid Undistributed  Priority Return on the fifteenth day following
said calendar  month,  then PHYMED shall make a cash payment  directly to LDE no
later  than the  twentieth  day  following  said  calendar  month  in an  amount
necessary to eliminate LDE's  Undistributed  Priority Return (a "UPR Elimination
Payment").  If PHYMED does not make the UPR Elimination Payment (if due) in full
by the twentieth day following  each  relevant  calendar  month,  then LDE shall
notify PHYMED in writing of such  failure.  If PHYMED does not make the relevant
UPR Elimination  Payment in full within five Business Days following the written
notice from LDE  referred to in the  immediately  preceding  sentence,  then (a)
PHYMED  shall  continue  to have an  unconditional  obligation  to make  the UPR
Elimination  Payment (with  interest at the greater of (i) 15 percent per annum,
or (ii) the LDE Rate on the date of such default plus 800 basis points,  and (b)
PHYMED's Sharing Ratios for each calendar month after the date of failure to pay
the UPR  Elimination  Payment  shall be equal to 50 percent of what it otherwise
would  be,  and the  Sharing  Ratio of LDE  shall be equal to the sum of (i) the
Sharing  Ratio that it would have absent such  default by PHYMED,  plus (ii) the
amount of Sharing Ratio lost by PHYMED as a result of such default.

         6.3   Payments Not Deemed Distributions.  Any amounts paid pursuant  to
Section  7.4  shall  not  be  considered  distributions  for  purposes  of  this
Agreement.

         6.4      Withheld Amounts.

               (a) Notwithstanding any other provision of this Article VI to the
          contrary,  each Partner hereby  authorizes the Partnership to withhold
          and to pay over,  or  otherwise  pay, any  withholding  or other taxes
          payable by the Partnership with respect to such Partner as a result of
          such Partner's participation in the Partnership.  If and to the extent
          that the  Partnership  shall be  required  to withhold or pay any such
          taxes, such Partner shall be deemed for all purposes of this Agreement
          to have  received a payment from the  Partnership  as of the time such
          withholding  or tax is paid,  which  payment  shall be  deemed to be a
          distribution  with respect to such Partner's  Partnership  Interest to
          the  extent  that the  Partner  (or any  successor  to such  Partner's
          Partnership Interest) is then entitled to receive a distribution.

<PAGE>


               (b) To the  extent  that  the  aggregate  of such  payments  to a
          Partner for any period exceeds the distributions to which such Partner
          is  entitled  for such  period,  the  amount of such  excess  shall be
          considered  a loan from the  Partnership  to such  Partner.  Such loan
          shall bear  interest  (which  interest  shall be treated as an item of
          income to the Partnership) at the lesser of the maximum rate permitted
          by law or the LDE Rate,  as  determined  hereunder  from time to time,
          until  discharged by such Partner by  repayment,  which may be made in
          the sole  discretion of the General  Partner out of  distributions  to
          which such Partner would otherwise be subsequently entitled.

               c) Any withholdings  authorized by this Section 6.4 shall be made
          at the  applicable  statutory rate under the applicable tax law unless
          the General Partner shall have received an opinion of counsel or other
          evidence  satisfactory  to the  General  Partner to the effect  that a
          lower rate is applicable, or that no withholding is applicable.

                                   ARTICLE VII

                          MANAGEMENT OF THE PARTNERSHIP

         7.1  Designation and Authority of General Partner.

               (a) The Partners hereby  designate  PHYMED as the general partner
          of the  Partnership.  PHYMED  shall  continue  to serve as the General
          Partner  of  the  Partnership  until  such  time  as  provided  in the
          Agreement.

               (b) Subject to Section 7.2, the General  Partner  shall  conduct,
          direct,   and  exercise  full  control  over  all  activities  of  the
          Partnership and all management powers over the business and affairs of
          the Partnership shall be vested in the General Partner.

         7.2  Major Decisions.  The General Partner shall not have the authority
to cause the Partnership to act on any matter  constituting a Major Decision (or
which otherwise  requires the approval of a  Super-Majority  Interest) until the
General Partner obtains the written approval of a Super-Majority  Interest.  The
term "Major Decision," as used in this Agreement means any decision with respect
to the following matters:

               (a)  approval  of  any  contract  between  any  Partner  (or  any
          Affiliate of any Partner) and the Partnership;

               (b) doing any act in contravention of the Agreement or failing to
          do any act required by the Agreement;

               (c) doing any act which would make it  impossible to carry on the
          ordinary business of the Partnership;

               (d) executing or  delivering  any  assignment  for the benefit of
          creditors of the Company;

               (e) moving the MRI to any location other than the Center;

               (f) engaging in any material activity not related to operation of
          the MRI;

               (g) selling,  exchanging,  leasing or otherwise  transferring any
          single asset of the Partnership  with a fair market value in excess of
          $1,000;


<PAGE>

               (h)  acquiring  any single asset of the  Partnership  with a fair
          market value in excess of $1,000;

               (i) placing any voluntary  liens or  encumbrances  on Partnership
          assets;

               (j)  entering  into  any  contract,   including  any   employment
          contract;

               (k)  borrowing any money by the  Partnership  in excess of $1,000
          (other than trade  payables and  liabilities  incurred in the ordinary
          course of business);

               (l) confessing any judgment against the Partnership in connection
          with any threatened or pending legal action;

               (m)  settling   any  claim  in  excess  of  $1,000   against  the
          Partnership;

               (n)  making  any   material   decision   concerning   Partnership
          accounting  for book and  federal  income tax  purposes  or making any
          significant election for federal income tax purposes;

               (o) making the  decision to institute  any lawsuit and  selecting
          the attorneys to prosecute such a lawsuit;

               (p) filing any voluntary  petition in bankruptcy or  receivership
          with respect to the Partnership;

               (q) lending any funds of the  Partnership  other than the deposit
          of Partnership funds in a federally insured institution;

               (r)  making  any  other   decision   under  this  Agreement  that
          specifically requires the approval of a Super-Majority Interest; and

               (s) obtaining any insurance coverage.

         7.3  Certificate of Limited  Partnership.  The  General  Partner  shall
file the  Certificate  with the  Secretary  of State of the State of Texas,  and
shall cause to be filed such other certificates or documents (including, without
limitation,  copies,  amendments,  or restatements of the Certificate) as may be
determined by the General  Partner to be reasonable and necessary or appropriate
for the formation,  qualification,  or  registration  and operation of a limited
partnership  (or a  partnership  in which  the  Limited  Partners  have  limited
liability)  in the State of Texas and in any other state  where the  Partnership
may elect to do business.

         7.4  Compensation and  Reimbursement of  General Partner.  The  General
Partner shall not be compensated  for services  rendered to the Partnership as a
General Partner.  However,  the Partnership  shall reimburse the General Partner
for all  reasonable  expenses  incurred by the General  Partner on behalf of the
Partnership and/or for the benefit of the Partnership.

         7.5 Partnership Funds.  The funds of the Partnership shall be deposited
in such  interest-bearing  Partnership  account or  Partnership  accounts as are
designated by the General Partner.  All withdrawals from or charges against such
accounts shall be made by the General Partner or by its representative. Funds of
the  Partnership  may be  invested  as  determined  by the  General  Partner  in
accordance with the terms and provisions of this Agreement.


<PAGE>

         7.6  Duties.  The General  Partner shall manage the Partnership and its
business and affairs in accordance  with the terms of this Agreement to the best
of its ability,  and shall use its good faith  efforts to carry out the business
of the Partnership. The General Partner shall act honestly, in good faith and in
the best interest of the Partnership. The General Partner shall devote itself to
the business of the  Partnership  to the extent that it  determines is necessary
for the efficient carrying on thereof.

         7.7  Transactions  with Affiliates.  The General  Partner  may not,  on
behalf of the  Partnership,  enter into any  transaction,  agreement or contract
with a Partner or with any Person that is an Affiliate of any Partner and/or the
Partnership  unless  the  terms  to the  Partnership  of any  such  transaction,
agreement,  or contract  involving  the  Partnership  with a Partner or with any
Affiliate of a Partner  and/or the  Partnership  shall be  competitive  with the
terms of similar transactions,  agreements,  or contracts obtained by persons in
the same business as the  Partnership in arms-length  agreements  with unrelated
parties.

         7.8  Outside Activities; Conflicts of Interest.  The General Partner or
any  Affiliate  thereof  and  any  director,   officer,   employee,   agent,  or
representative of the General Partner or any Affiliate thereof shall be entitled
to and may have business interests and engage in business activities in addition
to  those  relating  to  the  Partnership,   including  business  interests  and
activities  in the same  business as the  Partnership,  except that  neither the
General  Partner  nor any  Affiliate  shall be  entitled  to open an MRI imaging
center or have any interest in an MRI imaging  center at any  location  within a
10-mile radius of the Center.  Neither the  Partnership  nor any of the Partners
shall  have  any  rights  by  virtue  of  this  Agreement  or  the   partnership
relationship created hereby in any business ventures of the General Partner, any
Affiliate thereof, or any director,  officer, employee, agent, or representative
of either the General Partner or any Affiliate thereof.

         7.9  Resolution of  Conflicts of  Interest.  Unless otherwise expressly
provided in this Agreement or any other agreement contemplated herein,  whenever
a conflict of interest  exists or arises  between the General  Partner or any of
its Affiliates,  on the one hand, and the Partnership or any Limited Partner, on
the other hand, any action taken by the General  Partner,  in the absence of bad
faith by the General Partner, shall not constitute a breach of this Agreement or
any other agreement  contemplated  herein or a breach of any standard of care or
duty  imposed  herein or therein or under the Texas Act or any other  applicable
law, rule, or regulation.

         7.10  Indemnification.  The   Partnership  shall  indemnify  and   hold
harmless the General  Partner and any director,  officer,  employee,  agent,  or
representative  of the General  Partner,  against all liabilities,  losses,  and
damages  incurred by any of them by reason of any act performed or omitted to be
performed in the name of or on behalf of the Partnership,  or in connection with
the Partnership's  business,  including attorneys' fees and any amounts expended
in the  settlement  of any claims or  liabilities,  losses,  or damages,  to the
fullest extent  permitted by the Texas Act  (excluding,  however,  any losses or
damages  resulting  from the General  Partner's  negligence,  gross  negligence,
fraud, willful misconduct,  or breach of this Agreement).  The Partnership shall
indemnify  and  hold  harmless  any  Limited   Partner,   employee,   agent,  or
representative  of the  Partnership,  any  Person  who is or was  serving at the
request of the  Partnership  acting  through the General  Partner as a director,
officer,  partner,  trustee,  employee,  agent,  or  representative  of  another
corporation,  partnership,  joint venture, trust, or other enterprise, but in no
event shall such  indemnification  exceed the  indemnification  permitted by the
Texas Act.  Notwithstanding anything to the contrary in this Section 7.10, in no
event shall Limited  Partners be subject to personal  liability by reason of the
indemnification provisions of this Agreement.

<PAGE>


         7.11  Liability of General Partner.

                  (a) Neither the General  Partner nor its directors,  officers,
         employees,   agents,  or   representatives   shall  be  liable  to  the
         Partnership  or any  Limited  Partner for errors in judgment or for any
         acts or omissions that do not constitute negligence,  gross negligence,
         fraud, willful or wanton misconduct or breach of this Agreement.

                  (b) The General Partner may exercise any of the powers granted
         to it by this  Agreement and perform any of the duties  imposed upon it
         hereunder  either  directly or by or through its  directors,  officers,
         employees, agents, or representatives.

         7.12  Reliance by General Partner.

                  (a) The  General  Partner may rely and shall be  protected  in
         acting or  refraining  from  acting upon any  resolution,  certificate,
         statement,  instrument,  opinion,  report,  notice,  request,  consent,
         order, bond, debenture, or other paper or document believed by it to be
         genuine and to have been  signed or  presented  by the proper  party or
         parties.

                  (b) The  General  Partner  may  consult  with  legal  counsel,
         accountants,  appraisers,  management consultants,  investment bankers,
         and other  consultants and advisers  selected by it, and any opinion of
         any such Person as to matters which the General Partner  believes to be
         within such Person's  professional or expert  competence  shall be full
         and  complete  authorization  and  protection  in respect of any action
         taken or suffered or omitted by the General  Partner  hereunder in good
         faith and in accordance with such opinion.

         7.13  Insurance.  The  General  Partner,  on  behalf of the Partnership
and at the Partnership's cost and expense, shall, during the entire term hereof,
obtain,  maintain and keep in full force and effect,  such insurance coverage as
the General Partner reasonably deems advisable, subject to Section 7.2.

                                  ARTICLE VIII

                   RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

         8.1 Limitation of Liability.  A Limited Partner shall have no liability
under this Agreement except as provided herein or under the Texas Act.

         8.2  Management  of Business. No Limited Partner shall take part in the
control  (within  the meaning of the Texas Act) of the  Partnership's  business,
transact  any  business  in the  Partnership's  name,  or have the power to sign
documents for or otherwise bind the Partnership  other than as specifically  set
forth in this Agreement.

         8.3 Outside  Activities.  A Limited Partner or  any  Affiliate thereof,
and any director,  officer,  employee,  agent, or representative of such Limited
Partner or any  Affiliate  thereof,  shall be entitled to and may have  business
interests and engage in business activities in addition to those relating to the
Partnership,  including  business interests and activities in direct competition
with the  Partnership.  Neither the  Partnership  nor any of the other  Partners
shall have any rights by virtue of this  Agreement in any  business  ventures of
any Limited Partner, any Affiliate thereof, or any director,  officer, employee,
agent, or representative of any Limited Partner or any Affiliate thereof.

         8.4  Return  of Capital.  No Limited Partner  shall be  entitled to the
withdrawal or return of its Capital  Contribution  except to the extent, if any,
that  distributions  made pursuant to this Agreement or upon  termination of the
Partnership  may be  considered  as  such  by law and  then  only to the  extent
provided for in this Agreement.

<PAGE>

                                   ARTICLE IX

                     BOOKS, RECORDS, ACCOUNTING AND REPORTS

         9.1  Records and Accounting.  The General Partner  shall  keep or cause
to be kept  appropriate  books and  records  with  respect to the  Partnership's
business,  which  shall at all  times  be kept at the  principal  office  of the
Partnership  or such other office as the General  Partner may designate for such
purposes.  Any books and records  maintained by the  Partnership  in the regular
course of its business,  including  books of account and records of  Partnership
proceedings,  may be kept on any information  storage device,  provided that the
books and records so kept are  convertible  into  clearly  legible  written form
within a  reasonable  period  of time.  The  books of the  Partnership  shall be
maintained for financial reporting purposes on the accrual method of accounting.

         9.2  Fiscal Year.  The  fiscal  year of  the  Partnership shall  be the
 calendar year for tax and accounting purposes.

         9.3  Reports.

                  (a) The General Partner shall deliver to each Partner,  at the
         Partnership's expense, not later than 90 days following the end of each
         fiscal  year,  a  balance  sheet,  an income  statement,  and an annual
         statement of source and  application  of funds of the  Partnership  for
         such fiscal  year.  Upon the  request of any  Partner,  such  financial
         statements shall be audited by an independent  accounting firm selected
         by the  requesting  Partner,  with the  Partner  requesting  such audit
         paying the entire cost of the audit.

                  (b) The General Partner shall deliver to each Partner,  at the
         Partnership's  expense,  not later  than 45 days  after the last day of
         each calendar quarter during the term of this Agreement, other than the
         last calendar  quarter of the fiscal year in question,  a balance sheet
         together with a profit and loss  statement  for such  calendar  quarter
         together with a cumulative  profit and loss  statement to date and with
         comparative statements for the like periods immediately preceding.

                  (c) Within  twenty days  following  each calendar  month,  the
         General  Partner shall deliver to each Partner a written report setting
         forth:  (i)  the  Sharing  Ratio  applicable  to each  Partner  for the
         immediately  preceding month, (ii) the Composite Sharing Ratio for each
         Partner  as of the  end  of  the  immediately  preceding  month,  (iii)
         distributions  for the immediately  preceding month,  setting forth the
         amount  distributed to each Partner under each of Sections 6.1(a),  (b)
         and (c), (iv) LDE's Undistributed  Priority Return as of the end of the
         immediately  preceding  month,  (v) UPR  Elimination  Payments  for the
         immediately  preceding month, and (vi) the maximum amount that could be
         distributed in the upcoming month under Section 6.1(b).

                                    ARTICLE X

                                   TAX MATTERS

         10.1  Preparation of Tax Returns. The General Partner shall arrange for
the preparation and timely filing of all returns of Partnership  income,  gains,
deductions, losses and other items necessary for federal, state and local income
tax purposes. The classification,  realization and recognition of income, gains,
losses and  deductions and other items shall be on the cash or accrual method of
accounting  for  federal  income tax  purposes,  as the  General  Partner  shall
determine in accordance  with  applicable  law. The General  Partner in its sole
discretion  may pay state and local income taxes  attributable  to operations of
the Partnership and treat such taxes as an expense of the Partnership.

<PAGE>


         10.2  Tax Elections.  Except as otherwise  provided herein, the General
Partner  shall  determine  whether  to  make  any  election   available  to  the
Partnership under the Code.

         10.3  Tax  Controversies.  Subject to  the provisions hereof, PHYMED is
designated  the "tax matters  partner" (as defined in section 6231 of the Code),
and  is  authorized   and  required  to  represent  the   Partnership,   at  the
Partnership's  expense, in connection with all examinations of the Partnership's
affairs by tax  authorities,  including  resulting  administrative  and judicial
proceedings, and to expend Partnership funds for professional services and costs
associated therewith. Each Partner agrees to cooperate with PHYMED in connection
with such proceedings.

         10.4  Organizational Expenses.  The Partnership  shall elect  to deduct
expenses  incurred in organizing the Partnership  ratably over a 60-month period
as provided in section 709 of the Code.

         10.5   Taxation  as  a  Partnership.  No election  shall be made by the
Partnership  or  any  Partner  for  the  Partnership  to be  excluded  from  the
application of any of the provisions of Subchapter K, Chapter 1 of Subtitle A of
the Code or from any similar provisions of any state tax laws.

                                   ARTICLE XI

                       TRANSFERS OF PARTNERSHIP INTERESTS

         11.1  Transfer   Restrictions.   No  Partnership  Interest   shall   be
transferred,  in whole or in part,  except  in  accordance  with the  terms  and
conditions  set forth in this Article XI. Any transfer or purported  transfer of
any  Partnership  Interest not made in accordance  with this Article XI shall be
null and  void.  An  alleged  transferee  shall  have no right  to  require  any
information  or  account of the  Partnership's  transactions  or to inspect  the
Partnership's  books.  The  Partnership  shall be  entitled to treat the alleged
transferor  of a  Partnership  Interest  as the  absolute  owner  thereof in all
respects,   and  shall  incur  no  liability  to  any  alleged   transferee  for
distributions to the Partner owning such  Partnership  Interest of record or for
allocations of income, gain, losses, deductions or credits or for transmittal of
reports and notices  required to be given to holders of  Partnership  Interests.
The term  "transfer"  when used in this Article XI with respect to a Partnership
Interest, includes a sale, assignment, gift, pledge, encumbrance, hypothecation,
mortgage, exchange, or any other disposition.

         11.2  Transfers  by General Partner.  The  General Partner may transfer
all, but not less than all, of its Partnership Interest to any Person only after
first obtaining the approval of a Super-Majority Interest, which approval may be
unreasonably  withheld.  Any  permitted  transfer by the General  Partner of its
Partnership  Interest  under this Section 11.2 shall not constitute a withdrawal
of the  General  Partner  under  Article  XII,  Section  13.1(b),  or any  other
provision  of this  Agreement.  If any such  transfer is deemed to  constitute a
withdrawal  under such provisions or otherwise and results in the dissolution of
the  Partnership  under this Agreement or the laws of any  jurisdiction to which
the Partnership or this Agreement is subject,  the Partners  hereby  unanimously
consent to the  reconstitution  and continuation of the Partnership  immediately
following such dissolution, pursuant to Section 13.2.

         11.3  ransfers by Limited Partners. Except as provided in Section 11.4,
a Partnership Interest of a Limited Partner may be transferred at any time.

<PAGE>


         11.4  Additional  Limitations  on  Transfers  of Partnership Interests.
The  General  Partner (or the  Limited  Partners  if the General  Partner is the
transferor)  may  require,  as a  condition  to any  transfer  of a  Partnership
Interest  of a Limited  Partner,  that,  in the  General  Partner's  (or Limited
Partners,  if applicable)  reasonable  determination:  (a) the transfer will not
jeopardize the treatment of the  Partnership as a partnership for federal income
tax purposes;  (b) the transfer will not result in or cause a termination of the
Partnership  for federal  income tax  purposes;  and (c) the  transfer  will not
violate the registration requirements of applicable securities laws or cause any
prior offer and sale of Partnership Interests to violate such requirements.  The
General  Partner (or  Limited  Partners,  if  applicable)  may also  require the
proposed transferee to deliver to the Partnership acceptable representations and
warranties  respecting  its  status  under  applicable  securities  laws and its
investment intent with respect to the Partnership Interest,  and may require the
transferor  and  transferee  to supply such other  documentation  as the General
Partner (or Limited  Partners,  if  applicable)  may deem  advisable in its sole
discretion.

         11.5  Distributions  and  Allocations   in   Respect   of   Transferred
Partnership  Interests.  If any Partnership  Interest is transferred  during any
fiscal year in  compliance  with the  provisions  of this  Article XI,  Profits,
Losses,  and all other items  attributable to the transferred  interest for such
period shall be divided and allocated  between the transferor and the transferee
by taking into account their varying  interests  during the period in accordance
with Code  Section  706(d),  using  any  conventions  permitted  by law that are
reasonably selected by the General Partner.

         11.6 Admission of Initial and Substitute Limited Partners and Successor
 General Partner.


                  (a) Admission of Initial  Limited  Partners.  On the Effective
         Date, the General Partner shall admit LDE as the Limited Partner in the
         Partnership.  Each Limited  Partner shall execute this  Agreement (or a
         counterpart  thereof) and thereby agree to be bound by the terms hereof
         as Limited Partner.

                  (b) Admission of  Substitute  Limited  Partners.  A transferee
         (which may be the heir or legatee of a Limited  Partner) or assignee of
         a  Limited  Partner's  Partnership  Interest,  or  Person  acquiring  a
         Partnership   Interest  pursuant  to  any  foreclosure  made  upon  any
         permitted pledge or hypothecation of such Partnership  Interest,  shall
         be  entitled  to receive the  distributive  share of the  Partnership's
         Profits,  Losses,  income,  gains,  losses,   deductions,  and  credits
         attributable  to such  Partnership  Interest.  To  become a  substitute
         Limited  Partner,  the transferor  and the  transferee  must notify the
         General  Partner in  writing of such  transfer.  If  acceptable  to the
         General  Partner,  such  transferee,  assignee,  heir, or legatee shall
         execute a counterpart of this Agreement,  thereby  agreeing to be bound
         by  the  terms  hereof  as  a  Limited  Partner  with  respect  to  the
         Partnership  Interest so  transferred.  Upon  admission of a substitute
         Limited  Partner,  such Limited  Partner shall be subject to all of the
         restrictions applicable to, shall assume all of the obligations of, and
         shall attain the status of a Limited Partner under and pursuant to this
         Agreement with respect to the Partnership Interest held by such Limited
         Partner.

                  (c)  Admission  of  Successor  General  Partner.  A  permitted
         transferee  of or successor to all of the  Partnership  Interest of the
         General  Partner  pursuant  to Section  11.2 shall be  admitted  to the
         Partnership  as the General  Partner,  effective  as of the date of the
         withdrawal or removal of the predecessor General Partner or the date of
         transfer of such predecessor's Partnership Interest.

<PAGE>


                  (d)  Action  by  General  Partner.   In  connection  with  the
         admission  of any  substitute  Limited  Partner  or  successor  General
         Partner,  the General Partner shall have the authority to take all such
         actions as it deems necessary or advisable in connection therewith, and
         the execution and filing with appropriate  authorities of any necessary
         documentation.

         11.7  Prohibited  Transfers.   Any  transfer  or  purported   transfer,
whether by operation of law or  otherwise,  of a Partnership  Interest  shall be
null and void and of no legal  effect  unless it is permitted by this Article XI
or by other provisions of this Agreement.

         11.8  Specific Performance and Other Remedies.  It is  expressly agreed
that the  remedy  at law for  breach of any of the  obligations  to  transfer  a
Partnership  Interest  pursuant to this Article XI is inadequate in view of: (i)
the complexities and uncertainties in measuring the actual damages that would be
sustained  by reason of the  failure of a Partner  to comply  fully with each of
said  obligations,  and (ii) the uniqueness of the Partnership  business and the
Partnership  relationship.  Accordingly,  each of the aforesaid  obligations  to
transfer  a  Partnership  Interest  shall  be,  and is  hereby  expressly  made,
enforceable by specific performance.

         11.9  PHYMED Purchase Option.

                  (a) Purchase Option.  At any time after thirty-six months from
         the  Commencement  Date,  PHYMED or its Affiliate shall have the right,
         but not the obligation,  to purchase all, but not less than all, of the
         Partnership  Interests  held by LDE and its Affiliates for the Purchase
         Price on the date the relevant Option Notice is sent.

                  (b)  Option  Notice.  If PHYMED or its  Affiliate  desires  to
         exercise its option under Section 11.9(a), it shall give written notice
         (the  "Option  Notice") to LDE stating its  intention  to exercise  its
         option under Section 11.9(a) and a proposed calculation of the Purchase
         Price.  The date of the Option  Notice shall be the date such notice is
         deemed given or made pursuant to Section 15.1.

                  (c)  Calculation of Purchase Price.

                           (i) The "Purchase  Price" as of the date of an Option
                  Notice equals the greater of (A) $1,000, or (B) the excess (if
                  any) of (I) the future value of  $2,500,000  as of the date of
                  the  Option  Notice  (using a 15% per annum  interest  factor,
                  compounded monthly,  running from the Commencement Date to the
                  date of the Option Notice), over (II) the future value of each
                  distribution  to LDE under  Section  6.1  hereof  and each UPR
                  Elimination Payment as of the date of the Option Notice (using
                  a 15% per annum interest factor (compounded monthly),  running
                  from the date of  distribution  or  payment to the date of the
                  Option Notice).

                           (ii)The Purchase Price shall be paid entirely in cash
                  at closing.

                  (d) Disagreement With Purchase Price. If LDE or its Affiliates
         disagree with the proposed  calculation  of Purchase Price set forth in
         the  Option  Notice,  it shall  give  written  notice  to  PHYMED  (the
         "Purchase  Price  Notice") to that effect within fifteen (15) days from
         the date of the Option  Notice.  Such Purchase Price Notice shall state
         the specific grounds for disagreement and a new calculation of Purchase
         Price.  If the parties  cannot  agree upon the  Purchase  Price  within
         fifteen (15) days after the date of the Purchase Price Notice, then the
         parties shall submit the  calculation  of Purchase  Price to a mutually
         acceptable national independent  accounting firm. The fees and expenses
         of the  national  independent  accounting  firm  shall be shared by the
         parties equally.


<PAGE>

                  (c) Closing.  A Transfer  described in this Section 11.9 shall
         be  consummated  within  thirty  (30) days  after the date on which the
         Purchase Price is finally determined pursuant to Section 11.9(d), or if
         there is no disagreement regarding the proposed calculation of Purchase
         Price set forth in the Option  Notice,  then  within  thirty  (30) days
         after the date of the Option Notice.

                                   ARTICLE XII

                    WITHDRAWAL AND REMOVAL OF GENERAL PARTNER

         12.1  Events of Withdrawal.  The General Partner  may  not  voluntarily
withdraw from the Partnership at any time. The General Partner, however, will be
deemed to have  withdrawn  from the  Partnership on the occurrence of any one of
the  following   events  (each  event  herein   referred  to  as  an  "Event  of
Withdrawal"):

                  (a) The  General  Partner  is  removed  as  a  general partner
         pursuant to Section 12.2; or

                  (b) The General  Partner  transfers  all of its right,  title
         and interest as General Partner pursuant to Section

         12.2  Removal.

                  (a) A General Partner may be removed as General Partner at any
         time: (i) after such Person commits an act of fraud or gross negligence
         in its capacity as General  Partner;  (ii) after such Person  commits a
         material breach of this  Agreement;  (iii) after such Person engages in
         intentional  and  willful  misconduct  against  the  interests  of  the
         Partnership;  (iv) after such Person  suffers or is subject to an Event
         of Bankruptcy;  or (v) upon the unanimous vote of the Limited  Partners
         to remove the General Partner (which removal may be for any reason).

                  (b) Any such  removal of that  Person as the  General  Partner
         shall be  effective  after  the  following  two  conditions  have  been
         satisfied: (i) delivery of a removal notice to the General Partner from
         all of the Limited Partners;  and (ii) approval by LDE of a new General
         Partner and the  admission  of such Person as a General  Partner in the
         Partnership.

                  (c) If a Person is removed as a General  Partner but continues
         to own a Partnership  Interest,  then the Partnership Interest shall be
         converted into a Partnership Interest as a Limited Partner.

                  (d) If a Person is  removed as General  Partner,  such  Person
         shall perform,  execute and deliver or cause to be performed,  executed
         and  delivered any and all acts,  documents  and  assurances as the new
         General Partner may reasonably require to evidence:  (i) the removal of
         the former General  Partner;  (ii) if  applicable,  a conversion of the
         Partnership  Interest of the former  General  Partner to a  Partnership
         Interest as a Limited Partner; and (iii) the admission of a new General
         Partner.


<PAGE>

                  (e) Notwithstanding anything to the contrary in Article XI, in
         connection  with the  admission of a new General  Partner,  the Limited
         Partners may assign  Partnership  Interests to such new General Partner
         so that such new General Partner has at least a 1% Percentage  Interest
         in all  items of  Profit,  Loss,  income,  gain,  loss  and  deduction,
         Partnership capital,  and distributions.  The Partnership Interest of a
         Limited  Partner that is assigned to such new General  Partner shall be
         converted  into a  Partnership  Interest as a General  Partner upon its
         receipt by the new General Partner.

                                  ARTICLE XIII

                           DISSOLUTION AND WINDING UP

         13.1  Dissolution.

                  (a) Except as otherwise provided in this Agreement, no Partner
         shall  have the right to  terminate  this  Agreement  or  dissolve  the
         Partnership  by its  express  will or by  withdrawal  without the prior
         written consent of the other Partners.

                  (b) The Partnership shall be dissolved upon the first to occur
         of any of the following:

                         (i) the  expiration  of its term as provided in Section
                    1.3;

                         (ii) an  election  to  dissolve  the  Partnership  by a
                    Super-Majority Interest; or

                         (iii) any other event that,  under the Texas Act, would
                    cause the Partnership's dissolution.

         13.2  Continuation of the Partnership.  Except as otherwise provided in
this   Agreement,   upon  the  occurrence  of  an  event  described  in  Section
13.1(b)(iii), if there remains at least one General Partner, the business of the
Partnership  shall be carried on by such General Partner without  dissolution if
approved by LDE. In all other cases,  upon the occurrence of an event  described
in  Section  13.1(b),  the  Partnership  shall be  deemed  to be  dissolved  and
reconstituted only if the remaining  Partners  unanimously elect to continue the
Partnership  within  90 days of such  event.  If no  election  to  continue  the
Partnership is made within 90 days of such event, the Partnership  shall conduct
only those  activities  necessary  to wind up its  affairs.  If an  election  to
continue the  Partnership is made upon the  occurrence of an event  described in
Section 13.1(b), then:

                  (a) if there is no remaining General Partner, then within such
         90 day period a successor General Partner shall be selected by LDE;

                  (b) the Partnership  shall be deemed to be  reconstituted  and
         shall  continue until the end of the term for which it is formed unless
         earlier dissolved in accordance with this Article XIII;

                  (c) the  departing  General  Partner  shall  be  automatically
         admitted  to the  Partnership  as a  Limited  Partner  and  its  former
         Partnership  Interest  as a  General  Partner  shall  be  automatically
         converted to a Limited Partner's Partnership Interest; and

                  (d) all  necessary  steps  shall  be taken to amend or restate
         this Agreement and the Certificate.

         13.3  Liquidation.

                  (a)  Upon   dissolution   of  the   Partnership,   unless  the
         Partnership is continued  under Section 13.2, the General Partner shall
         be the liquidator (the "Liquidator").  The Liquidator shall be entitled
         to receive such  compensation  for its services as may be approved by a
         Super-Majority Interest.

<PAGE>


                  (b) The  Liquidator  shall  agree  not to  resign  at any time
         without  15 days prior  written  notice and may be removed at any time,
         with  or  without   cause,   by  notice  of  removal   approved   by  a
         Super-Majority  Interest. Upon dissolution,  removal, or resignation of
         the Liquidator,  a successor and substitute  Liquidator (who shall have
         and  succeed  to  all  rights,  powers,  and  duties  of  the  original
         Liquidator)   shall  within  30  days   thereafter  be  selected  by  a
         Super-Majority Interest. The right to appoint a successor or substitute
         Liquidator  in the  manner  provided  herein  shall  be  recurring  and
         continuing  for so long as the functions and services of the Liquidator
         are  authorized  to continue  under the  provisions  hereof,  and every
         reference  herein to the Liquidator will be deemed to refer also to any
         such successor or substitute  Liquidator appointed in the manner herein
         provided.

                  (c) Except as  expressly  provided in this Article  XIII,  the
         Liquidator  appointed in the manner  provided herein shall have and may
         exercise,  without  further  authorization  or  consent  of  any of the
         parties  hereto,  all of the powers  conferred upon the General Partner
         under the terms of this Agreement (but subject to all of the applicable
         limitations,  contractual  and  otherwise,  upon the  exercise  of such
         powers) to the extent necessary or desirable in the good faith judgment
         of the  Liquidator  to  carry  out  the  duties  and  functions  of the
         Liquidator  hereunder  for and during  such  period of time as shall be
         reasonably  required in the good faith  judgment of the  Liquidator  to
         complete the winding up and liquidation of the Partnership.

                  (d) Subject to Section 13.4,  the Liquidator  shall  liquidate
         the assets of the  Partnership and apply and distribute the proceeds of
         such  liquidation in the following order of priority,  unless otherwise
         required by mandatory provisions of applicable law:

                         (i)  to the  payment  of the  expenses  of  terminating
                    transactions,   including,  without  limitation,   brokerage
                    commissions, legal fees, accounting fees and closing costs;

                         (ii) to the payment to  creditors  of the  Partnership,
                    including  Partners,  in order of priority  provided by law;
                    and

                         (iii) to the Partners and any  assignees in  accordance
                    with  the  positive  balances  in their  respective  Capital
                    Accounts as provided in section  1.704-1(b)(2)(ii)(b)(2)  of
                    the Regulations;  provided, however, that the Liquidator may
                    place in  escrow a  reserve  of cash or other  assets of the
                    Partnership   for   contingent   liabilities  in  an  amount
                    determined  by the  Liquidator  to be  appropriate  for such
                    purposes.

<PAGE>


         13.4  Distribution in Kind.  Notwithstanding the  provisions of Section
13.3 which require the liquidation of the assets of the Partnership, but subject
to  the  order  of  priorities  set  forth  therein,  if on  dissolution  of the
Partnership  the  Liquidator  and a  Super-Majority  Interest  determine that an
immediate sale of part or all of the  Partnership's  assets would be impractical
or would cause undue loss to the Partners and any assignees,  the Liquidator may
defer for a reasonable time the liquidation of any assets except those necessary
to satisfy liabilities of the Partnership (other than those to Partners) and/or,
after obtaining the approval of a Super-Majority Interest, may distribute to the
Partners and assignees,  in lieu of cash, as tenants in common and in accordance
with the  provisions of Section 13.3,  undivided  interests in such  Partnership
assets  as  the  Liquidator  deems  not  suitable  for  liquidation.   Any  such
distributions  in kind  shall be  subject  to such  conditions  relating  to the
disposition and management of such properties as the Liquidator deems reasonable
and  equitable  and  to any  joint  operating  agreements  or  other  agreements
governing the operation of such  properties at such time.  The  Liquidator and a
Super-Majority  Interest  shall  determine the fair market value of any property
distributed in kind using such reasonable method of valuation as it may adopt.

         13.5  Cancellation  of  Certificate of  Limited Partnership.  Upon  the
completion of the  distribution  of Partnership  property as provided in Section
13.3 and Section 13.4, the Partnership  shall be terminated,  and the Liquidator
(or the  General  Partner and Limited  Partners  if  necessary)  shall cause the
cancellation of the Certificate in the State of Texas and of all  qualifications
and  registrations  of the  Partnership  as a  foreign  limited  partnership  in
jurisdictions other than the State of Texas and shall take such other actions as
may be necessary to terminate the Partnership.

         13.6  Return  of  Capital.  The General Partner shall not be personally
liable for the return of the Capital  Contributions of Limited Partners,  or any
portion  thereof,  it being  expressly  understood that any such return shall be
made solely from Partnership assets.

                                   ARTICLE XIV

                        AMENDMENT OF AGREEMENT; CONSENTS

         14.1  Amendment  Procedures.  All  amendments  to this  Agreement shall
be in  accordance  with  the  following  requirements:  (a)  amendments  to this
Agreement  may be  proposed  only by the  General  Partner  or a  Super-Majority
Interest;  (b) a proposed  amendment shall be effective upon its approval by all
of the  Partners;  and (c) the General  Partner  shall notify all Partners  upon
final adoption of any such proposed amendment.

         14.4  Action  Without  a  Meeting.  Any  action  that may  be taken  by
Limited  Partners may be taken without a meeting if a consent in writing setting
forth the action so taken is signed by Limited Partners owning not less than the
minimum  Percentage  Interests that would be necessary to authorize or take such
action pursuant to the terms of this  Agreement.  To the extent that the laws of
any  jurisdiction  to which the  Partnership  or the  Partnership  Agreement  is
subject  require  that any action of Limited  Partners  under this  Agreement be
unanimous,  any action taken by Limited  Partners  pursuant to and in accordance
with the preceding sentence shall be deemed to constitute the act of all Limited
Partners  and, in such event,  each  Limited  Partner that does not execute such
written  consent  hereby  agrees to be bound by the  decision  of those  Limited
Partners  executing  such consent and hereby  approves such action to the extent
such approval is required for such matter to be effective under the laws of such
jurisdiction.  Prompt  notice  of the  taking of such  action  shall be given to
Limited Partners who have not consented in writing to such action.


<PAGE>

                                   ARTICLE XV

                               GENERAL PROVISIONS

         15.1  Addresses  and  Notices.  Any notice, demand,  request, or report
required  or  permitted  to be given or made to a Partner  under this  Agreement
shall be in writing and shall be deemed  given or made when  delivered in person
or when sent by United States registered or certified mail to the Partner at the
address herein  specified  (i.e.,  the address shown on its signature page or as
changed  pursuant  to Section  1.4(b)  hereof),  regardless  of any claim or any
Person who may have an  interest  in any  Partnership  Interest  by reason of an
assignment or otherwise.

         15.2  Titles and Captions.  All article and section titles and captions
in this  Agreement are for  convenience  only,  shall not be deemed part of this
Agreement,  and in no way shall define,  limit, extend, or describe the scope or
intent of any provisions  hereof.  Except as  specifically  provided  otherwise,
references to  "Articles"  and  "Sections"  are to Articles and Sections of this
Agreement.

         15.3 Pronouns  and  Plurals.  Whenever  the  context  may require,  any
pronoun  used in this  Agreement  shall  include  the  corresponding  masculine,
feminine, or neuter forms, and the singular form of nouns,  pronouns,  and verbs
shall include the plural and vice versa.

         15.4  Further  Action.  The  parties  shall   execute  all   documents,
provide all  information,  and take or refrain from taking all actions as may be
necessary or appropriate to achieve the purposes of this Agreement.

         15.5  Binding Effect.  This  Agreement  shall be binding upon and inure
to the benefit of the parties hereto and their heirs, executors, administrators,
successors, legal representatives, and permitted assigns.

         15.6Integration.  This Agreement  constitutes the entire agreement
among the parties hereto  pertaining to the subject matter hereof and supersedes
all prior agreements and understandings pertaining thereto.

         15.7 Creditors.  None of the provisions of this Agreement shall  be for
the benefit of or enforceable by any creditors of
the Partnership.

         15.8  Waiver.  No failure  by  any  party  to  insist  upon the  strict
performance of any covenant,  duty, agreement, or condition of this Agreement or
to  exercise  any  right  or  remedy  consequent  upon a  breach  thereof  shall
constitute a waiver of any such breach or any other covenant,  duty,  agreement,
or condition.

         15.9  Counterparts.  This  Agreement  may be  executed in counterparts,
all of which together shall constitute one agreement  binding on all the parties
hereto,  notwithstanding  that  all  such  parties  are not  signatories  to the
original or the same counterpart.

         15.10  Applicable Law.  This Agreement shall be construed in accordance
with and  governed  by the laws of the  State of  Texas,  without  regard to the
principles of conflicts of law.

         15.11  Invalidity of Provisions.  If any provision of this Agreement is
declared or found to be illegal,  unenforceable,  or void,  in whole or in part,
then the  parties  shall be  relieved  of all  obligations  arising  under  such
provision, but only to the extent that it is illegal, unenforceable, or void, it
being the intent and  agreement  of the  parties  that this  Agreement  shall be
deemed amended by modifying  such  provision to the extent  necessary to make it
legal and enforceable  while  preserving its intent or, if that is not possible,
by  substituting  therefor  another  provision that is legal and enforceable and
achieves the same objectives.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]











<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement to
be effective as of the Effective Date.

GENERAL PARTNER:                           PHYMED, INC.,
                                           an Oklahoma corporation

Address:

_________________________________          By:_________________________________
_________________________________          Name:_______________________________
                                           Title:______________________________

LIMITED PARTNER:                           LDE VENTURES, INC.,

                                           an Illinois corporation

Address:


_______________________                    By:  _______________________________
_______________________                    Name: ______________________________
_______________________                    Title: _____________________________
















<PAGE>






                                    EXHIBIT A
                                    ---------

                          Initial Percentage Interests
                          ----------------------------

                        PHYMED                    65%
                        LDE                       35%