AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                   GREAT LAKES LITHOTRIPSY LIMITED PARTNERSHIP



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                                    AGREEMENT
                             OF LIMITED PARTNERSHIP
                                       OF
                   GREAT LAKES LITHOTRIPSY LIMITED PARTNERSHIP

                                TABLE OF CONTENTS

         Article Heading                                                 Page

         1.       FORMATION..................................................1

         2.       NAME.......................................................1

         3.       OFFICES....................................................1

         4.       PURPOSE....................................................2

         5.       TERM.......................................................2

         6.       CERTAIN DEFINED TERMS......................................2

         7.       CAPITAL CONTRIBUTIONS AND DILUTION OFFERINGS...............6

         8.       GUARANTIES.................................................6

         9.       CONDITIONS TO THE CAPITAL CONTRIBUTIONS OF THE LIMITED
                  PARTNERS...................................................7

         10.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
                  GENERAL PARTNER............................................7

         11.      ADMISSION OF LIMITED PARTNERS..............................7

         12.      CAPITAL ACCOUNTS...........................................8

         13.      ALLOCATIONS................................................9

         14.      DISTRIBUTIONS.............................................10

         15.      RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS................10

         16.      LIMITED LIABILITY.........................................12

         17.      TRANSFER OF INTERESTS AND ADMISSION OF PARTNERS...........12

         18.      OPTIONAL PURCHASE OF LIMITED PARTNERSHIP INTERESTS ON CERTAIN
                  EVENTS....................................................16



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         19.      SALE, ASSIGNMENT OR OTHER TRANSFER OF THE GENERAL
                  PARTNER'S INTEREST........................................20

         20.      TERMINATION OF THE SERVICES OF THE GENERAL PARTNER........21

         21.      MANAGEMENT AND OPERATION OF BUSINESS......................21

         22.      RESERVES..................................................24

         23.      INDEMNIFICATION AND EXCULPATION OF THE GENERAL
                  PARTNER...................................................24

         24.      DISSOLUTION OF THE PARTNERSHIP............................24

         25.      DISTRIBUTION UPON DISSOLUTION.............................26

         26.      BOOKS OF ACCOUNT, RECORDS AND REPORTS.....................26

         27.      NOTICES...................................................27

         28.      AMENDMENTS................................................27

         29.      LIMITATIONS ON AMENDMENTS.................................27

         30       MEETINGS, CONSENTS AND VOTING.............................28

         31.      SUBMISSIONS TO THE LIMITED PARTNERS.......................28

         32.      ADDITIONAL DOCUMENTS......................................29

         33.      SURVIVAL OF RIGHTS........................................29

         34.      INTERPRETATION AND GOVERNING LAW..........................29

         35.      SEVERABILITY..............................................29

         36.      AGREEMENT IN COUNTERPARTS.................................29

         37.      THIRD PARTIES.............................................29

         38.      POWER OF ATTORNEY.........................................30

         39.      ARBITRATION...............................................30

         40.      CREDITORS.................................................30

                  Schedule A...............  Schedule of Partnership Interests



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THE  LIMITED  PARTNERSHIP  INTERESTS  REPRESENTED  BY THIS  LIMITED  PARTNERSHIP
AGREEMENT HAVE NOT BEEN REGISTERED  WITH THE SECURITIES AND EXCHANGE  COMMISSION
UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  UNDER THE WISCONSIN  SECURITIES
LAWS, AS AMENDED, OR UNDER SIMILAR LAWS OR ACTS OF OTHER STATES IN RELIANCE UPON
EXEMPTIONS UNDER SUCH LAWS.


                                    AGREEMENT
                             OF LIMITED PARTNERSHIP
                                       OF
                             GREAT LAKES LITHOTRIPSY
                               LIMITED PARTNERSHIP


                  THIS AGREEMENT OF LIMITED  PARTNERSHIP  (the  "Agreement")  is
made as of  October 21,  1997, by and among PRIME KIDNEY STONE  TREATMENT,
INC., a New Jersey corporation (the "General  Partner"),  and the persons listed
on Schedule A attached hereto as the Limited Partners.

                  1.       FORMATION.

                  The Partnership was originally formed under the name Wisconsin
Lithotripsy  Limited  Partnership  I  pursuant  to a filing in the Office of the
Secretary  of State of Wisconsin  on or about May 14, 1997 of a  Certificate  of
Limited  Partnership.  Subsequently,  the name of the Partnership was changed to
Great  Lakes  Lithotripsy  Limited  Partnership  pursuant  to  the  filing  of a
Certificate of Amendment in the Office of the Secretary of State of Wisconsin on
or about May 16, 1997 in accordance with the provisions of the Act.

                  2.       NAME.

                  2.1  The name of the Partnership is "Great Lakes Lithotripsy
Limited Partnership."

                  2.2 The  Partnership  business  shall be conducted  under such
names as the General  Partner may from time to time deem necessary or advisable,
provided that appropriate amendments to this Agreement and all necessary filings
under  applicable  assumed  or  fictitious  name  statutes  or the Act are first
obtained.

                  3.       OFFICES.

                  3.1 The principal  office of the Partnership  shall be at 1301
Capital of Texas Highway,  Suite C-300,  Austin,  Texas 78746,  or at such other
place as the General Partner may, from time to time,  designate by notice to the
Limited Partners (the "Records Office").

                  3.2 The Partnership  may have such  additional  offices as the
General Partner may, from time to time, deem necessary or advisable.


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                  4.       PURPOSE.

                  The purpose and business of the  Partnership  shall be: (i) to
operate one or more extracorporeal,  shock-wave  lithotripters for the treatment
of renal stones  primarily in northern  Indiana and Wisconsin,  or in such other
location(s) as the General Partner may determine, in its sole discretion,  to be
in the best  interests  of the  Partnership,  (ii) to acquire and operate in the
future  any  other  urological  device  or  equipment  that  as of the  date  of
acquisition by the Partnership has received FDA premarket approval; and (iii) to
engage in any and all activities  incidental or related to the  foregoing,  upon
and subject to the terms and conditions of this Agreement.

                  5.       TERM.

                  The Partnership  shall terminate on May 31, 2047 unless sooner
terminated as herein provided.

                  6.       CERTAIN DEFINED TERMS.

                  Certain terms used in this Agreement  shall have the following
meanings:

                  Act.  The Act means the Wisconsin Uniform Limited Partnership
Act, as then in effect.

                  Affiliate.  An  Affiliate  is  (i)  any  person,  partnership,
corporation, association or other legal entity ("person") directly or indirectly
controlling, controlled by or under common control with another person; (ii) any
person owning or controlling 10% or more of the  outstanding  voting interest of
such other person;  (iii) any officer,  director or partner of such person;  and
(iv) if such other  person is an officer,  director  or partner,  any entity for
which such person acts in such capacity.

                  Agreement.  This Agreement of Limited Partnership, as the same
may be amended from time to time.

                  Bank.  First Citizens Bank & Trust Company.

                  Capital Account.  The Partnership capital account of a Partner
as computed pursuant to Article 11 of this Agreement.

                  Capital  Contributions.  All capital  contributions  made by a
Partner or his predecessor in interest which shall include,  without limitation,
contributions made pursuant to Article 7 of this Agreement.

                  Capital Transaction.  Any transaction which, were it to
generate proceeds, would produce Partnership Sales Proceeds or Partnership
Refinancing Proceeds.

                  Code.  The Internal Revenue Code of 1986, as amended, or
corresponding provisions of subsequent, superseding revenue laws.


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                  Dilution  Offering.   As  provided  in  Section  7.4  of  this
Agreement,  the future offering of additional limited  partnership  interests in
the Partnership by the General Partner.  Any successful  Dilution  Offering will
proportionately  reduce the  Percentage  Interests of the then  current  Limited
Partners in the Partnership.

                  Domestic Proceeding.  Any divorce, annulment, separation or
similar domestic proceeding between a married couple.

                  Equipment.  The  initial  equipment  to  be  acquired  by  the
Partnership  for the  operation of the Mobile  Lithotripsy  System.  The initial
equipment  to be used in the  operation  of the Mobile  Lithotripsy  system will
include the  lithotripter,  the Trailer,  the Truck, and  miscellaneous  medical
equipment and supplies.

                  FDA.  The United States Food and Drug Administration.

                  General Partner.  The General Partner of the Partnership,
Prime Kidney Stone Treatment, Inc., a New Jersey corporation.

                  Guaranty.  The  Guaranty  Agreement  pursuant  to  which  each
Limited Partner will guarantee a portion of the Partnership's  obligation to the
Bank under the Loan.  The form of the  Guaranty  Agreement  is  included  in the
Subscription Packet accompanying the Memorandum.

                  Initial  Limited  Partner.  Dan A. Myers,  M.D., a resident of
North  Carolina  and an Affiliate of the General  Partner.  The Initial  Limited
Partner is to be the only limited partner of the Part nership until such time as
the new Limited  Partners  are  admitted to the  Partnership,  at which time the
Initial Limited Partner shall withdraw from the Partnership.

                  Limited Partners.  The Limited Partners are those investors in
the Units  admitted  to the  Partnership  and any person  admitted  as a Limited
Partner in accordance with the provisions of this Agreement.

                  Loan.  The  loan  of up to  $1,056,000  from  the  Bank to the
Partnership.  Loan  proceeds will be used by the  Partnership  to (i) acquire an
extracorporeal  shock-wave  lithotripter together with options (up to $650,000),
(ii)  acquire  and  upfit a mobile  Trailer  to house  the  lithotripter  (up to
$300,000),  (iii)  acquire  the  Truck  for  hauling  the  Trailer  housing  the
lithotripter (up to $50,000),  and (iv) pay the Wisconsin use tax on the Trailer
and the lithotripter (up to $56,000).

                  Losses.  The net loss (including Net Losses from Capital
Transactions)  of the Partnership for each Year of the Partnership as determined
for federal income tax purposes.

                  Majority  in Interest  of the  Limited  Partners.  The Limited
Partners who hold more than 50% of the Limited Partner  Percentage  Interests in
the Partnership.

                  Memorandum.  The Confidential Private Placement Memorandum of
the Partnership dated May 21, 1997, as amended or as supplemented.


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                  Mobile Lithotripsy System.  The Trailer and Truck with the
installed and operational lithotripter.

                  Net Gains from Capital Transactions. The gains realized by the
Partnership  as a result of or upon any sale,  exchange,  condemnation  or other
disposition of the capital assets of the Partnership (which assets shall include
Code Section 1231 assets) or as a result of or upon the damage or destruction of
such capital assets.

                  Net Losses from Capital  Transactions.  The losses realized by
the Partnership as a result of or upon any sale, exchange, condemnation or other
disposition of the capital assets of the  Partnership  (which shall include Code
Section 1231 assets) or as a result of or upon the damage or destruction of such
capital assets.

                  Partners.  The General Partner and the Limited Partners,
collectively, where no distinction is required by the context in which the term
is used herein.

                  Partnership.  Great Lakes Lithotripsy Limited Partnership, a
Wisconsin limited partnership.

                  Partnership  Cash Flow. For the applicable  period the excess,
if any,  of (A) the sum of (i) all  gross  receipts  from  any  source  for such
period,  other than from  Partnership  loans,  Capital  Transactions and Capital
Contributions,  and (ii) any funds released by the  Partnership  from previously
established  reserves,  over  (B) the sum of (i) all cash  expenses  paid by the
Partnership  for such  period;  (ii) the amount of all  payments of principal on
loans to the Partnership;  (iii) capital  expenditures of the  Partnership;  and
(iv) such  reasonable  reserves as the General  Partner shall deem  necessary or
prudent to set aside for future repairs,  improvements or equipment  replacement
or additions,  or to meet working capital requirements or foreseen or unforeseen
future liabilities and contingencies of the Partnership; provided, however, that
the  amounts  referred  to in (B)(i),  (ii) and (iii)  above shall be taken into
account  only to the extent not funded by Capital  Contributions,  loans or paid
out of previously  established reserves.  Such term shall also include all other
funds deemed  available for  distribution  and designated as  "Partnership  Cash
Flow" by the General Partner.

                  Partnership Interest.  The interest of a Partner in the
Partnership as defined by the Act and this Agreement.

                  Partnership  Refinancing Proceeds.  The cash realized from the
refinancing of Partnership assets after retirement of any secured loans and less
(i) payment of all expenses  relating to the transaction and (ii)  establishment
of such  reasonable  reserves as the General  Partner  shall deem  necessary  or
prudent to set aside for future repairs,  improvements, or equipment replacement
or additions,  or to meet working capital requirements or foreseen or unforeseen
future liabilities or contingencies of the Partnership.

                  Partnership  Sales Proceeds.  The cash realized from the sale,
exchange,  casualty  or other  disposition  of all or a portion  of  Partnership
assets after the retirement of all secured loans and less (i) the payment of all
expenses  related to the transaction and (ii)  establishment  of such reasonable
reserves as the General Partner shall deem necessary or prudent to set aside for
future repairs, improvements, or

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equipment  replacement or additions,  or to meet working capital requirements or
foreseen or unforeseen future liabilities or contingencies of the Partnership.

                  Percentage  Interest.  The  interest  of each  Partner  in the
Partnership,  to be  determined  initially  in the case of a Limited  Partner by
reference to his or her Unit ownership based upon the Limited  Partners  holding
an aggregate 80% Percentage Interest in the Partnership,  with each initial Unit
sold representing an initial 1% interest. The General Partner initially will own
a 20% Percentage  Interest in the Partnership.  A Partner's  Percentage Interest
may be reduced by a future Dilution Offering. The Partners' Percentage Interests
in the Partnership as of the date hereof are as set forth in Schedule A attached
hereto. Any future  adjustments in the Partners'  Percentage  Interests,  due to
future  Dilution  Offerings  or  otherwise,  will be  reflected  by revisions to
Schedule A.

                  PKST.  Prime Kidney Stone Treatment, Inc., a New Jersey
corporation, and the sole General Partner of the Partnership.

                  Profit.  The net income of the Partnership (including Net
Gains from Capital  Transactions) for each Year of the Partnership as determined
for federal income tax purposes.

                  Pro  Rata  Basis.   In   connection   with  an  allocation  or
distribution,  an allocation  or  distribution  in proportion to the  respective
Percentage Interests of the class of Partners to which reference is made.

                  Sales Agency  Agreement.  The sales agency  agreement  through
which  MedTech  Investments,  Inc.,  an Affiliate  of the General  Partner and a
broker-dealer company registered with the Securities and Exchange commission and
a member of the National Association of Securities Dealers, Inc. shall offer and
sell  the  limited  partnership  interest  of the  Partnership  pursuant  to the
Memorandum.

                  Sales Commission.  The $250 sales commission paid to MedTech
Investments, Inc. for each Unit sold.

                  Service.  The Internal Revenue Service.

                  Trailer.  The new or reconditioned mobile Trailer upfitted to
house the lithotripter.

                  Truck.  The used tractor-trailer truck to be utilized for
hauling the Trailer.

                  Units.   The  80  equal  limited  partner   interests  in  the
Partnership offered pursuant to the Memorandum for a price per Unit of $2,500 in
cash, plus a personal guaranty of 1% of the Partnership's  obligations under the
Loan (up to a $10,560 principal guaranty obligation).

                  Year.  An annual accounting period ending on December 31 of
each year during the term of the Partnership.


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                  7.       CAPITAL CONTRIBUTIONS AND DILUTION OFFERINGS.

                  7.1  General  Partner  Contribution.  On or before the date of
this  Agreement,  the  General  Partner  will  contribute  to the capital of the
Partnership  cash in an amount  equal to 20% (up to  $50,000)  of the total cash
contributed to the  Partnership by the Partners in the offering made pursuant to
the Memorandum.

                  7.2 Limited Partner Contribution.  Each Limited Partner hereby
agrees to contribute and shall  contribute to the capital of the  Partnership on
the date of his admission to the  Partnership the cash amount set forth opposite
his name on Schedule A attached hereto.

                  7.3      No Interest.  Except as otherwise provided herein, no
interest shall be paid on any contribution to the capital of the Partnership.

                  7.4 Dilution  Offerings.  If the General Partner,  in its sole
discretion,  determines that it is in the best interest of the Partnership,  the
General Partner may, from time to time, issue, offer and sell additional limited
partnership  interests  in the  Partnership  (a  "Dilution  Offering")  to local
urologists who are not already Limited  Partners  ("Qualified  Investors").  The
primary  purpose  of any  Dilution  Offering  would be (i) to  raise  additional
capital for any  legitimate  Partnership  purpose as set forth in Article 4, and
(ii) to assure  the  highest  quality  of patient  care by  admitting  Qualified
Investors to the  Partnership  who would be dedicated and motivated as owners to
follow  the  Partnership's  treatment  protocol,  and  comply  with its  quality
assurance  and outcome  analysis  programs.  Any limited  partnership  interests
offered by the  Partnership  in a Dilution  Offering shall be sold in the manner
and  according to the terms  prescribed  in the sole  discretion  of the General
Partner;  provided,  however,  that any additional limited partnership interests
offered  in a  Dilution  Offering  will be sold for a price  no  lower  than the
highest  price for which  proportionate  limited  partnership  interests  in the
Partnership have been previously sold by the Partnership. Any sale of additional
limited partnership  interests will result in the proportionate  dilution of the
Partnership  Percentage Interests of the existing Partners.  Notwithstanding the
above,  in the event of a Dilution  Offering,  the  General  Partner  and/or its
Affiliates  may elect,  in their sole  discretion,  to prevent  dilution  of the
Percentage  Interests of the General  Partner  and/or its  Affiliates  by either
contributing a proportionate  amount of additional capital to the Partnership or
purchasing  additional limited  partnership  interests in any Dilution Offering.
Limited Partners will have no right to purchase  additional limited  partnership
interests in any Dilution Offering. Any investor acquiring a limited partnership
interest  in a Dilution  Offering  shall  agree to be bound by the terms of this
Agreement,  and shall be  automatically  admitted  as a Limited  Partner  of the
Partnership. Any adjustment in the Partners' Percentage Interests resulting from
a Dilution Offering shall be set forth on Schedule A attached hereto.

                  8.       GUARANTIES.

                  Each Partner agrees to execute and deliver to the  Partnership
on the date of his or her admission to the  Partnership a Guaranty  agreement in
the amount set forth opposite his or her name on Schedule A attached hereto.


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                  9.       CONDITIONS TO THE CAPITAL CONTRIBUTIONS OF THE
                           LIMITED PARTNERS.

                  The  obligations of the Limited  Partners to make cash Capital
Contributions  hereunder are subject to the condition that the  representations,
warranties, agreements and covenants of the General Partner set forth in Article
10 of this  Agreement  are and shall be true and  correct  or have been and will
have been  complied  with in all  material  respects  on the date  such  Capital
Contributions  are  required  to be made,  except  to the  extent  that any such
representation or warranty expressly pertains to an earlier date.

                  10.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
                           GENERAL PARTNER.

                  10.1 The General Partner hereby represents and warrants to the
Limited Partners that:

                  (a)  The  Partnership  is  a  limited  partnership  formed  in
         accordance  with  and  validly  existing  under  the Act and the  other
         applicable laws of the State of Wisconsin;

                  (b) The interests in the  Partnership of the Limited  Partners
         will have been duly  authorized  or created and validly  issued and the
         Limited  Partners shall have no personal  liability to contribute money
         to the  Partnership  other than the amounts agreed to be contributed by
         them in the  manner  and on the  terms  set  forth  in this  Agreement,
         subject, however, to such limitations as may be imposed under the Act;

                  (c) No material  breach or default  adverse to the Partnership
         exists under the terms of any other  material  agreement  affecting the
         Partnership; and

                  (d) The General Partner is a New Jersey corporation formed and
         existing under the laws of the State of New Jersey.

                  10.2 The  General  Partner  hereby  covenants  to the  Limited
Partners that:

                  (a) It will at all times act in a fiduciary manner with
         respect to the Partnership and the Limited Partners;

                  (b) Except as  provided  in  Article  19, it will serve as the
         General Partner of the Partnership  until the Partnership is terminated
         without reconstitution; and

                  (c) It will cause the  Partnership  to carry  adequate  public
         liability,  property  damage and other insurance as is customary in the
         business to be engaged in by the Partnership.

                  11.      ADMISSION OF LIMITED PARTNERS.

                  The  General  Partner may permit the offer and sale of limited
partnership  interests on the terms and conditions provided in the Memorandum or
future Dilution Offering and may admit persons

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subscribing  for interests as Limited  Partners in the  Partnership on the terms
and conditions set forth in this Article 11.

                  (a) The General  Partner  shall have approved of the admission
         of said person in writing on such terms and  conditions  as the General
         Partner shall determine;

                  (b)  Said  person  shall  have  executed  such   documents  or
         instruments  as the General  Partner may deem necessary or desirable to
         effect his admission as a Limited Partner;

                  (c) Said  person  shall have  accepted  and adopted all of the
         terms and provisions of this Agreement, as then amended;

                  (d)  Said  person  (if a  corporation)  shall  deliver  to the
         General  Partner  a  certified  copy of a  resolution  of its  Board of
         Directors  authorizing  it to become a Limited  Partner under the terms
         and conditions of this Agreement; and

                  (e) Said person,  upon request by the General  Partner,  shall
         pay such reasonable  expenses as may be incurred in connection with its
         admission as a Limited Partner.

                  12.      CAPITAL ACCOUNTS.

                  A capital  account shall be  established  for each Partner and
shall at all  times be  determined  and  maintained  as  provided  by the  Final
Treasury  Regulations  under  Section  704(b)  of the  Code,  as the same may be
amended.  A Partner  shall not be entitled  to withdraw  any part of his capital
account or to receive any distribution from the Partnership,  except as provided
in Articles 14 and 25.

                  (a)      Each Partners' capital account shall be increased by:

                           (i) The amount of his Capital Contribution pursuant
                  to Article 7; and

                           (ii) The amount of Profits allocated to him pursuant
                  to Article 13; and

                           (iii) The Partner's pro rata share (determined in the
                  same  manner as such  Partner's  share of  Profits  and Losses
                  allocated pursuant to Article 13 hereof) of any income or gain
                  exempt from tax.

                  (b) Each Partner's capital account shall be decreased by:

                           (i) The amount of Losses allocated to him pursuant to
                  Article 13; and


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                           (ii) The amount of Partnership Cash Flow, Partnership
                  Sales   Proceeds   and   Partnership    Refinancing   Proceeds
                  distributed to him pursuant to Article 14; and

                           (iii)  The  Partner's  pro rata  share  of any  other
                  expenditures  of the  Partnership  which are not deductible in
                  computing  Partnership  Profits  or  Losses  and which are not
                  added to the tax basis of any Partnership property, including,
                  without   limitation,   expenditures   described   in  Section
                  705(a)(2)(B) of the Code. The Partner's pro rata share of such
                  expenditures  shall be  determined  in the same manner as such
                  Partner's  share of Profits and Losses  allocated  pursuant to
                  Article 13.

                  13.      ALLOCATIONS

                  (a)  Profits  and  Losses.  The  Profits  and  Losses  of  the
         Partnership  shall be allocated  among the Partners in accordance  with
         their  respective  Percentage  Interests.  In  allocating  Profits  and
         Losses,  Net Gains and  Losses  from  Capital  Transactions  (a part of
         Profits and Losses), if any, shall be allocated first.

                  (b)  Qualified  Income  Offset.  If any  Partner  unexpectedly
         receives  any  adjustment,  allocation  or  distribution  described  in
         Treasury Regulations Section 1.704- 1(b)(2)(ii)(d)(4) through (6) which
         causes or increases a deficit balance in such Partner's Capital Account
         (adjusted  for  this  purpose  in  the  manner   provided  in  Treasury
         Regulations Section 1.704-1(b)(2)(ii)(d)),  items of Partnership income
         and gain shall be specially allocated to each such Partner in an amount
         and manner  sufficient  to  eliminate,  to the extent  required  by the
         Regulations,  the deficit Capital Account of such Partner as quickly as
         possible,  provided that an  allocation  pursuant to this Article 13(b)
         shall be made if and only to the extent that such Partner  would have a
         deficit  Capital  Account after all other  allocations  provided for in
         this Article 13 have been  tentatively  made as if this  Article  13(b)
         were  not  in  the  Agreement.  This  provision  is  intended  to  be a
         "qualified income offset," as defined in Treasury  Regulations  Section
         1.704- 1(b)(2)(ii)(d),  such Regulation being specifically incorporated
         herein by reference.

                  (c) Sales Commission.  The Sales Commission shall be allocated
         to the  Units  which  are  not  held  by the  General  Partner  and its
         Affiliates  in  proportion to their  respective  capital  contributions
         represented  by such Units (i.e.,  $250 in Sales  Commissions  per each
         such Unit).  The purpose of this Article 13(c) is to allocate the Sales
         Commission to those Partners who actually bore the burden of paying the
         Sales Commission.

                  (d)  Allocations  Between  Transferor and  Transferee.  In the
         event of the transfer (other than the pledges of the General  Partner's
         interest  permitted  by Article 19 or  Permitted  Pledges  described in
         Article  17.2(b))  of all or  any  part  of a  Partner's  interest  (in
         accordance with the provisions of this Agreement) in the Partnership at
         any time other  than at the end of a Year,  or the  admission  of a new
         Partner (in accordance with the

                                       -9-


<PAGE>



         terms of this  Agreement),  the  transferring  Partner or new Partner's
         share of the Partnership's  income, gain, loss, deductions and credits,
         as computed  both for  accounting  purposes and for Federal  income tax
         purposes,  shall be allocated  between the  transferor  Partner and the
         transferee  Partner  (or  Partners),  or the new  Partner and the other
         Partners,  as the case may be, in the same  ratio as the number of days
         in such Year before and after the date of the  transfer  or  admission;
         provided,  however,  that if there has been a sale or other disposition
         of the assets of the  Partnership  (or any part  thereof)  during  such
         Year, then the General Partner may elect,  in its sole  discretion,  to
         treat  the  periods  before  and  after  the  date of the  transfer  or
         admission as separate Years and allocate the  Partnership's net income,
         gain, net loss, deductions and credits for each of such deemed separate
         Years. Notwithstanding the foregoing, the Partnership's "allocable cash
         basis items," as that term is used in Section 706(d)(2)(B) of the Code,
         shall be allocated as required by Section 706(d)(2) of the Code and the
         regulations thereunder.

                  (e) Tax  Withholding.  The Partnership  shall be authorized to
         pay, on behalf of any  Partner,  any amounts to any  federal,  state or
         local taxing  authority,  as may be necessary  for the  Partnership  to
         comply with tax withholding  provisions of the Code or the other income
         tax or  revenue  laws  of any  taxing  authority.  To  the  extent  the
         Partnership  pays any such  amounts  that it may be  required to pay on
         behalf  of  a  Partner,  such  amounts  shall  be  treated  as  a  cash
         Distribution  to such  Partner  and shall  reduce the amount  otherwise
         distributable to such Partner.

                  14.      DISTRIBUTIONS.

                  (a)  Distribution of Partnership  Cash Flow.  Partnership Cash
         Flow shall be distributed to the Partners  within 60 days after the end
         of each Year, or earlier in the discretion of the General  Partner,  in
         proportion  to their  respective  Percentage  Interests  at the time of
         distribution.

                  (b)  Distribution  of  Partnership  Refinancing  Proceeds  and
         Partnership  Sales  Proceeds.   Partnership  Refinancing  Proceeds  and
         Partnership  Sales Proceeds shall be distributed to the Partners within
         60 days of the Capital  Transaction  giving rise to such  proceeds,  or
         earlier in the  discretion  of the General  Partner,  in  proportion to
         their respective Percentage Interests at the time of distribution.

                  (c)  Distribution  in  Liquidation.  Upon  liquidation  of the
         Partnership,  all of the  Partnership's  property  shall  be  sold  and
         Profits and Losses allocated accordingly. Proceeds from the liquidation
         of the Partnership shall be distributed in accordance with Article 25.

                  15.      RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS.

                  15.1  Management.  The Limited Partners shall not take part in
the management of the business,  nor transact any business for the  Partnership,
nor  shall  they  have  power  to  sign  for or to  bind  the  Partnership.  The
Partnership may,  however,  contract with one or more Limited Partners to act as
the

                                      -10-


<PAGE>



local manager of the Mobile Lithotripsy  System. No Limited Partner may withdraw
from the Partnership except as expressly permitted herein.

                  15.2  Operation  of Mobile  Lithotripsy  System.  The  Limited
Partners  shall not  operate or utilize the Mobile  Lithotripsy  System or other
Partnership  equipment except pursuant to (i) an Agreement with the Partnership;
or (ii) any other arrangement specifically approved by the General Partner.

                  15.3 Outside Activities.  The Limited Partners agree that they
owe a fiduciary  duty to the  Partnership  and, as a  consequence,  each Limited
Partner (that is not an Affiliate of the General  Partner) shall not directly or
indirectly  own,  lease or  sublease a Mobile  Lithotripsy  System  (or  similar
equipment used for lithotripsy of renal stones) or any other therapeutic  device
acquired by the Partnership  while they are Limited  Partners in the Partnership
(collectively,  the "Outside  Activities").  Prohibited  indirect ownership of a
competing  device  shall  include the  ownership  of any  interest in a business
venture  (through  stock  ownership,   partnership  interest  ownership,  or  as
otherwise  determined in the sole discretion of the General  Partner)  involving
the  ownership,  purchase,  use,  lease,  sublease  or  operation  of  a  Mobile
Lithotripsy  System (or similar  equipment used for lithotripsy of renal stones)
or other competing  device or equipment,  unless the General Partner  determines
that  such  activity  by the  Limited  Partner  is not  detrimental  to the best
interest of the Partnership.  In the event a Limited Partner elects to engage in
an Outside  Activity in violation of this Article  15.3,  he or she must provide
written  notice of such intent to the General  Partner prior to engaging in such
activity,  and such election shall be deemed an election by the Limited  Partner
to withdraw  from the  Partnership  (the "Notice of  Withdrawal").  If a Limited
Partner  engages in an Outside  Activity  without  first  notifying  the General
Partner of his or her election to do so, the Limited  Partner shall be deemed to
have given a Notice of Withdrawal on the date the General  Partner first becomes
aware of the  Limited  Partner's  Outside  Activity.  Upon  receiving  a Limited
Partner's Notice of Withdrawal or equivalent  thereof,  the  Partnership's  sole
remedy shall be the purchase rights provided in Article 18.3.

                  15.4  Disclosure  of  Confidential  Information.  Each Limited
Partner acknowledges and agrees that his or her participation in the Partnership
under this Agreement necessarily involves his or her understanding of and access
to certain trade secrets and other  confidential  information  pertaining to the
business of the  Partnership.  Accordingly,  each Limited Partner agrees that at
all  times  during  his or her  participation  in the  Partnership  as a Limited
Partner and thereafter, he or she will not, directly or indirectly,  without the
express written authority of the Partnership, unless required by law or directed
by a applicable  legal authority having  jurisdiction  over the Limited Partner,
disclose  or use for the  benefit of any  person,  corporation  or other  entity
(other than the Partnership),  or himself or herself, (i) any trade,  technical,
operational, management or other secrets, any patient or customer lists or other
confidential  or secret data, or any other  proprietary,  confidential or secret
information of the Partnership or (ii) any confidential  information  concerning
any of the financial  arrangements,  financial positions,  hospital or physician
contracts,  third  party  payor  arrangements,  quality  assurance  and  outcome
analysis programs,  competitive status,  customer or supplier matters,  internal
organizational  matters,  technical  abilities,  or other business affairs of or
relating to the Partnership.  The Limited  Partners  acknowledge that all of the
foregoing constitutes proprietary  information,  which is the exclusive property
of the Partnership. In the event of breach of this Article 15.4 as determined by
the General Partner,  the Partnership  shall be entitled to any remedy at law or
equity with respect to such breach, including without limitation,  an injunction
or suit for damages.

                                      -11-


<PAGE>



                  16.      LIMITED LIABILITY.

                  No Limited Partner shall be required to make any  contribution
to the  capital of the  Partnership  except as set forth in Article 7, nor shall
any Limited  Partner in his or her capacity as such,  be bound by, or personally
liable for, any expense,  liability or obligation of the  Partnership  except to
the extent of his or her (i) interest in the  Partnership;  (ii)  Guaranties  of
Partnership  obligations;  and (iii) obligation to return  distributions made to
him or her under certain circumstances as required by the Act.

                  17.      TRANSFER OF INTERESTS AND ADMISSION OF PARTNERS.

                  17.1     Transferability.

                  (a) The  term  "transfer"  when  used in this  Agreement  with
         respect to a Partnership  Interest includes a sale,  assignment,  gift,
         pledge,  exchange,  or any other  disposition (but does not include the
         issuance of new Partnership Interests pursuant to a Dilution Offering);

                  (b) Except as otherwise  provided herein,  the General Partner
         shall not at any time  transfer or assign its interest or obligation as
         General Partner;

                  (c) The Partnership  Interest of any Limited Partner shall not
         be  transferred,  in whole or in part,  except in  accordance  with the
         conditions and limitations set forth in Articles 17.2 or 18;

                  (d) The  transferee of a Partnership  Interest by  assignment,
         operation of law or otherwise,  shall have only the rights,  powers and
         privileges  enumerated in Article 17.3 or otherwise provided by law and
         may not be admitted to the  Partnership as a Limited  Partner except as
         provided in Article 17.4 or as a General  Partner except as provided in
         Article 17.5;

                  (e) Notwithstanding any provision herein to the contrary,  the
         Partnership  Agreement  shall  in  no  way  restrict  the  issuance  or
         transfers of stock of the General Partner; and

                  (f) Notwithstanding any provision herein to the contrary,  the
         issuance of Partnership  Interests  pursuant to a Dilution Offering and
         the admission of new Limited Partners  pursuant to a Dilution  Offering
         shall be governed by the provisions of Section 7.4 of this Agreement.

                  17.2     Restrictions on Transfers by Limited Partners.

                  (a) All or part of a Partnership  Interest may be  transferred
         by a  Limited  Partner  only  with the prior  written  approval  of the
         General  Partner,  which  approval may be granted or denied in the sole
         discretion  of the  General  Partner.  In no  event  may a  Partnership
         Interest be  transferred  if such  transfer  would  result in a default
         under the  Guaranties,  unless  otherwise  agreed to in  writing by the
         General Partner.

                                      -12-


<PAGE>



                  (b) The General  Partner  shall not approve any  transfer of a
         Partnership  Interest,  except a pledge of any Partnership  Interest by
         the General Partner to any bank,  insurance  company or other financial
         institution to secure payment of indebtedness  (a "Permitted  Pledge"),
         or otherwise  unless the proposed  transferee  shall have furnished the
         General Partner with a sworn statement that:

                           (i) The proposed  transferee  proposes to acquire his
                  or her Partnership Interest as a principal, for investment and
                  not with a view to resale or distribution;

                           (ii) The proposed  transferee meets such requirements
                  regarding sophistication,  income and net worth as required by
                  applicable state and federal securities laws;

                           (iii) The proposed  transferee has met such net worth
                  and income  suitability  standards as have been established by
                  the General Partner;

                           (iv)  The   proposed   transferee   recognizes   that
                  investment in the Partnership  involves  certain risks and has
                  taken  full  cognizance  of and  understands  all of the  risk
                  factors related to the purchase of a Partnership Interest; and

                           (v)  The  proposed   transferee  has  met  all  other
                  requirements of the General Partner for the proposed transfer.

                  (c) Other than in the case of a Permitted  Pledge,  a transfer
         of a  Partnership  Interest  may be made  only  if,  prior  to the date
         thereof,  the Partnership  upon request receives an opinion of counsel,
         satisfactory in form and substance to the General Partner, that neither
         the offering nor the proposed transfer will require  registration under
         federal or applicable state securities laws or regulations.

                  17.3     Rights of Transferee.

                  Unless  admitted to the Partnership in accordance with Article
17.4, the  transferee of a Partnership  Interest or a part thereof or any right,
title or interest therein shall not be entitled to any of the rights, powers, or
privileges of his  predecessor in interest,  except that he shall be entitled to
receive and be credited or debited with his  proportionate  share of Partnership
income, gains, Profits, Losses, deductions, credits or Distributions.

                  17.4     Admission of Limited Partners.

                  Except as  otherwise  provided  in  Article  18,  the  General
Partner, or the transferee of all or part of the Partnership  Interest of either
a General Partner or a Limited Partner,  may be admitted to the Partnership as a
Limited Partner upon furnishing to the General Partner all of the following:


                                      -13-


<PAGE>



                  (a) The  written  approval of a Majority in Interest of all of
         the Limited  Partners  (except the assignor  Partner),  or the assignor
         Partner  alone,  which  approval  may be  granted or denied in the sole
         discretion of such Partners or Partner (as the case may be);

                  (b)  The  written  approval  of  the  General  Partner,  which
         approval may be granted or denied in the sole discretion of the General
         Partner;

                  (c) Acceptance, in a form satisfactory to the General Partner,
         of all the  terms  and  conditions  of  this  Agreement  and any  other
         documents  required in connection with the operation of the Partnership
         pursuant to the terms of this Agreement;

                  (d)  A  properly  executed  power  of  attorney  substantially
         identical to that contained in Article 38;

                  (e) Such other  documents or instruments as may be required in
         order to effect his or her admission as a Limited Partner; and

                  (f) Payment of such reasonable  expenses as may be incurred in
         connection with his or her admission as a Limited Partner.

                  17.5     Admission of General Partners.

                  A Limited  Partner,  or the  transferee  of all or part of the
Partnership  Interest of the General Partner, may be admitted to the Partnership
as a  general  partner  upon  furnishing  to  the  General  Partner  all  of the
following:

                  (a) The  written  consent of both the  General  Partner  and a
         Majority  in Interest of the  Limited  Partners,  which  consent may be
         granted or denied in the sole discretion of the Partners;

                  (b) Such financial statements,  guarantees or other assurances
         as the General  Partner  may require  with regard to the ability of the
         proposed  general  partner to fulfill the  financial  obligations  of a
         general partner hereunder;

                  (c) Acceptance,  in form  satisfactory to the General Partner,
         of all the  terms  and  provisions  of  this  Agreement  and any  other
         documents  required in connection with the operation of the Partnership
         pursuant to the terms of this Agreement;

                  (d) A certified copy of a resolution of its Board of Directors
         (if it is a  corporation)  authorizing  it to become a general  partner
         under the terms and conditions of this Agreement;

                  (e) A power of attorney substantially identical to that
         contained in Article 38;


                                      -14-


<PAGE>



                  (f) Such other  documents or instruments as may be required in
         order to effect its admission as a general partner; and

                  (g) Payment of such reasonable  expenses as may be incurred in
         connection with its admission as a general partner.

                  Notwithstanding  the above,  a transferee  that controls or is
controlled by the General Partner or one or more of its Affiliates that receives
all or part of the  Partnership  Interest of the General Partner may be admitted
to the  Partnership as a general  partner upon complying with all the provisions
of this Article 17.5 except for subparagraph  17.5(a). As long as the transferee
either  controls or is controlled  by the General  Partner or one or more of its
Affiliates,  no  Limited  Partner  consents  will  be  required  to  admit  such
transferee as a General Partner to the Partnership.

                  17.6     Amendment of Certificate of Limited Partnership and
Qualification.

                  The  General  Partner  shall  take  all  steps  necessary  and
appropriate to prepare and record any  amendments to the  Certificate of Limited
Partnership, as may be necessary or appropriate from time to time to comply with
the requirements of the Act, including,  without limitation,  upon the admission
to the Partnership of any general partner  pursuant to the provisions of Article
17.5, and may for this purpose  exercise the power of attorney  delivered to the
General Partner pursuant to Article 17.5 or 38. In addition, the General Partner
shall take all steps necessary and appropriate to prepare and record any and all
documents  necessary to qualify the Partnership to do business in  jurisdictions
where the Partnership is doing business,  and may for this purpose  exercise the
power of attorney  delivered to the General  Partner  pursuant to Articles 17.4,
17.5 or 38.

                  17.7     Fundamental Changes.

                  In the  event  a plan  is  approved  by  the  General  Partner
providing for the merger or consolidation of the Partnership with another person
or entity, or the sale of all or substantially all of the Partnership Interests,
including  without  limitation the exchange of Partnership  Interests for equity
interests  in  another  person or entity or for cash or other  consideration  or
combination  thereof,  then and in such  event,  the Limited  Partners  shall be
obligated to take or refrain  from  taking,  as the case may be, such actions as
the  plan  may  provide,   including,   without   limitations,   executing  such
instruments,  and  providing  such  information  as the  General  Partner  shall
reasonably  request.  Any plan described in this Article 17.7 may also effect an
amendment to the  Partnership  Agreement  or the  adoption of a new  partnership
agreement in connection with the merger of the  Partnership  with another person
or entity. The plan may also provide that the General Partner and its Affiliates
shall receive fees for services rendered in connection with the operation of the
Partnership  or  any  successor   entity   following  the  consummation  of  the
transactions described in the plan, and neither the Partnership nor the Partners
shall  have  any  right  by  virtue  of this  Agreement  in the  income  derived
therefrom.  Any  securities  or other  consideration  to be  distributed  to the
Partners  pursuant to the plan shall be  distributed  in the manner set forth in
Article 25(c) as though the Partnership were being liquidated.  For this purpose
only,  the fair market  value of the  securities  or other  consideration  to be
received  pursuant  to the plan shall be treated as  "Profits"  and the  capital
accounts of the Partners  shall be  increased in the manner  provided in Article
12(a)(ii).  No Partner shall be entitled to any  appraisal or similar  rights in
connection with a plan contemplated by this Article 17.7.

                                      -15-


<PAGE>



                  17.8     Withdrawal of Initial Limited Partner.

                  Upon the date the first  Limited  Partner is  admitted  to the
Partnership in accordance with Article 11 of this Agreement, the Initial Limited
Partner  shall  withdraw  from  the  Partnership,   and  thereupon  his  Capital
Contribution shall be returned and his Partnership Interest shall be reallocated
to the Limited Partners.

                  18.      OPTIONAL PURCHASE OF LIMITED PARTNERSHIP INTERESTS ON
                           CERTAIN EVENTS.

                  18.1     Death.

                  Upon the  death of a Limited  Partner,  the  deceased  Limited
Partner's  executor,  administrator,  or other legal or personal  representative
shall give  written  notice of that fact to the  General  Partner.  The  General
Partner shall have the option to purchase at the Closing (as defined  below) the
Partnership   Interest  of  the  deceased   Limited  Partner  (whose   executor,
administrator  or other  legal or  personal  representative  shall  then  become
obligated  to sell such  Partnership  Interest) at the price  determined  in the
manner  provided  in  Article  18.6  of  this  Agreement  and on the  terms  and
conditions provided in Article 18.7 of this Agreement. The General Partner shall
have a period of thirty (30) days  following  the date of notice of the death of
the Limited Partner (the "Option  Period") within which to notify in writing the
deceased Limited  Partner's  executor,  administrator or other legal or personal
representative,  whether the General Partner wishes to purchase all or a portion
of the  Partnership  Interest of the deceased  Limited  Partner.  If the General
Partner  does not elect to  purchase  the  entire  Partnership  Interest  of the
deceased  Limited  Partner before the expiration of the Option Period and in the
manner provided  herein,  the portion of the Partnership  Interest not purchased
shall be held by the deceased  Limited  Partner's  executor,  administrator,  or
other legal representative pursuant to the terms of this Agreement.  The General
Partner, in its sole discretion,  may elect to assign its rights to purchase the
Partnership  Interest of a deceased  Limited  Partner under this Article 18.1 to
the Partnership and, in such case, the Partnership shall have the same rights as
provided for the General Partner under this Article 18.1.

                  18.2     Bankruptcy, Insolvency or Assignment for Benefit of
                           Creditors of a Limited Partner.

                   In the event  that an  involuntary  or  voluntary  proceeding
under the  Federal  Bankruptcy  Code,  as  amended,  is filed for or against any
Limited  Partner,  or if any Limited  Partner shall make an  assignment  for the
benefit of his creditors,  or if any Limited Partner has a receiver or custodian
appointed  for his assets,  or any Limited  Partner  generally  fails to pay his
debts when due, the insolvent  Limited  Partner  shall give written  notice (the
"Notice of Insolvency")  to the General Partner of the  commencement of any such
proceeding or the  occurrence of such event within five days of the first notice
to him of such  commencement  or occurrence of such event.  The General  Partner
shall  have the  option to  purchase  at the  Closing  (as  defined  below)  the
Partnership  Interest of the insolvent  Limited Partner (which insolvent Limited
Partner  or  his  trustee,  custodian,  receiver  or  other  personal  or  legal
representative,  as the case may be,  shall then become  obligated  to sell such
Partnership  Interest) at the price determined in the manner provided in Article
18.6 of this Agreement and on the terms and conditions  provided in Article 18.7
of this Agreement. The General Partner shall have a period of thirty

                                      -16-


<PAGE>



(30) days following the date of the Notice of Insolvency  (the "Option  Period")
within which to notify in writing the insolvent  Limited Partner or his trustee,
custodian,  receiver,  or other  legal or personal  representative,  whether the
General Partner wishes to purchase all or a portion of the Partnership  Interest
of the  insolvent  Limited  Partner.  If the General  Partner  does not elect to
purchase the entire Partnership Interest of the insolvent Limited Partner before
the  expiration  of the Option  Period and in the manner  provided  herein,  the
portion of the Partnership Interest not purchased shall be held by the insolvent
Partner,   his  trustee,   custodian,   receiver  or  other  legal  or  personal
representative pursuant to the terms of this Agreement.  The General Partner, in
its sole discretion,  may elect to assign its rights to purchase the Partnership
Interest  of an  insolvent  Limited  Partner  under  this  Article  18.2  to the
Partnership  and, in such case,  the  Partnership  shall have the same rights as
provided for the General Partner under this Article 18.2.

                  18.3     Breach of Article 15.3.

                  In the event the  General  Partner  (the  "Defaulting  Limited
Partner")  either receives a Notice of Withdrawal as provided in Article 15.3 or
receives notice of breach of Article 15.3, the General Partner may elect, in its
sole  discretion,  to treat such event as a default  under  this  Agreement  and
enforce the  provisions of this Article 18.3. If the General  Partner  elects to
enforce the  provisions  of this Article  18.3,  the General  Partner shall give
written  notice of such  election  (the "Notice of  Default") to the  Defaulting
Limited  Partner within 180 days of the date the General  Partner first received
the Notice of Withdrawal or notice of the defaulting  event. The General Partner
shall  have the  option to  purchase  at the  Closing  (as  defined  below)  the
Partnership Interest of the Defaulting Limited Partner (which Defaulting Limited
Partner shall then become  obligated to sell such  Partnership  Interest) at the
price determined in the manner provided in Article 18.6 of this Agreement and on
the terms and conditions provided in Article 18.7 of this Agreement. The General
Partner shall have a period of thirty (30) days  following the date of the close
of the date of the Notice of Default (the "First Option Period") within which to
notify in writing the Defaulting  Limited  Partner,  whether the General Partner
wishes  to  purchase  all  or a  portion  of  the  Partnership  Interest  of the
Defaulting  Limited  Partner.  If the General Partner does not elect to purchase
the entire  Partnership  Interest of the Defaulting  Limited  Partner before the
expiration of the Option Period and in the manner provided  herein,  the portion
of the  Partnership  Interest  not  purchased  shall  be held by the  Defaulting
Limited Partner pursuant to the terms of this Agreement. The General Partner, in
its sole discretion,  may elect to assign its rights to purchase the Partnership
Interest  of a  Defaulting  Limited  Partner  under  this  Article  18.3  to the
Partnership  and, in such case,  the  Partnership  shall have the same rights as
provided for the General Partner under this Article 18.3.

                  18.4     Domestic Proceeding.

                  In the  event  that a spouse of a  Limited  Partner  commences
against  a  Limited  Partner,  or a  Limited  Partner  is named  in, a  Domestic
Proceeding,  the Limited  Partner  shall give  written  notice  (the  "Notice of
Domestic  Proceeding")  to the General  Partner of the  commencement of any such
proceeding within five days of the first notice to him of such commencement. The
General  Partner  shall have the option to  purchase  at the Closing (as defined
below) the Partnership  Interest of the Limited Partner involved in the Domestic
Proceeding  (which  Limited  Partner  shall then become  obligated  to sell such
Partnership Interest), at the price determined in the manner provided in Article
18.6 of this Agreement and on the terms and conditions  provided in Article 18.7
of this Agreement. The General Partner shall

                                      -17-


<PAGE>



have a period of thirty (30) days  following  the date of the Notice of Domestic
Proceeding  (the "Option  Period") within which to notify in writing the Limited
Partner involved in the Domestic Proceeding,  whether the General Partner wishes
to  purchase  all or a  portion  of the  Partnership  Interest  of such  Limited
Partner.  If the  General  Partner  does not elect to purchase  the  Partnership
Interest of the Limited Partner involved in the Domestic  Proceeding  before the
expiration of the Option Period and in the manner provided  herein,  the portion
of the Partnership  Interest not purchased shall be held by such Limited Partner
pursuant  to the  terms of this  Agreement.  The  General  Partner,  in its sole
discretion,  may elect to assign its rights to purchase the Partnership Interest
of the Limited Partner  involved in the Domestic  Proceeding  under this Article
18.4 to the Partnership  and, in such case, the Partnership  shall have the same
rights as provided for the General Partner under this Article 18.4.

                  18.5     Divestiture Option.

                  If  state  or  federal  regulations  or laws  are  enacted  or
applied,  or if any other legal developments occur, which, in the opinion of the
General Partner adversely affect (or potentially adversely affect) the operation
of the Partnership (e.g., the enactment or application of prohibitory  physician
self-referral  legislation against the Partnership or its Partners), the General
Partner shall promptly either, in its discretion, (i) take the steps outlined in
this Article 18.5 to divest the Limited Partners of their Partnership Interests,
or (ii) dissolve the Partnership as provided in Article 24.1(d).  If the General
Partner  chooses  option  (i), it shall  deliver a written  notice to all of the
Limited  Partners  (the  "Notice of  Election")  and purchase  such  Partnership
Interests  for  its  own  account.  The  purchase  price  to be  paid  for  each
Partnership  Interest  shall be  determined in the manner as provided in Article
18.6 and shall be on the terms and  conditions as provided in Article 18.7.  The
transfer of the Partnership  Interests and the payment of the purchase price (as
provided  in  Article  18.6)  shall be made at such  time as  determined  by the
General  Partner to be in the best interests of the  Partnership and its Limited
Partners.  Each  Limited  Partner  hereby  makes,  constitutes  and appoints the
General  Partner,  with  full  power  of  substitution,   his  true  and  lawful
attorney-in-fact,  to take such actions and execute such documents on his behalf
to effect the transfer of his  Partnership  Interest as provided in this Article
18.5.

                  18.6     Purchase Price.

                  The purchase price to be paid for the Partnership  Interest of
any Limited Partner whose interest is being purchased pursuant to the provisions
of Articles 18.1,  18.2,  18.3,  18.4 or 18.5 (the "Retiring  Limited  Partner")
shall  be an  amount  equal  to the  Retiring  Limited  Partner's  share  of the
Partnership's  book value, if any, (prorated in the event that only a portion of
his Partnership Interest is being purchased) as reflected by the Capital Account
of the Retiring Limited Partner  (unadjusted for any appreciation in Partnership
assets and as reduced by depreciation  deductions claimed by the Partnership for
tax purposes).  The  determination  of the Retiring  Limited  Partner's  Capital
Account  on  the  Valuation  Date  (as  defined  below)  shall  be  made  by the
Partnership's  internal accountant (the "Partnership  Accountant") upon a review
of the Partnership books of account, and a formal audit is expressly waived. The
statement of the  Partnership  Accountant with respect to the Capital Account of
the  Retiring  Limited  Partner  on the  Valuation  Date  shall be  binding  and
conclusive upon the Partnership,  the purchaser and the Retiring Limited Partner
and his  representative.  The Valuation  Date shall be the last day of the month
immediately  preceding  the  month in which  occurs:  (i) the death of a Limited
Partner,  in the case of a purchase by reason of death;  (ii) the  bankruptcy or
insolvency  of a Limited  Partner,  in the case of a purchase  by reason of such
bankruptcy or insolvency; (iii) the Notice of Default as provided in

                                      -18-


<PAGE>



Article 18.3 in the case of a purchase by reason thereof;  (iv) the commencement
of the Domestic Proceeding,  in the case of a purchase by reason thereof; or (v)
the Notice of Election as provided in Article 18.5, in the case of a purchase by
reason  thereof.  Any Limited  Partner whose  Partnership  Interest is purchased
pursuant to the  provisions of Article 18.1,  18.2,  18.3,  18. or 18.5 shall be
entitled  only to the purchase  price which shall be paid at the Closing in cash
(or  by  certified  or  cashier's  check)  and  shall  not  be  entitled  to any
Partnership  distributions  made after the  Valuation  Date.  Any  distributions
inadvertently made to a Retiring Limited Partner after the Valuation Date may be
applied in  reduction  of the  purchase  price as  determined  pursuant  to this
Article  18.6.  The  transfer of a  Partnership  Interest of a Retiring  Limited
Partner  shall be  deemed  to occur as of the  Valuation  Date and the  Retiring
Limited  Partner shall have no voting or other rights as a Limited Partner after
such date. The purchaser shall be entitled to any distributions  attributable to
the  transferred  interest  after the Valuation Date and shall have the right to
deduct the amount of any such distributions made to the Retiring Limited Partner
from the purchase price.

                  18.7     Closing.

                  18.7.1  Closing  of  Purchase  and Sale.  The  Closing  of any
         purchase and sale of a Partnership  Interest  pursuant to Article 18.1,
         18.2,  18.3,  18.4 or 18.5 of this  Agreement  shall  take place at the
         principal office of the Partnership,  or such other place designated by
         the General Partner, on the date determined as follows (the "Closing"):

                  (a) In the case of a purchase and sale  occurring by reason of
         the death of a Limited  Partner as  provided  in  Article  18.1 of this
         Agreement,  the Closing  shall be held on the thirtieth day (or if such
         thirtieth  day is not a business  day, the next  business day following
         the thirtieth day) next following the last to occur of:

                           (i)      Qualification of the executor or personal
                  administrator of the deceased Limited Partner's estate;

                           (ii) The date on which any necessary determination of
                  the purchase price of the Partnership Interest to be purchased
                  has been made; or

                           (iii) The date that  coincides  with the close of the
                  Option Period.

                  (b) In the case of a purchase and sale  occurring by reason of
         the  occurrence of one of the events  described in Article 18.2,  18.3,
         18.4 or  18.5  of this  Agreement,  the  Closing  shall  be held on the
         thirtieth day (or if such thirtieth day is not a business day, the next
         business day following the thirtieth  day) next  following the later to
         occur of:

                           (i) The date on which any necessary determination of
                  the purchase price of the Partnership Interest to be purchased
                  has been made; or


                                      -19-


<PAGE>



                           (ii) The date  that  coincides  with the close of the
                  Option Period.

         At the Closing,  although not  necessary  to effect the  transfer,  the
         Retiring Limited Partner shall  concurrently with tender and receipt of
         the applicable  purchase price,  deliver to the purchaser duly executed
         instruments of transfer and  assignment,  assigning good and marketable
         title to the  portion or  portions of the  Retiring  Limited  Partner's
         entire  Partnership  Interest thus  purchased,  free and clear from any
         liens  or  encumbrances  or  rights  of  others  therein.  The  parties
         acknowledge  that occurrence of any of the triggering  events described
         in Article 18.1,  18.2,  18.3, 18.4 or 18.5 and compliance with all the
         Articles  of this  Agreement,  except  the  execution  of the  transfer
         documents  by the  Retiring  Partner as provided  above in this Article
         18.7.1,  are sufficient to effect the complete transfer of the Retiring
         Limited  Partner's  interest and the Retiring  Limited Partner shall be
         deemed to  consent  to  admission  of the  transferee  as a  substitute
         Limited Partner.  Notwithstanding  the date of the Closing or whether a
         Closing is successfully held, the transfer of a Partnership Interest of
         a Retiring Limited Partner shall be deemed to occur as of the Valuation
         Date as defined in Article  18.6.  The  deemed  transfer  is  effective
         regardless of whether the Retiring  Limited Partner performs the duties
         set forth in this Article 18.7.1.

                  18.7.2  Terms and  Conditions  of  Purchase.  The  Partnership
         Interest of a Limited  Partner shall not be  transferred to any Partner
         unless the  requirements  of Articles 17.2 and 17.4 (b) through (f) are
         satisfied  with  respect to it. The  purchaser  shall be liable for all
         obligations  and  liabilities   connected  with  that  portion  of  the
         Partnership  Interest  transferred  to it  unless  otherwise  agreed in
         writing.

                  19.      SALE,  ASSIGNMENT  OR OTHER  TRANSFER  OF THE GENERAL
                           PARTNER'S INTEREST.

                  19.1  The   General   Partner   may  not   mortgage,   pledge,
hypothecate,  transfer,  sell, assign or otherwise dispose of all or any part of
its interest in the  Partnership,  whether  voluntarily,  by operation of law or
otherwise (the foregoing  actions being  hereafter  collectively  referred to as
"Transfers" or singularly as a "Transfer") except as permitted by this Article.

                  19.2 If the  General  Partner  makes a Transfer  (other than a
mortgage,  pledge or  hypothecation)  of its  general  partner  interest  in the
Partnership pursuant to this Article, it shall be liable for all obligations and
liabilities  incurred  by it as the  General  Partner of the  Partnership  on or
before  the  effective  date of such  Transfer,  but shall not be liable for any
obligations or liabilities of the  Partnership  arising after the effective date
of the Transfer.

                  19.3     No Transfer by the General Partner shall be permitted
 unless:

                  (a) Counsel for the Partnership shall have rendered an opinion
         that none of the actions  taken in  connection  with such Transfer will
         cause the Partnership to be classified  other than as a partnership for
         Federal income tax purpose or will cause the termination or dissolution
         of the Partnership under state law; and

                                      -20-


<PAGE>



                  (b) Such  documents  or  instruments,  in form  and  substance
         satisfactory to counsel for the  Partnership,  shall have been executed
         and  delivered  as may be  required  in the  opinion of counsel for the
         Partnership to effect fully any such Transfer.

                  Notwithstanding the foregoing provisions of this Article 19.3,
the General  Partner may pledge its  interest  in the  Partnership  to any bank,
insurance   company  or  other  financial   institution  to  secure  payment  of
indebtedness.

                  20.      TERMINATION OF THE SERVICES OF THE GENERAL PARTNER.

                  If the General Partner shall be finally adjudged by a court of
competent  jurisdiction to be liable to the Limited  Partners or the Partnership
for any act of gross negligence or willful  misconduct in the performance of its
duties under the terms of this Agreement, the General Partner may be removed and
another  substituted  with the  consent  of all of the  Limited  Partners.  Such
consent  shall be evidenced  by a  certificate  of removal  signed by all of the
Limited Partners. In the event of removal, the new general partner shall succeed
to all of the powers, privileges and obligations of the General Partner, and the
General  Partner's  interest in the  Partnership  shall become that of a Limited
Partner,  and the General Partner shall maintain its same Percentage Interest in
the Partnership  notwithstanding  anything contained in the Act to the contrary.
In addition,  in the event of removal,  the new general  partner  shall take all
steps  necessary  and  appropriate  to prepare  and record an  amendment  to the
Certificate of Limited Partnership to reflect the removal of the General Partner
and the admission of such new general partner.

                  21.      MANAGEMENT AND OPERATION OF BUSINESS.

                  21.1 All  decisions  with  respect  to the  management  of the
business and affairs of the Partnership shall be made by the General Partner.

                  21.2 The General  Partner shall be under no duty to devote all
of its time to the business of the Partnership,  but shall devote only such time
as it deems  necessary  to conduct the  Partnership  business and to operate and
manage the Partnership in an efficient manner.

                  21.3 The  General  Partner may charge to the  Partnership  all
ordinary and necessary costs and expenses, direct and indirect,  attributable to
the activities,  conduct and management of the business of the Partnership.  The
costs and expenses to be borne by the  Partnership  shall  include,  but are not
limited to, all  expenditures  incurred in acquiring and financing the Equipment
or other Partnership property, legal and accounting fees and expenses,  salaries
of employees of the Partnership,  consulting and quality  assurance fees paid to
independent contractors, insurance premiums and interest.

                  21.4 In addition to, and not in limitation  of, any rights and
powers  covenanted by law or other  provisions of this agreement,  and except as
limited,  restricted or prohibited by the express  provisions of this Agreement,
the General Partner shall have and may exercise on behalf of the Partnership all
powers and rights necessary,  proper,  convenient or advisable to effectuate and
carry out the purposes, business and objectives of the Partnership.  Such powers
shall include, without limitation, the following:

                  (a)      To acquire a Mobile Lithotripsy System;

                                      -21-


<PAGE>



                  (b) To  acquire on behalf of the  Partnership  (i) one or more
         fixed-base or Mobile Lithotripsy Systems, (ii) any other assets related
         to the provision of lithotripsy  services, or (iii) any other assets or
         equipment  consistent  with the purposes of the Partnership as provided
         in Article 4 (collectively, the "Additional Assets"), at such times and
         at such price and upon such terms,  as the General  Partner deems to be
         in the best interest of the Partnership;

                  (c) To purchase,  hold, manage,  lease, license and dispose of
         Partnership assets (including the Mobile Lithotripsy System), including
         the purchase,  exchange,  trade or sale of the Partnership's  assets at
         such price, or amount, for cash,  securities or other property and upon
         such terms,  as the General Partner deems to be in the best interest of
         the  Partnership;  provided,  that  should  the  Partnership  assets be
         exchanged or traded for securities or other property (the  "Replacement
         Property")  the General  Partner shall have the same powers with regard
         to the Replacement Property as it does towards the traded property;

                  (d) To  exercise  the  option of the  General  Partner  or the
         Partnership  to  purchase  a  Limited  Partner's  Partnership  Interest
         pursuant to Article 18;

                  (e) To determine the travel  itinerary and site  locations for
         the Mobile Lithotripsy System or other Partnership technology;

                  (f) To borrow money for any Partnership purpose (including the
         acquisition  of the  Additional  Assets)  and,  if security is required
         therefor, to subject to any security device any portion of the property
         for the  Partnership,  to obtain  replacements  of any  other  security
         device, to prepay, in whole or in part,  refinance,  increase,  modify,
         consolidate or extend any encumbrance or other security device;

                  (g) To deposit,  withdraw,  invest, pay, retain (including the
         establishment  of reserves in order to acquire the  Additional  Assets)
         and distribute the  Partnership's  funds in any manner  consistent with
         the provisions of this Agreement;

                  (h)      To institute and defend actions at law or in equity;

                  (i) To enter into and carry out contracts and  agreements  and
         any or all documents and  instruments  and to do any and all such other
         things as may be in furtherance of Partnership purposes or necessary or
         appropriate to the conduct of the Partnership activities;

                  (j)  To   execute,   acknowledge   and  deliver  any  and  all
         instruments  which may be deemed  necessary or convenient to effect the
         foregoing; and

                  (k) To engage or retain one or more persons to perform acts or
         provide  materials  as  may be  required  by  the  Partnership,  at the
         Partnership's  expense,  and to compensate  such person or persons at a
         rate to be set by the General  Partner,  provided that the compensation
         is at the then prevailing rate for the type of services and materials

                                      -22-


<PAGE>



         provided,  or both.  Any person,  whether a Partner,  an Affiliate of a
         Partner or otherwise, including without limitation the General Partner,
         may be employed or engaged by the  Partnership  to render  services and
         provide materials,  including, but not limited to, management services,
         professional   services,   accounting   services,   quality  assessment
         services, legal services,  marketing services,  maintenance services or
         provide materials; and if such person is a Partner or an Affiliate of a
         Partner,  he shall be entitled to, and shall be paid  compensation  for
         said services or materials,  anything in this Agreement to the contrary
         notwithstanding, provided that the compensation to be received for such
         services  or  materials  is  competitive  in price and terms  with then
         prevailing rate for the type of services and/or materials provided. The
         Partnership,  pursuant  to the terms of a  Management  Agreement,  will
         contract with the General Partner,  with respect to the supervision and
         coordination  of the  management and  administration  of the day-to-day
         operations of the Mobile  Lithotripsy System for a monthly fee equal to
         the  greater of 7.5% of  Partnership  Cash Flow per month or $8,000 per
         month. All costs incurred by the General  Partner,  excluding the costs
         of employing one or more local physicians to act as a Medical Director,
         shall be paid by the  Partnership  directly.  The  Partnership may also
         contract  with  qualified   physicians   desiring  to  use  the  Mobile
         Lithotripsy System for the treatment of patients. Owning an interest in
         the  Partnership   shall  not  be  a  condition  to  using  the  Mobile
         Lithotripsy  System.  The General Partner and its Affiliates may engage
         in or possess an interest in other business  ventures of any nature and
         description  independently or with others,  including,  but not limited
         to, the  operation of a mobile  lithotripsy  unit similar to the Mobile
         Lithotripsy System, whether or not such business ventures are in direct
         or  indirect   competition  with  the  Partnership,   and  neither  the
         Partnership  nor the  Partners  shall  have any right by virtue of this
         Agreement  in and to said  independent  ventures  or to the  income  or
         profits derived  therefrom.  Notwithstanding  the above, if the General
         Partner,  in its sole  discretion,  elects to cause the  Partnership to
         provide  services in the State of  Illinois,  the  General  Partner may
         determine,  in its sole  discretion,  the terms and conditions that the
         Partnership   will  contract  with  PKST  regarding  the  provision  of
         lithotripsy  services to hospitals  already  contracting with PKST, and
         shall determine the fee or other remuneration payable to or retained by
         PKST.

                  21.5  In  addition  to  other  acts  expressly  prohibited  or
restricted  by this  Agreement  or by law,  the  General  Partner  shall have no
authority to act on behalf of the Partnership in:

                  (a) Doing any act in contravention of this Agreement or the
         Partnership's Certificate of Limited Partnership;

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

                  (c)   Confessing  a  judgment   against  the   Partnership  in
         connection with any threatened or pending legal action;


                                      -23-


<PAGE>



                  (d) Possessing or in any manner dealing with the Partnership's
         property  or   assigning   the  rights  of  the   Partnership   in  the
         Partnership's property for other than Partnership purposes;

                  (e)  Admitting  a person  as a  Limited  Partner  or a General
         Partner except as provided in this Agreement; or

                  (f)  Performing  any act (other  than an act  required by this
         Agreement  or any act  taken  in good  faith  reliance  upon  counsel's
         opinion)  which  would,  at the time  such act  occurred,  subject  any
         Limited Partner to liability as a general partner in any jurisdiction.

                  22.      RESERVES.

                  The  General  Partner  may cause the  Partnership  to create a
reserve account to be used exclusively for repairs and acquisition of Additional
Assets and for any other valid Partnership  purpose.  The General Partner shall,
in its sole discretion, determine the amount of payments to such reserve.

                  23.      INDEMNIFICATION AND EXCULPATION OF THE GENERAL
                           PARTNER.

                  23.1 The General  Partner is accountable to the Partnership as
a fiduciary and consequently  must exercise good faith and integrity in handling
Partnership  affairs.  The  General  Partner  and its  Affiliates  shall have no
liability to the  Partnership  which arises out of any action or inaction of the
General Partner or its Affiliates if the General  Partner or its Affiliates,  in
good faith,  determined  that such course of conduct was in the best interest of
the Partnership and such course of conduct did not constitute  gross  negligence
or willful  misconduct  of the General  Partner or its  Affiliates.  The General
Partner and its Affiliates  shall be indemnified by the Partnership  against any
losses, judgments,  liabilities,  expenses and amounts paid in settlement of any
claims sustained by them in connection with the  Partnership,  provided that the
same were not the result of gross  negligence or willful  misconduct on the part
of the General Partner or its Affiliates.

                  23.2 The General Partner shall not be liable for the return of
the Capital Contributions of the Limited Partners, and upon dissolution, Limited
Partners shall look solely to the assets of the Partnership.

                  24.      DISSOLUTION OF THE PARTNERSHIP.

                  24.1 The Partnership shall be dissolved and terminated and its
business wound up upon the occurrence of any one of the following events:

                  (a)      The expiration of its term on May 31, 2047;

                  (b) The  filing  by, on  behalf  of, or  against  the  General
         Partner of any  petition or  pleading,  voluntary  or  involuntary,  to
         declare the General  Partner  bankrupt under any bankruptcy law or act,
         or the commencement in any court of any proceeding, voluntary

                                      -24-


<PAGE>



         or involuntary,  to declare the General Partner  insolvent or unable to
         pay its debts, or the appointment by any court or supervisory authority
         of a receiver,  trustee or other  custodian of the property,  assets or
         business of the General  Partner or the  assignment by it of all or any
         part of its  property or assets for the benefit of  creditors,  if said
         action,  proceeding  or  appointment  is  not  dismissed,   vacated  or
         otherwise terminated within ninety (90) days of its commencement;

                  (c)      The determination of the General Partner that the
         Partnership should be dissolved;

                  (d) The  approval of a plan by the General  Partner  providing
         for the  merger,  consolidation  or sale of  Partnership  Interests  as
         described in Article 17.7;

                  (e) The  election  of the  General  Partner  to  dissolve  the
         Partnership  following the occurrence of an event  described in Article
         18.5;

                  (f)  The  sale,  exchange  or  other  disposition  of  all  or
         substantially  all of the property of the  Partnership  without  making
         provision for the replacement thereof; and

                  (g)   The   dissolution,   retirement,   resignation,   death,
         disability  or legal  incapacity  of a general  partner,  and any other
         event  resulting in the  dissolution or termination of the  Partnership
         under the laws of the State of Wisconsin.

                  24.2  Notwithstanding  the  provisions  of Article  24.1,  the
Partnership   shall  not  be  dissolved  and  terminated  upon  the  retirement,
resignation,  bankruptcy,  assignment for the benefit of creditors, dissolution,
death,  disability or legal  incapacity of a general  partner,  and its business
shall continue  pursuant to the terms and conditions of this  Agreement,  if any
general partner or general partners remain  following such event;  provided that
such  remaining  general  partner or general  partners  are hereby  obligated to
continue the business of the  Partnership.  If no general  partner remains after
the  occurrence of such event,  the business of the  Partnership  shall continue
pursuant to the terms and conditions of this  Agreement,  if, within ninety (90)
days after the  occurrence of such event,  a Majority in Interest of the Limited
Partners agree in writing to continue the business of the  Partnership,  and, if
necessary,  to  the  appointment  of one  or  more  persons  or  entities  to be
substituted as the general  partner.  In the event the Limited Partners agree to
continue the  business of the  Partnership,  the new general  partner or general
partners shall succeed to all of the powers,  privileges and  obligations of the
General Partner,  and the General  Partner's  interest in the Partnership  shall
become a  Limited  Partner's  interest  hereunder.  Furthermore,  in the event a
remaining general partner or the Limited Partners,  as the case may be, agree to
continue the  business of the  Partnership  as provided  herein,  the  remaining
general partner or the newly appointed general partner or general  partners,  as
the case may be, shall take all steps  necessary and  appropriate to prepare and
record an amendment to the  Certificate  of Limited  Partnership  to reflect the
continuation  of the  business of the  Partnership  and the  admission  of a new
general partner or general partners, if any.


                                      -25-


<PAGE>



                  25.      DISTRIBUTION UPON DISSOLUTION.

                  Upon the dissolution and termination of the  Partnership,  the
General Partner or, if there is none, a representative  of the Limited Partners,
shall  cause  the  cancellation  of the  Partnership's  Certificate  of  Limited
Partnership,  shall liquidate the assets of the Partnership, and shall apply and
distribute the proceeds of such liquidation in the following order of priority:

                  (a)      First, to the payment of the debts and liabilities of
         the Partnership, and the expenses of liquidation;

                  (b) Second,  to the creation of any reserves which the General
         Partner  (or the  representatives  of the  Limited  Partners)  may deem
         reasonably  necessary  for the payment of any  contingent or unforeseen
         liabilities or obligations of the Partnership or of the General Partner
         arising out of or in connection  with the business and operation of the
         Partnership; and

                  (c) Third,  the balance,  if any,  shall be distributed to the
         Partners in accordance  with the  Partners'  positive  Capital  Account
         balances  after such  capital  accounts  are  adjusted  as  provided by
         Article 13, and any other  adjustments  required by the Final  Treasury
         Regulations  under Section 704(b) of the Code. Any general partner with
         a negative  Capital Account  following the  distribution of liquidation
         proceeds or the  liquidation  of its interest  must  contribute  to the
         Partnership  an amount  equal to such  negative  Capital  Account on or
         before the end of the Partnership's  taxable year (or, if later, within
         ninety days after the date of liquidation).  Any capital so contributed
         shall  be (i)  distributed  to those  Partners  with  positive  Capital
         Accounts until such Capital  Accounts are reduced to zero,  and/or (ii)
         used to discharge recourse liabilities.

                  26.      BOOKS OF ACCOUNT, RECORDS AND REPORTS.

                  26.1 Proper and complete records and books of account shall be
kept by the General  Partner in which shall be entered fully and  accurately all
transactions  and such other matters relating to the  Partnership's  business as
are usually  entered  into  records and books of account  maintained  by persons
engaged  in  businesses  of a like  character.  The  books  and  records  of the
Partnership  shall be prepared  according to the accounting method determined by
the General Partner.  The Partnership's  fiscal year shall be the calendar year.
The books and  records  shall at all times be  maintained  at the  Partnership's
Records Office and shall be open to the reasonable inspection and examination of
the Partners or their duly authorized representatives during reasonable business
hours.

                  26.2 Within  ninety (90) days after the end of each Year,  the
General  Partner shall send to each person who was a Limited Partner at any time
during such year such tax information,  including,  without limitation,  Federal
tax Schedule K-1, as shall be reasonably  necessary for the  preparation by such
person of his Federal  income tax return.  The  General  Partner  will also make
available to the Limited Partners any other information required by the Act.

                  26.3 The General  Partner shall maintain at the  Partnership's
Records  Office  copies of the  Partnership's  original  Certificate  of Limited
Partnership and any certificate of amendment, restated

                                      -26-


<PAGE>



certificate or certificate of  cancellation  with respect thereto and such other
documents  as the Act shall  require.  The General  Partner  will furnish to any
Limited Partner upon request a copy of the Partnership's original Certificate of
Limited Partnership and any certificate of amendment,  restated certificate,  or
certificate of cancellation, if any.

                  26.4 The General Partner shall, in its sole  discretion,  make
for the  Partnership  any and all  elections  for  federal,  state and local tax
purposes including, without limitation, any election, if permitted by applicable
law, to adjust the basis of the Partnership's property pursuant to Code Sections
754,  734(b) and  743(b),  or  comparable  provisions  of state or local law, in
connection  with  transfers  of  interests in the  Partnership  and  Partnership
Distributions.

                  26.5 The  General  Partner is  designated  as the Tax  Matters
Partner  (as  defined  in  Section  6231 of the Code) and to act in any  similar
capacity  under  state or local law,  and is  authorized  (at the  Partnership's
expense):   (i)  to  represent  the   Partnership  and  Partners  before  taxing
authorities  or courts of competent  jurisdiction  in tax matters  affecting the
Partnership  or  Partners  in their  capacity  as  Partners;  (ii) to extend the
statute of limitations for assessment of tax deficiencies  against Partners with
respect to adjustments to the Partnership's federal, state or local tax returns;
(iii) to execute any agreements or other documents relating to or affecting such
tax matters, including agreements or other documents that bind the Partners with
respect to such tax matters or  otherwise  affect the rights of the  Partnership
and Partners; and (iv) to expend Partnership funds for professional services and
costs  associated  therewith.  The General partner is authorized and required to
notify the federal,  state or local tax  authorities of the appointment of a Tax
Matters  Partner  in  the  manner  provided  in  Treasury   Regulations  Section
301.6231(a)(7)-IT, as modified from time to time. In its capacity as Tax Matters
Partner,  the General  Partner shall oversee the  Partnership tax affairs in the
manner which, in its best judgment, are in the interests of the Partners.

                  27.      NOTICES.

                  All notices under this Agreement shall be in writing and shall
be deemed to have been given when delivered  personally,  or mailed by certified
or registered mail, postage prepaid,  return receipt  requested.  Notices to the
General  Partner  shall be  delivered  at, or mailed to, its  principal  office.
Notices to the  Partnership  shall be delivered  at, or mailed to, its principal
office with a copy to each of its business offices.  Notice to a Limited Partner
shall be  delivered  to such  Limited  Partner,  or mailed  to the last  address
furnished  by him for such  purposes to the General  Partner.  Limited  Partners
shall give  notice of a change of address to the  General  Partner in the manner
provided in this Article.

                  28.      AMENDMENTS.

                  Subject to the  provisions  of Article 29, this  Agreement  is
subject to  amendment  only by  written  consent of the  General  Partner  and a
Majority in Interest of the Limited Partners;  provided, however, the consent of
the Limited Partners shall not be required if such amendments are ministerial in
nature and do not contravene the provisions of Article 29.

                  29.      LIMITATIONS ON AMENDMENTS.

                  Notwithstanding  the provisions of Article 28, no amendment to
this Agreement shall:

                                      -27-


<PAGE>



                  (a)  Enlarge  the   obligations  of  any  Partner  under  this
         Agreement  or convert the  interest in the  Partnership  of any Limited
         Partner  into the  interest of a general  partner or modify the limited
         liability of any Limited Partner, without the consent of such Partner;

                  (b) Amend the  provisions  of Article 13, 14, 16 or 25 without
         the  approval of the General  Partner and a Majority in Interest of the
         Limited Partners;  provided,  however,  that the General Partner may at
         any time  amend  such  Articles  without  the  consent  of the  Limited
         Partners in order to permit the Partnership allocations to be sustained
         for Federal  income tax  purposes,  but only if such  amendments do not
         materially  affect  adversely the rights and obligations of the Limited
         Partners, in which case such amendments may only be made as provided in
         this Article 29(b); or

                  (c) Amend this Article 29 without the consent of all Partners.

                  30       MEETINGS, CONSENTS AND VOTING.

                  30.1 A meeting of the  Partnership to consider any matter with
respect to which the  Partners  may vote as set forth in this  Agreement  may be
called  by the  General  Partner  or by  Limited  Partners  who hold  more  than
twenty-five  percent (25%) of the aggregate interests in the Partnership held by
all the Limited Partners.  Upon receipt of a notice requesting a meeting by such
Partner or Partners and stating the purpose of the meeting,  the General Partner
shall, within ten (10) days thereafter, give notice to the Partners of a meeting
of the  Partnership  to be held at a time and place  convenient  to the  Limited
Partners  on a date not  earlier  than  fifteen  (15) days after  receipt by the
General  Partner of the notice  requesting a meeting.  The notice of the meeting
shall set forth the time, date, location and purpose of the meeting.

                  30.2 Any consent of a Partner  required by this  Agreement may
be given as follows:

                  (a) By a written  consent given by the consenting  Partner and
         received by the General  Partner at or prior to the doing of the act or
         thing for which the consent is solicited, or

                  (b) By the affirmative  vote by the consenting  Partner to the
         doing of the act or thing for which the  consent  is  solicited  at any
         meeting  called  pursuant to this Article to consider the doing of such
         act or thing.

                  30.3 When exercising voting rights expressly granted under the
Articles of this  Agreement,  each Partner shall have that number of votes as is
equal to the  Percentage  Interest  of such  Partner  at the  time of the  vote,
multiplied by 100.

                  31.      SUBMISSIONS TO THE LIMITED PARTNERS.

                  The General Partner shall give the Limited  Partners notice of
any proposal or other matter  required by any provision of this  Agreement or by
law to be submitted for consideration and approval

                                      -28-


<PAGE>



of the Limited Partners.  Such notice shall include any information  required by
the relevant provision or by law.

                  32.      ADDITIONAL DOCUMENTS.

                  Each  party  hereto  agrees to  execute  and  acknowledge  all
documents and writings which the General Partner may deem necessary or expedient
in the creation of this Partnership and the achievement of its purpose.

                  33.      SURVIVAL OF RIGHTS.

                  Except as herein  otherwise  provided  to the  contrary,  this
Agreement  shall be binding upon and inure to the benefit of the parties hereto,
their successor and assigns.

                  34.      INTERPRETATION AND GOVERNING LAW.

                  When the  context  in which  words are used in this  Agreement
indicates  that such is the intent,  words in the singular  number shall include
the plural and vise versa; in addition,  the masculine  gender shall include the
feminine and neuter  counterparts.  The Article headings or titles and the table
of  contents  shall not define,  limit,  extend or  interpret  the scope of this
Agreement  or any  particular  Article.  This  Agreement  shall be governed  and
construed in accordance  with the laws of the State of Wisconsin  without giving
effect to the conflicts of laws provisions thereof.

                  35.      SEVERABILITY.

                  If any provision,  sentence,  phrase or word of this Agreement
or the application  thereof to any person or circumstance shall be held invalid,
the remainder of this Agreement, or the application of such provision, sentence,
phrase, or word to persons or circumstances,  other than those as to which it is
held invalid, shall not be affected thereby.

                  36.      AGREEMENT IN COUNTERPARTS.

                  This Agreement may be executed in several  counterparts,  each
of which shall be deemed an original,  but all of which shall constitute one and
the same  instrument.  In  addition,  this  Agreement  may contain more than one
counterpart  of the  signature  page and this  Agreement  may be executed by the
affixing of the  signatures  of each of the Partners to one of such  counterpart
signature  pages;  all of such signature  pages shall be read as though one, and
they  shall have the same  force and  effect as though  all of the  signers  had
signed a single signature page.

                  37.      THIRD PARTIES.

                  The agreements, covenants and representations contained herein
are for the benefit of the parties  hereto  inter se and are not for the benefit
of any  third  parties  including,  without  limitation,  any  creditors  of the
Partnership.


                                      -29-


<PAGE>



                  38.      POWER OF ATTORNEY.

                  Each Limited  Partner hereby makes,  constitutes  and appoints
Michael Madler and Philip Gallina,  severally,  with full power of substitution,
his true and lawful attorneys-in-fact,  for him and in his name, place and stead
and for his use and  benefit  to sign  and  acknowledge,  file and  record,  any
amendments  hereto among the Partners for the further  purpose of executing  and
filing on behalf of each Limited  Partner,  any and all  certificates of limited
partnership or other  documents  necessary to constitute  the  Partnership or to
effect the  continuation  of the  Partnership,  the admission or withdrawal of a
general partner or a limited partner,  the qualification of the Partnership in a
foreign  jurisdiction  (or  amendment to such  qualification),  the admission of
substitute   Limited   Partners  or  the   dissolution  or  termination  of  the
Partnership, provided such continuation,  admission, withdrawal,  qualification,
or  dissolution  and  termination  are in  accordance  with  the  terms  of this
Agreement.

                  The foregoing power of attorney is a special power of attorney
coupled with an interest,  is  irrevocable  and shall survive the death or legal
incapacity  of each  Limited  Partner.  It may be  exercised  by any one of said
attorneys by listing all of the Limited  Partners  executing any instrument over
the  signature  of the  attorney-in-fact  acting  for all of them.  The power of
attorney shall survive the delivery of an assignment by a Limited Partner of the
whole or any portion of his Unit.  In those cases in which the  assignee  of, or
the  successor  to, a Limited  Partner  owning a Unit has been  approved  by the
Partners for admission to the Partnership as a substitute  Limited Partner,  the
power of attorney  shall  survive for the sole  purpose of enabling  the General
Partner to execute, acknowledge and file any instrument necessary to effect such
substitution.

                  This power of attorney shall not be affected by the subsequent
incapacity or mental incompetence of any Limited Partner.

                  39.      ARBITRATION.

                  Any  dispute  arising  out  of  or  in  connection  with  this
Agreement  or the breach  thereof  shall be decided by  arbitration  in Raleigh,
North  Carolina in accordance  with the then  effective  commercial  arbitration
rules of the  American  Arbitration  Association,  and  judgment  thereof may be
entered in any court having jurisdiction thereof.

                  40.      CREDITORS.

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



            [The remainder of this page is intentionally left blank]

                                      -30-


<PAGE>



                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
of Limited Partnership as of the day and year first above written.

                                            GENERAL PARTNER:

                                            PRIME KIDNEY STONE TREATMENT, INC.,
                                            a New Jersey corporation


                                    By:      /s/ Philip J. Gallina
                                             ------------------------------
                                             Philip J. Gallina, Vice President

ATTEST:
/s/ Louis Mestier
__________________                                            [CORPORATE SEAL]
Secretary

[CORPORATE SEAL]
                            INITIAL LIMITED PARTNER:

                                        /s/ Dan A. Myers
                                       ---------------------------------------
                                            Dan A. Myers, M.D.


STATE OF TEXAS                              )
                                            )
COUNTY OF TRAVIS                            )

                  On this  21st  day of  October,  1997,  before  me, the
undersigned Notary Public in and for the County of Travis in the State of Texas,
personally  came Michael  Madler,  who, being by me duly sworn,  said that he is
President of Prime Kidney Stone  Treatment,  Inc.,  the sole general  partner of
Great  Lakes  Lithotripsy  Limited  Partnership,  that the seal  affixed  to the
foregoing  instrument in writing is the corporate seal of the  corporation,  and
that said  writing  was  signed,  sworn to,  and sealed by him in behalf of said
corporation by its authority duly given.  And the said Michael  Madler,  further
certified  that the facts set forth in said  writing are true and  correct,  and
acknowledged said instrument to be the act and deed of said corporation.

                  WITNESS my hand and notarial seal.

                                    /s/ Lou Ann Barnes
                                    ------------------------------------------

                                    Notary Public
My commission expires:
May 26, 2001
---------------------------


                                      -31-


<PAGE>



STATE OF NORTH CAROLINA                     )
                                            )
COUNTY OF CUMBERLAND                        )


                  I, Lou Ann Barnes, a notary public, do hereby
certify that Dan A. Myers, M.D.  personally appeared before me this 21st day of
October, 1997 and acknowledged and swore to the due execution of the foregoing
Limited Partnership Agreement in his capacity as the initial limited partner.



                                    /s/ Lou Ann Barnes
                                    ------------------------------------------

                                    Notary Public

My commission expires:
May 26, 2001
---------------------------


                                      -32-


<PAGE>



                           COUNTERPART SIGNATURE PAGE


                  By signing this  Counterpart  Signature  Page, the undersigned
acknowledges  his or  her  acceptance  of  that  certain  Agreement  of  Limited
Partnership  of Great  Lakes  Lithotripsy  Limited  Partnership,  and his or her
intention to be legally bound thereby.

                  Dated this _________ day of ___________________, 1997.



                                    -------------------------------------------

                                    Signature



                                    -------------------------------------------

                                    Printed Name




STATE OF _______________                    )
                                            )
COUNTY OF _____________                     )


                  BEFORE ME, the undersigned  Notary Public in and for the State
and County set forth  above,  on the  _______ day of  __________________,  1997,
personally  appeared  ___________________,  and,  being by me first duly  sworn,
stated that (s)he  signed this  Counterpart  Signature  Page for the purpose set
forth above and that the statements contained therein are true.




                                    -------------------------------------------

                                    Signature of Notary Public



                                    -------------------------------------------

                                    Printed Name of Notary

My Commission Expires:

---------------------------

[SEAL]

                                      -33-


<PAGE>




                                   SCHEDULE A

                        Schedule of Partnership Interests

                   GREAT LAKES LITHOTRIPSY LIMITED PARTNERSHIP

             CONTRIBUTIONS OF CAPITAL TO THE PARTNERSHIP, GUARANTIES
                            AND PERCENTAGE INTERESTS

                                            Cash                      Percentage
General Partner                           Contribution  Guaranty(1)    Interest

Prime Kidney Stone Treatment, Inc.          $50,000      $211,200          20%
1301 Capital of Texas Highway
Suite C-300
Austin, Texas 78746

Limited Partners
Omar Atassi                                  10,000       42,240            4%
Mark Beard                                   10,000       42,240            4%
James Cauley                                 10,000       42,240            4%
Mark Chelsky                                 10,000       42,240            4%
Frank Chybowski                              10,000       42,240            4%
Daniel Degroot                                2,500       10,560            1%
Doug DeWire                                   5,000       21,120            2%
William Dougherty                             2,500       10,560            1%
Thomas Ferber                                10,000       42,240            4%
Dirk Fisher                                  10,000       42,240            4%
John Fuller                                  10,000       42,240            4%
John Herman                                  10,000       42,240            4%
Christopher Kearn                            10,000       42,240            4%
Timothy Kennedy                              10,000       42,240            4%
Scott Kolbeck                                10,000       42,240            4%
Myron Marlett                                10,000       42,240            4%
Neil Mittleberg                              10,000       42,240            4%
Bruce Neal                                    5,000       21,120            2%
William Roberts                               5,000       21,120            2%
Peter Slocum                                 10,000       42,240            4%
Arthur Sonneland                             10,000       42,240            4%
Richard Windsor                              10,000       42,240            4%
Robert Vlach                                 10,000       42,240            4%
                                             -----        ------          ---


         TOTAL:                            $250,000     $1,056,000        100%
                                            ======       =======        =====

(1)      Represents the principal portion of each Partner's guaranty obligation,
         as each  Partner's  obligation  under the  Guaranty  includes  not only
         principal,  but also (as provided in the  Guaranty)  accrued and unpaid
         interest,  late payment penalties and all costs incurred by the Bank in
         collecting any defaulted obligations.  The principal amount of the loan
         is up to $1,056,000. The General Partner will guarantee 20% of the Loan
         (up to a $211,200  principal  guaranty) as provided in the  Memorandum.
         The Limited  Partners  will  guarantee  1% of the loan (up to a $10,560
         principal  guaranty)  for  each  unit  purchased  as  provided  in  the
         Memorandum.



<PAGE>