CONFIDENTIAL TREATMENT REQUESTED
                                        2


                              DISTRIBUTOR AGREEMENT
                                 ENDOCARE, INC.
                                        &
                                 U.S.M.D., LTD.

     This  Distributor  Agreement (the "Agreement") is dated as of June 27, 2001
(the  "Effective  Date"),  by and between Endocare, Inc., a Delaware corporation
having its principal place of business at 7 Studebaker, Irvine, California 92618
("Company"),  and  U.S.M.D.,  Ltd.,  a  Texas  Limited  Partnership  having  its
principle  place  of business at 6750 N. MacArther Blvd., Ste 209, Irving, Texas
75039  ("Distributor").
                                   BACKGROUND
     A.     The  Company  develops, manufactures, markets and sells the Cryocare
Probe  Surgical  System  and  associated  disposable  products (the "Products").
B.     Distributor  desires  to  market  and  distribute  the  Products.
C.     Company  desires  to grant Distributor, and Distributor desires to obtain
from  Company,  exclusive  rights  to  market and distribute the Products in the
states  of  Texas,  Oklahoma, Arkansas, Louisiana, Missouri, Colorado, Nebraska,
Kansas, Illinois, New Mexico, Tennessee, Georgia, Alabama, Indiana, Kentucky and
Mississippi  (hereinafter  the "States") upon the terms and conditions set forth
in  this  Agreement.
     NOW,  THEREFORE,  in  consideration  of  the mutual promises, covenants and
agreements  set forth in this Agreement, Company and Distributor hereby agree as
follows:
     Section  1.     Mutual  Exclusivity.
                     -------------------
     (a)     Exclusive  Appointment  The Company appoints the Distributor as the
             ----------------------
exclusive  distributor  of  the  Products  in  the  States  for the treatment of
prostate  medical  conditions.  The  Distributor  may  sell  the Products of the
Company  covered  by  this  Agreement  only  within the States, and only for the
treatment  of urological medical conditions.  In addition, the Distributor shall
have  an  exclusive  right  to  sell the Products to Healthtronics, Inc. and the
affiliated  entities  set  forth  on  the  Healthtronics,  Inc.  Schedule  of
Subsidiaries, attached hereto as  Exhibit A ("Healthtronic"), within and outside
                                  ---------
of  the  States.  The  Distributor may act through other business units approved
through  mutual  agreement  of  Company  and  Distributor,  but  only  after the
Distributor  has  obtained  these  other  entities' agreement to be bound by the
terms of this Agreement.  Such exclusivity shall cease to exist, however, (i) if
Distributor fails to meet the Minimum Purchase Requirements set forth in Section
5  below,  (ii)  if this Agreement is terminated or (iii) to the extent that the
Company  exercises  the  Company  Sale  Right  set  forth in Section 1(b) below.
Nothing  in  this  Section  or  this  Agreement  shall be construed to place any
limitation  upon  Distributor's  ability to market or distribute the products in
any  locales  outside  of  the  States.
     (b)     Company  Sales.  Notwithstanding  the  exclusive appointment of the
             --------------
Distributor in Section 1(a) above, the Company shall have the exclusive right to
sell  its Products (a "Company Sale Right") to a specific party or entity in the
States  or  to  Healthtronic  (a  "Potential  Customer")  if  and  when  (i) the
Distributor  has  notified  the  Company in writing that it is not interested in
selling  the  Products  to  a  Potential Customer or (ii) if (A) the Company has
provided  the  Distributor  with  information  on  a  Potential Customer and the
Distributor has not sold any Products to the Potential Customer within three (3)
months  after  receipt  of  the  information  and (B) after the Company has then
provided  written  notice to the Distributor, no sale of any Products is made by
the  Distributor  to  the Potential Customer within fifteen (15) days after such
written  notice is given by the Company.  The exercise of the Company Sale Right
shall  in  no  manner  alter  or reduce the Minimum Purchase Requirements of the
Distributor  set  forth  in Section 5.  Once the Company Sale Right is exercised
for  a  Potential  Customer,  it shall continue for perpetuity.  The Company may
exercise  the  Company  Sale  Right on more than one occasion and as to multiple
Potential  Customers.
     (c)     Product  Exclusivity.  So  long  as  it  is  a  distributor  of the
             --------------------
Company's Products, the Distributor, its agents, employees, affiliates, officers
or  directors shall not promote or sell any new or competing product which would
reasonably  be  expected  to  interfere  with  the  sale of any of the Products.
     Section  2.     Products  Covered.  The  Products  are  subject,  at  the
                     -----------------
Company's  sole discretion, to modification or change in part numbers, design or
specifications.  Products  are subject to individual removal from this Agreement
for  failure of Distributor to meet the Minimum Purchase Requirements referenced
in  Section  5(d)  of  this Agreement and described in Exhibit A attached or for
                                                       ---------
reasons  of  Company's  possible  future  discontinuance  or  transference  of a
product.
Section  3.     Duration of Agreement.  This Agreement shall become effective on
                ---------------------
the  date  of  the  last  signatory  hereto  and  shall  continue  for  one year
thereafter.   After  the  expiration of the one year period, the Agreement shall
continue  on a month to month basis until either parties elects to terminate the
Agreement  with thirty (30) days written notice as set forth in Section 7 below.
Section 4.     Representations and Obligations of the Company.  As an inducement
               ----------------------------------------------
to  Distributor  to enter into this Agreement and to consummate the transactions
contemplated  hereby,  Company  hereby  represents,  warrants,  and covenants to
Distributor  as  follows:
     (a)     Company has full right, title and unencumbered proprietary interest
in  and  to  the Products; and the consummation of the transactions contemplated
herein  and  the  granting  by  Company  to Distributor of the right to sell the
Products  do  not require the consent, waiver, approval, or authorization of any
person  or  authority  and  do not violate any other agreements, instruments, or
rights  of  any  third  party.
(b)     Company  shall  provide, in reasonable quantities, sales and promotional
material  for  the  Products.
(c)     Company  shall  be  solely responsible for its expenses and those of its
staff  and  agents.
(d)     Company  will use its best efforts to manufacture and ship the volume of
Products  ordered  by Distributor in its purchase orders on or near the delivery
dates  set  forth  therein.
     (e)     Company will use its best efforts to periodically hold training and
education  courses  related  to  the  Products  that  will  be made available to
physicians  who  purchase  the  Products  through  Distributor.
     Section  5.     Representations  and  Obligations  of  Distributor.
                     --------------------------------------------------
     (a)     Distributor  represents  that  it  has  experience in marketing and
selling  similar  products in the States, that it has the financial resources to
market  the  Products  and that it shall use its best efforts to market and sell
the  Products  in the States and to achieve the maximum utilization potential in
the  States.
(b)     Distributor  will  provide the Company, at the Company's request, with a
list  of  the accounts into which it has sold the Products, and the names of the
decision  makers  for  the  accounts.
(c)     Distributor  shall  deliver  reports  of  sales,  pricing,  and  other
information  reasonably  requested by Company pertaining to the distribution and
marketing  of  the  Products  in  the  States.
(d)     Distributor  will  purchase,  at  a minimum, *** Cryocare Probe Surgical
Systems   in  each  quarter of the one year term of this Agreement (the "Minimum
Purchase  Requirements")  as specified in Attachment A hereto for the prices set
forth  in  Attachment  A.  After  the  expiration  of  the one year term of this
Agreement,  Distributor  will  continue  to purchase any combination of Products
(i.e.  Cryocare Probe Surgical Systems  , and/or related accessory or disposable
products)  equivalent  to  the  aggregate  purchase price of  *** Cryocare Probe
Surgical  Systems  during  each  quarter  of any given twelve (12) month period.
     (e)     Distributor  hereby accepts title of all Products upon Shipment and
acknowledges  that  no  further  performance is required of Company in order for
Company  to  receive  payment  for  said  Products.
     Section  6.     Shared  Obligations  of  Company  and  Distributor.
                     --------------------------------------------------
     (a)     Distributor  and  Company  shall  comply  with all applicable laws,
statutes,  and  regulations  relating  to  production,  marketing,  sales,  and
distribution  of  the  Products  in  the  States.
(b)     Distributor and Company shall be solely responsible for their respective
expenses  and  those  of  their  staff  and  agents.
     Section  7.     Termination.
                     -----------
     (a)     Notice.  Either  party  may  terminate  this  Agreement  upon  the
             ------
material  breach  of any material term or condition of this Agreement, including
Distributor's  failure  to  meet the quarterly Minimum Purchase Requirements set
forth  in Section 5(d) of this Agreement and referenced in Attachment A.  Upon a
material  breach,  the non-breaching party shall give the breaching party ninety
(90)  days  written notice of the breach.  The breaching party shall have ninety
(90)  days  from the sending of the notice in which to cure its breach and avoid
termination.
     (b)     Upon  One  Year  Expiration.  Either  party  may  terminate  this
             ---------------------------
Agreement  for any reason, without cause, after the one year anniversary of this
Agreement as set forth in Section 3 hereto, assuming the Agreement is continuing
on a month-to-month basis and the parties have not mutually agreed upon a longer
term.  Termination  pursuant  to  this Section 7(b) shall be effective only upon
thirty  (30)  days  written  notice.
     Section  8.     Price  List.  The  prices  for  the  Products are listed in
                     -----------
Attachment  A  to  this Agreement.  The Company reserves the right to change the
price  list  after  the  expiration of the one year term of this Agreement.  Any
such  price  change shall only be effective upon thirty (30) days written notice
by  Company  to  the  Distributor.
Section  9.     Purchase  and  Sale  of  the  Products.
                --------------------------------------
     (a)     Purchase  Orders.  All  purchase  orders  shall  be  submitted  on
             ----------------
Distributor's  written Purchase Order by mail or fax (with original following by
mail)  and paid for in accordance with the payment terms specified in Subsection
9(c).  The  Company  will  provide  the Distributor with written confirmation of
each  purchase  order  within  five  business  days  of  receipt  thereof.
(b)     Title  and  Risk of Loss For Product Shipped.  All Products purchased by
        --------------------------------------------
Distributor shall be delivered to Distributor or a party designated by Purchaser
Ex-factory,  Irvine,  California,  U.S.A.  Distributor  shall  take title to the
Products  upon  shipment  and  all risks of loss and expenses in connection with
such  Products shall thereafter rest upon Distributor including storage, cartage
and  transportation  of  the  Products  as well as all fees, charges, and taxes.
However,  Company hereby agrees to purchase and pay for the cost of insuring the
Products  for  shipment  to  Distributor  (or a party designated by Distributor)
through  the  company/carrier  hired  to  ship  said  Products.
(c)     Payment  Terms.  The  Distributor  will  make  payment  by check or wire
        --------------
transfer  within  ninety (90) days from date of each shipment.  Interest will be
payable  on  payments not received within ninety (90) days from the date of each
shipment,  at  the  rate  of  one percent per month, starting on the date of the
shipment.
     Section  10.     Indemnification,  Disclaimer Of Warranty And Limitation Of
                      ----------------------------------------------------------
Liability.
 --------
     (a)     Distributor's  Indemnification  of the Company.  Distributor shall,
             ----------------------------------------------
at  Distributor's sole cost and expense, indemnify, defend and hold the Company,
its  licensors  and service providers, and their respective officers, directors,
employees,  agents  and  consultants  harmless  from and against any judgment or
settlement  and  associated  litigation  and/or  settlement  costs  (including
reasonable  attorney's  fees  and  costs)  that  arise  out  of the negligent or
intentionally  tortious  conduct of Distributor's business, or Distributor's use
or  sale  of Products delivered to it by the Company.  The Company shall provide
Distributor  with  written  notification of any claim subject to indemnification
pursuant  to  this Section 10 and of any associated court filings promptly after
the  Company  first  learns of them.  The Company shall provide Distributor with
such  assistance and cooperation as Distributor may reasonably request from time
to time in connection with the defense thereof.  The Company will use reasonable
efforts to mitigate all such claims, losses, damages, expense or liability after
receipt  of  notice  thereof.
(b)     The  Company's  Indemnification  of  Distributor.  Company  shall,  at
        ------------------------------------------------
Company's sole cost and expense, indemnify, defend and hold the Distributor, its
licensors  and  Service  providers,  and  their  respective officers, directors,
employees,  agents  and  consultants  harmless  from and against any judgment or
settlement  and  associated  litigation  and/or  settlement  costs  (including
reasonable  attorney's  fees  and costs) that arise out the Products' failure to
meet  the  Warranty  as  described  in Subsection 10(d); for any claims based on
products  liability  theory  against  the  Products; and for any claims that the
Products'  or the Company's trademarks infringe the intellectual property rights
of  third  parties.  The  Distributor  shall  provide  Company  with  written
notification of any claim subject to indemnification pursuant to this Section 10
and  of any associated court filings promptly after the Distributor first learns
of  them.  The  Distributor  shall  provide  Company  with  such  assistance and
cooperation  as  Company  may reasonably request from time to time in connection
with  the  defense  thereof.  The  Distributor  will  use  reasonable efforts to
mitigate all such claims, losses, damages, expense or liability after receipt of
notice  thereof.
(c)     Cross Indemnification.  Each party shall indemnify the other against any
        ---------------------
and  all loss, liability, cost or expense, including reasonable attorneys' fees,
in any way arising out of any breach of warranty or representation hereunder, or
any recklessness or willful misconduct in connection with the implementation and
carrying  out  of  the  terms  of  this  Agreement.
(d)     Warranty.  THE  PRODUCTS  THAT  COMPANY  IS PROVIDING TO DISTRIBUTOR ARE
        --------
WARRANTIED  ONLY  TO  THE EXTENT THAT THEY WILL BE FREE FROM DEFECT IN MATERIAL,
DESIGN  AND WORKMANSHIP.  COMPANY MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR
STATUTORY  REGARDING  THE PRODUCTS PROVIDED HEREUNDER INCLUDING, BUT NOT LIMITED
TO,  IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
WHICH  ARE  HEREBY  EXPRESSLY  DISCLAIMED.  COMPANY  DOES NOT REPRESENT THAT THE
PRODUCTS  WILL  OPERATE  ERROR-FREE,  OR  THAT  THEY  WILL  OPERATE  WITHOUT
INTERRUPTION,  OR  THAT  THEY  WILL  FUNCTION  IN  ACCORDANCE WITH DISTRIBUTOR'S
REQUIREMENTS.  IN  NO  EVENT  SHALL  COMPANY  HAVE  ANY LIABILITY FOR, NOR SHALL
PARTICIPANT HAVE ANY REMEDY AGAINST COMPANY FOR, CONSEQUENTIAL DAMAGES, ANY LOSS
OF  PROFITS  OR  SAVINGS,  LOSS  OF  USE,  OR  ANY  OTHER  COMMERCIAL  LOSS.
     Section  11.     Notices.  Any  notice,  request,  demand,  or  other
                      -------
communication  required  or  permitted  hereunder shall be deemed to be properly
given  when  received  by  fax  or received by mail, postage prepaid, addressed:
Company:     Endocare,  Inc.
-------
7  Studebaker
Irvine,  CA  92618
U.S.A.
Attention:  Paul  Mikus,  CEO
Distributor:     U.S.  M.  D.,  Ltd.
-----------
6750  N.  MacArther  Blvd.  Ste  209
Irving,  Texas  75039
Attention:   Steve  House,  Director  of  Cryotherapy  Development

     Section  12.     Intellectual  Property  -  License  and  Ownership.
                      --------------------------------------------------
     (a)     Technology.  Subject  to  all  the  terms  and  conditions  of  the
             ----------
Agreement, Company grants Distributor a non-transferable, non-sublicensable, and
royalty-free  license  to use any technology, know how, trade secrets, and other
propriety information of the Company that the Company may share with Distributor
under  this  Agreement  only  in  connection with the marketing and promotion of
Products to end-users in the States.  All such technology, however, is and shall
remain  the sole property of Company and shall be subject to the confidentiality
provisions  of  Section  19.  Nothing  in  this  license  or  elsewhere  in this
Agreement  shall  be  construed to grant to Distributor any rights whatsoever in
the  Company's technology or intellectual property other than as delineated this
Section  12  license.
(b)     Marks.  Subject  to  all  the  terms  and  conditions  of the Agreement,
        -----
Company  grants  Distributor a non-transferable, non-sublicensable, royalty-free
and  non-exclusive license to use the Company's trademarks, service marks, icons
or  logos  ("Company  Marks")  provided  to  Distributor by Company, only in the
States  and  only  in connection with the marketing and promotion of Products to
end-users.  Distributor shall submit to Company in writing for its prior written
approval, one (1) sample of each Product brochure or other marketing material on
which any Company Mark is proposed to be used.  Company will provide Distributor
written  notice  of  its  approval or disapproval within fifteen (15) days after
receiving  such  request; provided, however, that if Company does not disapprove
Distributor's  request  within  such  fifteen  (15) day period, the proposed use
shall  be  deemed  approved.  Company  reserves  the  right to change, modify or
replace any Company Mark at any time, and Distributor agrees to comply with such
changes at its sole cost.  Distributor will cease using any materials containing
any  Company  Mark immediately upon termination of the Agreement, or at any time
sooner,  upon written request by Company.  Distributor will not alter, modify or
change  any  Company  Mark,  or  use  it  in combination with any other words or
symbols, without the prior written authorization of Company.  Distributor agrees
that  the  presentation  and  image  of  the  Company  Marks will be uniform and
consistent with respect to the Products associated with such Company Marks.  The
use  of  the  Company  Marks  by  Distributor shall inure to the sole benefit of
Company.  Distributor  agrees not to apply for registration of the Company Marks
(or  any  mark  confusingly  similar  thereto)  anywhere  in  the  world.
     Section  13.     No  Agency.  This  Agreement  does  not  establish  the
                      ----------
Distributor  as the agent or legal representative of the Company, or the Company
as  the  agent  or representative of the Distributor for any purpose whatsoever.
Neither  party is granted any express or implied right or authority by the other
party to assume or to create any obligation or responsibility on behalf of or in
the  name  of the other party, or to bind the other party in any manner or thing
whatsoever.
Section  14.     Arbitration.  Any  controversy  regarding,  connected  with  or
                 -----------
arising  from  this  Agreement, shall be settled by informal, speedy and binding
arbitration  using the offices of the Judicial Arbitration and Mediation Service
in  the County of Orange, California, or if said service no longer exists, using
a  similar  service chosen by the Superior Court of California for the county of
Orange.  The  conduct of the arbitration shall be governed by California Code of
Civil  Procedure  section 1280, et seq.  The arbitration shall be conducted by a
single  neutral  arbitrator  who  shall  hold the arbitration hearing as soon as
practicable  and shall make his or her award within 30 days of the conclusion of
the  arbitration  hearing.  Each  party  to  the  arbitration shall bear its own
counsel  fees  and  its  pro  rata share of the expenses and fees of the neutral
arbitrator.
Section  15.     Jurisdiction,  Venue,  Choice  of  Law.  Subject  to Section 14
                 --------------------------------------
above, the parties consent to jurisdiction in the State of California, and agree
that  venue  is  proper  in  Orange  County, California.  This Agreement will be
interpreted and construed in accordance with the laws of the State of California
without  regard  to  which party drafted particular provisions of the Agreement.
Any  choice-of-law  issues  will  also  be decided in accordance with California
choice-of-law  provisions.
Section  16.     Assignment.  Neither  Company  nor Distributor shall assign its
                 ----------
rights  or obligations under this Agreement without the prior written consent of
the  other  party  hereto;  provided,  however,  that  the  Company may, without
                            --------   -------
Distributor's  consent,  assign  this  Agreement  and its rights and obligations
hereunder in connection with the transfer or sale of all or substantially all of
the  Company's  assets or equity, or in the event of its merger or consolidation
or  change in control or similar transaction.  Should such an assignee terminate
this  Agreement  without cause (outside the provisions of Section 7, above), the
assignee  will  pay  Distributor  no more than $250,000.00 if the termination is
within  the  one  year  term  of  this  Agreement.
Section  17.     Entire Agreement.  All of the terms, provisions, and conditions
                 ----------------
agreed  on by the parties hereto are contained in this instrument and Attachment
A  hereto,  there  are  no  other  or  further  understandings.
Section  18.     Confidentiality.  Distributor  acknowledges  that  it  may have
                 ---------------
access  to  information  of  the  Company  relating to the Product which is of a
confidential  and  proprietary  nature  ("Proprietary  Information").  Such
Proprietary  Information  may include, without limitation, promotional material,
video tapes, customer lists, software, trade secrets, know-how, drawings, patent
applications, schematics, data coding, technical documentation and instructional
materials.  Distributor  agrees  to  take diligent care to prevent disclosure to
and  use  by  others  of  the  Proprietary  Information.  Distributor shall take
appropriate  steps  to  ensure  that  the  confidentiality  of  the  Proprietary
Information  is  maintained  by  its  employees  and  all permitted users of the
Product.  Distributor  shall  not directly or indirectly use or permit any other
person  to  use  the Proprietary Information.  Distributor shall not disclose to
any  other  party  the  Proprietary  Information, in any form, without the prior
written  consent  of Company, except for disclosures to employees of Distributor
or  users  of  the  Product  in  connection  with  the promotion and sale of the
Product.  Upon  the  termination  of  the Agreement, for any reason, Distributor
shall  promptly  return  to  the  Company  all  documents containing Proprietary
Information.  Distributor  acknowledges that this Section 18 shall extend beyond
the  termination  date  of  this  Agreement.  Distributor  acknowledges that the
Company  has  no  adequate  remedy  at  law if this clause shall be violated and
agrees  that,  notwithstanding  any  other  provisions  of this Agreement to the
contrary,  the  Company  may  obtain  injunctive  relief  and/or other equitable
remedies  and  further agrees that such action may be commenced and heard in the
appropriate  court  with  jurisdiction  of  the  subject  matter in the State of
California.
Section  19.     Headings.  The descriptive headings of this Agreement have been
                 --------
inserted  for  convenience  and shall not be deemed to limit or otherwise affect
the  construction  of  any  provision  hereof.
Section  20.     Counterparts.  This  Agreement  may  be executed in two or more
                 ------------
counterparts,  each  of  which  shall  be  deemed  an  original and all of which
together  shall  constitute  but  one  and  the  same  instrument.
Section  21.     Amendment.  No  amendment,  modification, or supplement to this
                 ---------
Agreement  shall  be  binding  on any of the parties unless it is in writing and
signed  by  the  parties  in  interest  at  the  time  of  the  modification.

                            [SIGNATURE PAGE FOLLOWS]


<PAGE>
                                       11


     Signature  Page  to  Distribution  Agreement

     IN  WITNESS  WHEREOF,  the  parties hereby execute this Agreement as of the
date  set  forth  above.


ENDOCARE,  INC.                         U.S.M.D.,  Ltd.
a Delaware  Corporation                 a Texas  Limited  Partnership
                                   By:  U.S.M.D.  I,  L.L.C.,  General  Partner

By: /s/ Paul Mikus                 By:  /s/ John M. House, M.D.

    Paul  Mikus,  CEO  &  Chair         John  M.  House,  M.D.
                                        President

<PAGE>
                                    EXHIBIT A
                                    ---------

                   HEALTHTRONIC, INC. SCHEDULE OF SUBSIDIARIES

Tenn-Ga  Prostate  Therapies,  LLC     TN     Limited  Liability  Corporation

Prostate  Therapies  of East Texas, LLC     TX     Limited Liability Corporation

Litho  Management,  Inc.     TX     Corporation

HLE  Corporation     TX     Corporation

U.S.  Lithotripsy,  L.P.     TX     Limited  Partnership

Metro  I  Stone  Management,  Ltd.     TX     Limited  Partnership

Mississippi  Valley  I  Stone  Management,  L.P.     MO     Limited  Partnership

East  Texas  I  Stone  Management,  Ltd.     TX     Limited  Partnership

Dallas  Stone  Management,  L.P.     TX     Limited  Partnership

S.C.  Missouri  Stone  Management,  L.P.     MO     Limited  Partnership

Tulsa  Stone  Management,  L.P.     OK     Limited  Partnership

SE  Colorado  Lithotripsy,  L.P.     CO     Limited  Partnership

Mississippi  Valley  II  Stone  Management,  L.P.     MO     Limited Partnership

Missouri  Valley  Lithotripsy,  L.P.     MO     Limited  Partnership

North  Central  Texas  Lithotripsy,  L.P.     TX     Limited  Partnership

White  River  Lithotripsy,  LP     CO     Limited  Partnership

Central  Texas  Lithotripsy,  LP     TX     Limited  Partnership

Central  Dallas  Lithotripsy,  LP     TX     Limited  Partnership

Western  Colorado  Lithotripsy,  LP     CO     Limited  Partnership

Oklahoma  Lithotripsy,  LP     OK     Limited  Partnership

Florida  Lithology,  Inc.     FL     Corporation

Lithotripsy  of  East  Texas,  LP     TX     Limited  Partnership

N.C.  Missouri  Lithotripsy,  LP     MO     Limited  Partnership

Rio  Grande  Lithotripsy,  LP     TX     Limited  Partnership

Florida  Lithology,  Ltd.     FL     Limited  Partnership

Wave  Forms  Lithotripsy,  LLC     WA     Limited  Liability  Corporation

Big  Country  Lithotripsy,  LP     TX     Limited  Partnership

Rolla  Lithotripsy,  LP     MO     Limited  Partnership

Metro  II  Stone  Management,  LP     TX     Limited  Partnership

Ozarks  Lithotripsy,  LP     AR     Limited  Partnership

OssaTronics  of  Houston     TX     Limited  Liability  Corporation

New  Jersey  Kidney  Stone,  LLC     NJ     Limited  Liability  Corporation

Tyler  Stone  Services,  LP     TX     Limited  Partnership

HT  Lithotripsy Management Company, LLC     GA     Limited Liability Corporation

HT  Orthotripsy Management Company, LLC     GA     Limited Liability Corporation

Orthotripsy  Services  of  Anchorage,  LP     AK     Limited  Partnership

Orthotripsy  Services  of  Atlanta,  LP     GA     Limited  Partnership

Orthotripsy  Services  of  Austin,  LP     TX     Limited  Partnership

Orthotripsy  Services  of  Bakersfield,  LP     CA     Limited  Partnership

Orthotripsy  Services  of  Baltimore,  LP     MD     Limited  Partnership

Orthotripsy  Services  of  Chattanooga,  LP     TN     Limited  Partnership

Orthotripsy  Services  of  Chicago,  LP     IL     Limited  Partnership

Orthotripsy  Services  of  Cincinnati,  LP     OH     Limited  Partnership

Orthotripsy  Services  of  Eastern  Tennessee, LP     TN     Limited Partnership

Orthotripsy  Services  of  Memphis,  LP     TN     Limited  Partnership

Orthotripsy  Services  of  Houston,  LP     TX     Limited  Partnership

Orthotripsy  Services  of  Illinois,  LP     IL     Limited  Partnership

Orthotripsy  Services  of  Fayetteville,  LP     NC     Limited  Partnership

Orthotripsy  Services  of  Metroplex,  LP     TX     Limited  Partnership

Orthotripsy  Services  of  New  Mexico,  LP     NM     Limited  Partnership

Orthotripsy  Services  of  New  Orleans,  LP     LA     Limited  Partnership

Orthotripsy  Services  of  Ohio,  LP     OH     Limited  Partnership

Orthotripsy  Services  of  Oklahoma  City,  LP     OK     Limited  Partnership

Orthotripsy  Services  of  Philadelphia,  LP     PA     Limited  Partnership

Orthotripsy  Services  of  Rochester,  LP     NY     Limited  Partnership

Orthotripsy  Services  of  San  Antonio,  LP     TX     Limited  Partnership

Orthotripsy  Services  of  San  Francisco,  LP     CA     Limited  Partnership

Orthotripsy  Services  of  Seattle,  LP     WA     Limited  Partnership

Orthotripsy  Services  of  South  Central  Michigan,  LP     MI     Limited
Partnership

Orthotripsy Services of Southeast Tennessee, L.P.     TN     Limited Partnership

Orthotripsy  Services  of  Southern  Idaho,  LP     ID     Limited  Partnership

OssaTron  Services  of  Sioux  Falls,  LP     ID     Limited  Partnership

OssaTron  Services  of  Tampa  Bay,  LP     FL     Limited  Partnership

OssaTron  Services  of  the  Ozarks,  LP     AR     Limited  Partnership

OssaTron  Services  of  Colorado,  LP     CO     Limited  Partnership

OssaTron  Services  of  the  Southeast  I,  LP     GA     Limited  Partnership

OssaTronics  of  Los  Angeles,  LLC     CA     Limited  Liability  Corporation



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