AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                       PACIFIC MEDICAL LIMITED PARTNERSHIP

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                                    AGREEMENT
                             OF LIMITED PARTNERSHIP
                                       OF
                       PACIFIC MEDICAL LIMITED PARTNERSHIP

                                TABLE OF CONTENTS

         Article Heading                                           Page

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

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

         3.       OFFICES............................................2

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

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

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

         7.       CAPITAL CONTRIBUTIONS..............................6

         8.       GUARANTIES.........................................7

         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......................8

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

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

         14.      DISTRIBUTIONS.....................................12

         15.      RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS........13

         16.      LIMITED LIABILITY.................................13

         17.      TRANSFER OF INTERESTS AND ADMISSION OF PARTNERS...13

         18.      OPTIONAL PURCHASE OF LIMITED PARTNERSHIP INTERESTS
                  ON CERTAIN EVENTS.................................17

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         19.      SALE, ASSIGNMENT OR OTHER TRANSFER OF THE GENERAL
                  PARTNER'S INTEREST................................22

         20.      TERMINATION OF THE SERVICES OF THE
                  GENERAL PARTNER...................................22

         21.      MANAGEMENT AND OPERATION OF BUSINESS..............23

         22.      RESERVES..........................................25

         23.      INDEMNIFICATION AND EXCULPATION OF THE GENERAL
                  PARTNER...........................................25

         24.      DISSOLUTION OF THE PARTNERSHIP....................26

         25.      DISTRIBUTION UPON DISSOLUTION.....................27

         26.      BOOKS OF ACCOUNT, RECORDS AND REPORTS.............28

         27.      NOTICES...........................................29

         28.      AMENDMENTS........................................29

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

         30.      MEETINGS, CONSENTS AND VOTING.....................29

         31.      SUBMISSIONS TO THE LIMITED PARTNERS...............30

         32.      ADDITIONAL DOCUMENTS..............................30

         33.      SURVIVAL OF RIGHTS................................30

         34.      INTERPRETATION AND GOVERNING LAW..................30

         35.      SEVERABILITY......................................31

         36.      AGREEMENT IN COUNTERPARTS.........................31

         37.      THIRD PARTIES.....................................31

         38.      POWER OF ATTORNEY.................................31

         39.      ARBITRATION.......................................32

         40.      CREDITORS.........................................32


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           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  HAWAII  UNIFORM
SECURITIES ACT (MODIFIED),  AS AMENDED, THE ARKANSAS SECURITIES ACT, AS AMENDED,
THE FLORIDA  SECURITIES AND INVESTOR  PROTECTION ACT, AS AMENDED,  THE LOUISIANA
SECURITIES  LAW, AS AMENDED,  THE TEXAS  SECURITIES ACT OF 1957, AS AMENDED,  OR
SIMILAR LAWS OR ACTS OF OTHER  STATES IN RELIANCE  UPON  EXEMPTIONS  UNDER THOSE
ACTS  (THE  "STATE  LAWS").  THE  SALE  OR  OTHER  DISPOSITION  OF  THE  LIMITED
PARTNERSHIP  INTERESTS  IS  RESTRICTED  AS  STATED  IN THE  LIMITED  PARTNERSHIP
AGREEMENT,  AND IN ANY  EVENT  IS  PROHIBITED  UNLESS  THE  LIMITED  PARTNERSHIP
RECEIVES AN OPINION OF COUNSEL  SATISFACTORY TO THE LIMITED  PARTNERSHIP AND ITS
COUNSEL THAT SUCH SALE OR OTHER  DISPOSITION  CAN BE MADE  WITHOUT  REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE APPLICABLE  STATE LAWS. BY
ACQUIRING  THE  LIMITED  PARTNERSHIP   INTERESTS  REPRESENTED  BY  THIS  LIMITED
PARTNERSHIP AGREEMENT, THE LIMITED PARTNERS REPRESENT THAT THEY WILL NOT SELL OR
OTHERWISE  DISPOSE OF THEIR RESPECTIVE  LIMITED  PARTNERSHIP  INTERESTS  WITHOUT
REGISTRATION  OR OTHER  COMPLIANCE  WITH THE  AFORESAID  ACTS AND THE  RULES AND
REGULATIONS ISSUED THEREUNDER.


                                    AGREEMENT
                             OF LIMITED PARTNERSHIP
                               OF PACIFIC MEDICAL
                               LIMITED PARTNERSHIP


                  THIS  AGREEMENT OF LIMITED  PARTNERSHIP  is made as of January
23, 1995, by and among LITHOTRIPTERS,  INC., a North Carolina  corporation,  and
the persons listed on Schedule A attached hereto as the Limited Partners.

                  1.       FORMATION.

                  The  Partnership  was  formed  filing  in  the  Office  of the
Secretary  of State of Hawaii on  December  14,  1995 a  Certificate  of Limited
Partnership in accordance with the provisions of the Act.

                  2.       NAME.

                  2.1  The name of the Partnership is "Pacific Medical 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.


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                  3.       OFFICES.

                  3.1 The principal  office of the Partnership  shall be at 2008
Litho Place,  Fayetteville,  North Carolina 28304, 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.

                  4.       PURPOSE.

                  The  purpose  and  business  of the  Partnership  shall  be to
operate a LithostarTM extracorporeal shock-wave lithotripter (or any other renal
stone  treatment  equipment)  for  lithotripsy  of renal  stones  primarily in a
designated  service  area  consisting  of the island of Oahu,  Hawaii or in such
other  location(s)  within or outside  such  state as the  General  Partner  may
determine,  in  its  sole  discretion,  to be  in  the  best  interests  of  the
Partnership and to engage in any and all activities incidental or related to the
foregoing,  including  biliary  lithotripsy  if the same is ever approved by the
FDA, upon and subject to the terms and conditions of this Agreement.

                  5.       TERM.

                  The Partnership  shall terminate on December 31, 2040,  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  Hawaii  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 12 of this Agreement.


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                  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.

                  Coach. The new or reconditioned  self-propelled mobile vehicle
or tractor-trailer upfitted to house the LithostarTM. The Coach will be acquired
by the  Partnership  with the proceeds of the Loan,  together  with the proceeds
from the sale of the Units in the event the tractor-trailer model is purchased.

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

                  Equipment.  The  initial  equipment  to  be  acquired  by  the
Partnership  for the operation of the  LithostarTM  Mobile  System.  The initial
equipment to be used in the  operation  of the  LithostarTM  Mobile  System will
include the  LithostarTM,  the Coach and  miscellaneous  medical  equipment  and
supplies.

                  FDA.  The Food and Drug Administration.

                  General Partner.  The General Partner of the Partnership,
LITHOTRIPTERS, INC., a North Carolina corporation controlled by William R.
Jordan, M.D.

                  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 is included in the  Subscription
Packet accompanying the Memorandum.

                  Initial  Limited  Partner.  Dr.  William R.  Jordan,  a
resident of North Carolina and the majority  shareholder of the General Partner.
The Initial Limited Partner is to be the only limited partner of the Partnership
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 substitute
Limited Partner in accordance with the provisions of this Agreement.

                  LithostarTM.   The  new  or  reconditioned  LithostarTM  model
extracorporeal shock wave lithotripter manufactured by Siemens to be acquired by
the Partnership with the proceeds of the Loan.

                  LithostarTM Mobile System.  The Coach with the installed and
operational LithostarTM.

                  Loan. The loan up to $1,652,014 from the Bank to the
Partnership.  A portion of the Loan proceeds will be used by the  Partnership to
(i) acquire the LithostarTM  (up to $945,000),  (ii) acquire and upfit the Coach
(up to $390,590),  (iii) pay the Hawaii use tax on the Coach and the LithostarTM
(up to $53,424) and (iv) ship the Coach and the  Lithostar(TM)  to Hawaii (up to
$12,500). The
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remainder  of the Loan  proceeds  will be used as initial  start-up  and working
capital  (up to  $250,000).  The  maximum  amount of the Loan  proceeds  will be
reduced if the Partnership  purchases a reconditioned Coach at a lower cost. The
Loan  will be  secured  by the  LithostarTM  Mobile  System,  the  Partnership's
accounts  receivable and other Partnership assets, the guaranties of the General
Partner (and its shareholders), and the Limited Partner Guaranties.

                  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 January 8, 1996, as amended or as supplemented.

                  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.

                  Nonrecourse  Deductions.  A deduction as set forth in Treasury
Regulations Section  1.704-2(b)(1).  The amount of Nonrecourse  Deductions for a
given Year equals the excess, if any, of the net increase, if any, in the amount
of  Partnership  Minimum Gain during such Year over the aggregate  amount of any
Distributions  during such Year of proceeds of a Nonrecourse  Liability that are
allocable to an increase in Partnership  Minimum Gain,  determined  according to
the provisions of Treasury Regulations Section 1.704-2(h).

                  Nonrecourse  Liability.  Any Partnership liability (or portion
thereof)  for which no Partner  bears the  "economic  risk of loss,"  within the
meaning of Treasury Regulations Section 1.704- 2(i).

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

                  Partner Minimum Gain. An amount,  with respect to each Partner
Nonrecourse  Debt,  equal to the  Partnership  Minimum Gain that would result if
such  Partner  Nonrecourse  Debt  were  treated  as  a  Nonrecourse   Liability,
determined in accordance with Treasury Regulations Section 1.704- 2(i).


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                  Partner  Nonrecourse  Debt.  Any  nonrecourse  debt  (for  the
purposes of Treasury  Regulations Section 1.1001-2) of the Partnership for which
any Partner  bears the  "economic  risk of loss," within the meaning of Treasury
Regulations Section 1.752-2.

                  Partner  Nonrecourse  Deductions.  Deductions  as described in
Treasury  Regulations Section  1.704-2(i)(2).  The amount of Partner Nonrecourse
Deductions  with respect to a Partner  Nonrecourse  Debt for any Year equals the
excess,  if any, of the net increase,  if any, in the amount of Partner  Minimum
Gain  attributable  to such Partner  Nonrecourse  Debt during such Year over the
aggregate amount of any Distributions during that Year to the Partner that bears
the economic risk of loss for such Partner  Nonrecourse  Debt to the extent such
Distributions  are from the  proceeds of such Partner  Nonrecourse  Debt and are
allocable to an increase in Partner  Minimum Gain  attributable  to such Partner
Nonrecourse  Debt,  determined in accordance with Treasury  Regulations  Section
1.704- 2(i).

                  Partnership.  Pacific Medical Limited Partnership, a Hawaii
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 Minimum Gain.  Gain as defined in Treasury
Regulations Section 1.704-2(d).

                  Partner  Nonrecourse  Deduction.  Deductions  as  described in
Treasury  Regulations Section  1.704-2(i)(2).  The amount of Partner Nonrecourse
Deductions  with respect to a Partner  Nonrecourse  Debt for any Year equals the
excess,  if any, of the net increase,  if any, in the amount of Partner  Minimum
Gain  attributable  to such Partner  Nonrecourse  Debt during such Year over the
aggregate amount of any Distributions during that Year to the Partner that bears
the economic risk of loss for such Partner  Nonrecourse  Debt to the extent such
Distributions  are from the  proceeds of such Partner  Nonrecourse  Debt and are
allocable to an increase in Partner  Minimum Gain  attributable  to such Partner
Nonrecourse  Debt,  determined in accordance with Treasury  Regulations  Section
1.704- 2(i).


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                  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 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 in the case of a Limited  Partner by reference to
his Unit  ownership  based upon the Limited  Partners  holding an aggregate  80%
Percentage  Interest in the  Partnership,  with each Unit sold  representing  an
initial 1% interest.  The General Partner will own a 20% Percentage  Interest in
the Partnership. The Partners' Percentage Interests in the Partnership as of the
date  hereof  are as set forth in  Schedule A attached  hereto.  The  Percentage
Interest of each Partner shall be adjusted as provided in Article 18.6.3.

                  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.

                  Qualified  Income  Offset Item. An  adjustment,  allocation or
distribution described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4),
1.704-1(b)(2)(ii)(d)(5)  or  1.704-1(b)(2)(ii)(d)(6)  unexpectedly received by a
Partner.

                  Sales Commission.  The $270 sales commission paid to Medtech
Investments, Inc. for each Unit sold, other than Units sold to the General
Partner and its Affiliates.

                  Service.  The Internal Revenue Service.

                  Siemens.  Siemens Medical Systems, Inc. and its Affiliates.

                  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 $16,520.14 principal guaranty obligation).

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

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                  7.       CAPITAL CONTRIBUTIONS.

                  7.1 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 $__________.

                  7.2 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 amount set forth opposite his name on Schedule A attached hereto
in cash.

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

                  8.       GUARANTIES.

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

                  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 Hawaii;

                  (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;


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                  (d) No  material  claim or  litigation  is pending  or, to the
         knowledge and belief of the General Partner,  is threatened against the
         General   Partner  or  the   Partnership  in  any  court,   commission,
         administrative   body  or  other  authority,   which  could  materially
         adversely affect the Partnership, or the ability of the General Partner
         to  perform  any of its  obligations  contemplated  by this  Agreement,
         except as may be fully covered by liability insurance; and

                  (e) The General Partner is a North Carolina corporation formed
         and existing under the laws of the State of North Carolina.

                  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,  the  LithostarTM  Mobile  System 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;

                  (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; and

                  (d) It will use its best  efforts to assure  that it meets all
         net  worth  requirements  which,  in the  opinion  of  counsel  for the
         Partnership,  may,  from time to time,  be necessary to assure that the
         Partnership  is  classified  as a  partnership  for Federal  income tax
         purposes.

                  11.      ADMISSION OF LIMITED PARTNERS.

                  The General Partner may permit the offer and sale of the Units
on the terms and  conditions  provided in the  Memorandum  and may admit persons
subscribing  for Units 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

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                  (e)  Said  person  upon  request  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; and

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

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

                           (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,  other  than  the  Sales  Commission,  shall  be
                  determined  in the  same  manner  as such  Partner's  share of
                  Profits  and Losses  allocated  pursuant  to  Article  13. The
                  Partner's share of the Sales  Commission  shall be that amount
                  allocated to him pursuant to Article 13.





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                  13.      ALLOCATIONS

                  (a)      Nonrecourse Deductions.  Nonrecourse Deductions shall
          be allocated 20% to the General Partner and 80% to the Limited
          Partners on a Pro Rata Basis.

                  (b) Partner  Nonrecourse  Deductions.  Any Partner Nonrecourse
         Deductions  shall be  specially  allocated to the Partner who bears the
         economic risk of loss with respect to the Partner  Nonrecourse  Debt to
         which  such  Partner   Nonrecourse   Deductions  are   attributable  in
         accordance with Treasury Regulation Section 1.704-2(i).

                  (c)      Profits and Losses.

                  (i)  The  Profits  and  Losses  of the  Partnership  shall  be
         allocated 20% to the General Partner and 80% to the Limited Partners on
         a Pro Rata Basis.  In  allocating  Profits  and  Losses,  Net Gains and
         Losses from Capital  Transactions  (a part of Profits and  Losses),  if
         any, shall be allocated first.

                  (ii) In no event shall Losses be allocated  under this Article
         13(c) to a Limited  Partner if and to the extent  that such  allocation
         would cause,  as of the end of the Year,  the negative  balance in such
         Limited  Partner's  Capital  Account to exceed such  Limited  Partner's
         share of Partnership Minimum Gain plus such Limited Partner's share, if
         any, of Partner Minimum Gain. Any Losses which are not allocated to the
         Limited Partner by virtue of the application of the preceding  sentence
         shall be allocated to the General Partner. For purposes of this Article
         13(c),  a  Partner's  Capital  Account  shall be  treated as reduced by
         Qualified  Income Offset Items as provided in Article  13(d)(iii).  All
         items of income,  gain, loss,  deduction,  or credit shall be allocated
         among  the  Partners  proportionately.   Further,  notwithstanding  the
         foregoing,  after giving effect to the special  allocations  in Article
         13(d), the General Partner shall be allocated at least 20% of all items
         of income, gain, loss, deduction or credit.

                  (d) Special  Allocations.  The following  special  allocations
shall be made:

                  (i) Minimum  Gain  Chargeback.  If there is a net  decrease in
         Partnership  Minimum  Gain  during  any  Year,  each  Partner  shall be
         specially  allocated items of Partnership income and gain for such Year
         (and,  if  necessary,  subsequent  Years)  in an  amount  equal to such
         Partner's  share  of the net  decrease  in  Partnership  Minimum  Gain,
         determined   in   accordance   with   Treasury    Regulations   Section
         1.704-2(g)(2).  Allocations  pursuant to the previous sentence shall be
         made in proportion to the respective  amounts  required to be allocated
         to each  Partner.  The items to be so allocated  shall be determined in
         accordance with Treasury  Regulations Section 1.704- 2(f). This Article
         13(d)(i)  is  intended  to  comply  with the  minimum  gain  chargeback
         requirement in such Section of the Regulations and shall be interpreted
         consistently therewith.


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                  (ii) Partner  Minimum  Gain  Chargeback.  Notwithstanding  any
         other provision of this Article 13 except Article 13(d)(i), if there is
         a net  decrease  in  Partner  Minimum  Gain  attributable  to a Partner
         Nonrecourse  Debt during any Year,  each Partner who has a share of the
         Partner  Minimum Gain  attributable to such Partner  Nonrecourse  Debt,
         determined in accordance with Treasury  Regulations Section 1.704-2(f),
         shall be specially  allocated items of Partnership  income and gain for
         such Year (and, if necessary,  subsequent  Years) in an amount equal to
         such  Partner's  share of the net  decrease  in  Partner  Minimum  Gain
         attributable to such Partner  Nonrecourse  Debt, to the extent required
         by and  determined in  accordance  with  Treasury  Regulations  Section
         1.704-2(i)(4).  Allocations  pursuant to the previous sentence shall be
         made in proportion to the respective  amounts  required to be allocated
         to each Partner pursuant thereto. The items to be so allocated shall be
         determined   in   accordance   with   Treasury    Regulations   Section
         1.704-2(i)(4).  This  Article  13(d)(ii) is intended to comply with the
         minimum gain chargeback  requirement in such Section of the Regulations
         and shall be interpreted consistently therewith.

                  (iii)  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(d)(iii)  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(d) have been  tentatively  made as if
         this Article  13(d)(iii)  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  Regulations  being
         specifically incorporated herein by reference.

                  (iv) 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.,  $270 in Sales  Commissions  per each
         such Unit).  The purpose of this  Article  13(d)(iv) is to allocate the
         Sales  Commission  to those  Partners who  actually  bore the burden of
         paying the Sales Commission.

                  (e) Ordering Provision. In applying the provisions of Articles
         13 and 14 with respect to distributions and allocations,  the following
         ordering of priorities shall apply:

                  (i)  Capital  Accounts  shall  be  deemed  to  be  reduced  by
         Qualified Income Offset Items.


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                  (ii) Capital  Accounts  shall be reduced by  Distributions  of
         Partnership Cash Flow under Article 14(a).

                  (iii) Capital  Accounts shall be reduced by  Distributions  of
         Partnership Sales Proceeds and Partnership  Refinancing  Proceeds under
         Article 14(b).

                  (iv) Capital  Accounts  shall be increased by any Minimum Gain
         Chargeback under Articles 13(d)(i) and (ii).

                  (v)  Capital  Accounts  shall be  increased  by any  Qualified
         Income Offset under Article 13(d)(iii).

                  (vi)  Capital  Accounts  shall be  reduced by  allocations  of
         Nonrecourse Deductions under Article 13(a).

                  (vii)  Capital  Accounts  shall be reduced by  allocations  of
         Partner Nonrecourse Deductions under Article 13(b).

                  (viii)  Capital  Accounts shall be increased by allocations of
         Profits under Article 13(c).

                  (ix)  Capital  Accounts  shall be  reduced by  allocations  of
         Losses under Article 13(c).

                  To the maximum extent permitted under the Code, allocations of
         Profits  and Losses  shall be modified  so that the  Partners'  Capital
         Accounts  reflect the amount they would have  reflected if  adjustments
         required by Articles 13(d)(i), (ii) and (iii) had not occurred.

                  (f)  Allocations  Between  Transferor and  Transferee.  In the
         event of the  transfer 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  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 upon the
         mutual agreement of all the Partners (excluding the new Partner and the
         transferring  Partner),  the Partnership shall 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

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<PAGE>



         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.

                  (g) 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 of the  Partnership,  or earlier in the  discretion of the
         General  Partner,  20% to the  General  Partner  and 80% to the Limited
         Partners on a Pro Rata Basis.

                  (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,  20% to the General
         Partner and 80% to the Limited Partners on a Pro Rata Basis.

                  (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  General
Partner may,  however,  contract with one or more Limited Partners to act as the
local manager of the LithostarTM  Mobile System. No Limited Partner may withdraw
from the Partnership except as expressly permitted herein.

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

                  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 capacity as such, be bound by, or personally  liable
for, any expense, liability or obligation of the Partnership except to the

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<PAGE>



extent of his (i) interest in the  Partnership;  (ii)  Guaranties of Partnership
obligations;  and (iii)  obligation  to return  distributions  made to him 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.

                  (b) Except as otherwise  provided herein,  the General Partner
         shall not at any time  transfer or assign its interest or obligation as
         General  Partner,  except  that the  General  Partner  may  cause to be
         admitted to the  Partnership  additional  General  Partners in order to
         comply with Article 10.2(d).

                  (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 the stock of the General Partner.

                  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.  Units may only be  transferred  in
         increments of one Unit unless all Units or portions  thereof owned by a
         Limited  Partner are being  transferred.  In no event may a Partnership
         Interest be  transferred  if such  transfer  would  result in a default
         under the  Guaranties or a termination  of the  Partnership  under Code
         Section  708,  nor  may a  Partnership  Interest  be  transferred  to a
         "tax-exempt  entity" (as defined in Code  Section  168(h))  which would
         affect the  method or manner in which the  Partnership  may  depreciate
         Partnership assets.

                  (b) The General  Partner  shall not approve any  transfer of a
         Partnership   Interest  unless  the  proposed   transferee  shall  have
         furnished the General Partner with a sworn statement that:

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<PAGE>



                           (i)      proposes to acquire his 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) 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
         violate any Federal or applicable  state  securities law or regulations
         or any of the provisions of Article  17.2(b)  hereof,  will prevent the
         Partnership from being entitled to use any method of depreciation which
         the  Partnership  might otherwise be entitled to use, or will adversely
         affect the  status of the  Partnership  as a  partnership  for  Federal
         income tax purposes.

                  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.

                  A 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:

                  (a) the written  approval of a Majority in Interest 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);

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<PAGE>



                  (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 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 admission as a Limited Partner; and

                  (f) payment of such reasonable  expenses as may be incurred in
         connection with his 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  approval  of both the  General  Partner and a
         Majority in Interest of the Limited  Partners,  which  approval  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;

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


                                      -16-
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<PAGE>



                  (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 Article 17.5 except for  subparagraph  17.5(a).  As long as the transferee 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     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.

                  18.1.1  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.  In such event, the executor,  administrator or other legal or
         personal  representative  of the deceased  Limited Partner shall have a
         period of ninety (90) days  following the date of death (the  "Response
         Period") within which to locate a qualified investor approved of by the
         General  Partner,  which  approval can be granted or denied in the sole
         discretion of the General Partner (a "Qualified Investor"), to purchase
         the entire Partnership Interest of the deceased Limited Partner. In the
         event  the  executor,   administrator   or  other   personal  or  legal
         representative  of the  deceased  Limited  Partner  locates a Qualified
         Investor who is willing to purchase the entire Partnership  Interest of
         the deceased Limited Partner, he

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<PAGE>



         shall give notice of that fact in writing to the General Partner, which
         notice  shall  state  the  name of the  proposed  transferee  Qualified
         Investor.  Provided  the  requirements  of  Articles  17.2 and 17.4 (b)
         through (f) are satisfied, the executor,  administrator, or other legal
         or personal  representative  of the deceased  Limited  Partner may then
         transfer the  Partnership  Interest of the deceased  Limited Partner to
         the  Qualified  Investor  specified  in the notice free of the purchase
         options  granted in Article  18.1.2.  If such conditions are satisfied,
         the transferee Qualified Investor shall have the rights of a transferee
         Limited  Partner as set forth in Article 17.3 and shall become  subject
         to all obligations connected with the Partnership interest transferred.
         The deceased Limited  Partner's  Guaranty shall remain an obligation of
         his  estate,  unless  the Bank  agrees to release  the estate  from the
         Guaranty in substitution of a like Guaranty from any transferee Limited
         Partner.

                  18.1.2 In the event the requirements of Articles 17.2 and 17.4
         (b) through (f) are not satisfied with respect to a proposed transferee
         Qualified  Investor,  or the executor,  administrator or other legal or
         personal representative of the deceased Limited Partner fails to locate
         a Qualified  Investor to purchase the deceased Limited Partner's entire
         Partnership  Interest within the Response  Period,  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 18.5 of this Agreement and
         on the terms and conditions provided in Article 18.6 of this Agreement.
         The General  Partner shall have a period of thirty (30) days  following
         the date of the close of the  Response  Period  (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.

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

                  18.2.1  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 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 insolvent Limited Partner or his trustee,
         custodian, receiver or representative shall have a period of

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         ninety (90) days  following  the date of the  occurrence of one of such
         events  (the  "Response  Period")  within  which to locate a  Qualified
         Investor to purchase the entire  Partnership  Interest of the insolvent
         Limited  Partner.  In the event the  insolvent  Limited  Partner or his
         trustee, custodian,  receiver or other legal or personal representative
         locates a  Qualified  Investor  who is willing to  purchase  the entire
         Partnership  Interest of the insolvent  Limited Partner,  he shall give
         notice of that fact in writing to the  General  Partner,  which  notice
         shall state the name of the  proposed  transferee  Qualified  Investor.
         Provided the requirements of Articles 17.2 and 17.4 (b) through (f) are
         satisfied,  the insolvent  Limited  Partner or his trustee,  custodian,
         receiver or representative  may then transfer the Partnership  Interest
         of the insolvent Limited Partner to the Qualified Investor specified in
         the notice free of the purchase  options granted in Article 18.2.2.  If
         such conditions are satisfied,  the transferee Qualified Investor shall
         have the rights of a transferee Limited Partner as set forth in Article
         17.3 and shall become  subject to all  obligations  connected  with the
         Partnership Interest  transferred.  The insolvent Limited Partner shall
         remain  personally  liable on his  Guaranty,  unless the Bank agrees to
         release such Limited  Partner  from his Guaranty in  substitution  of a
         like Guaranty from any transferee Limited Partner.

                  18.2.2 In the event the requirements of Articles 17.2 and 17.4
         (b) through (f) are not satisfied with respect to a proposed transferee
         Qualified  Investor,  or the insolvent  Limited  Partner,  his trustee,
         custodian,  receiver or other legal or personal representative fails to
         locate a Qualified Investor to purchase the insolvent Limited Partner's
         Partnership  Interest within the Response  Period,  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 18.5 of this Agreement and on the terms
         and conditions provided in Article 18.6 of this Agreement.  The General
         Partner  shall have a period of thirty (30) days  following the date of
         the close of the Response Period (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.

                  18.3  Default  under  Guaranties.  Notwithstanding  any  other
provision in this Article 18 to the contrary,  if any of the events  outlined in
Articles  18.1 or 18.2 or any other  defaulting  event  outlined in the Guaranty
(the  "Defaulting  Events")  should occur with respect to a Limited Partner (the
"Defaulting  Limited Partner"),  and the General Partner determines (in its sole
discretion)  that  such  event may  result in  default  and  acceleration  of an
obligation  secured by the Guaranty unless another  guarantor  acceptable to the
Lender can be substituted in the place of the Defaulting Limited Partner,

                                      -19-
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then the General  Partner shall have the right to immediately  take the steps as
outlined in this Article 18.3 to prevent such default.  Upon the General Partner
receiving  notice of a Defaulting  Event as provided above, the General Partner,
in its sole discretion,  shall immediately have the right to either (i) sell the
entire  Partnership  Interest of the Defaulting  Limited  Partner to an investor
approved of by the General Partner, (ii) purchase for its own account the entire
Partnership Interest of the Defaulting Limited Partner, or (iii) sell the entire
Partnership  Interest of the  Defaulting  Limited  Partner to one or more of the
other  Limited  Partners.   The  Defaulting   Limited  Partner  shall  sell  his
Partnership  Interest to the purchaser at the purchase  price  determined in the
manner as provided in Article 18.5 and on the terms and  conditions  as provided
in Article 18.6. The transfer of the  Partnership  Interest,  the payment of the
purchase  price,  and  the  assumption  of  the  Defaulting   Limited  Partner's
obligations  under his Guaranty (as provided in Article 18.5),  shall be made at
such time as determined by the General Partner in order to avoid the default and
acceleration  of the obligation  secured by the Guaranty.  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  18.3,  in the event such  Limited  Partner
becomes a Defaulting Limited Partner.

                  18.4 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 or the business of the Partnership in a
manner deemed  substantial by the General Partner in its sole discretion  (e.g.,
exclusion from any  governmental  health care program or any provider  ownership
prohibition),  the General Partner shall promptly either, in its discretion, (i)
take the steps  outlined in this Article 18.4 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
either sell the entire  Partnership  Interests of all of the Limited Partners to
one or more investors selected by it (including, without limitation,  Affiliates
of the General Partner),  and/or purchase such Partnership Interests for its own
account.  In such  event,  the  Limited  Partners  shall sell their  Partnership
Interests to the purchaser or purchasers at the purchase price determined in the
manner  as  provided  in  Article  18.5 and be on the terms  and  conditions  as
provided in Article 18.6. The transfer of the Partnership Interests, the payment
of the purchase prices, and the assumption of the Limited Partners'  obligations
under their respective Guaranties (as provided in Article 18.5) 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.  If the General Partner chooses option
(ii), it shall proceed with reasonable  promptness to dissolve and liquidate the
Partnership  and no vote of the  Limited  Partners  shall  be  required  in that
connection.  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 or the  dissolution  of the
Partnership, as the case may be, as provided in this Article 18.4.

                  18.5  Purchase  Price.  The purchase  price to be paid for the
Partnership  Interest of any Limited  Partner whose interest is being  purchased
(the "Retiring Limited Partner")  pursuant to the provisions of Articles 18.1.2,
18.2.2,  18.3 or 18.4 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

                                      -20-
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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  firm of certified
public  accountants  (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
next 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 a Defaulting Event as provided in Article 18.3,
in the case of a purchase occurring by reason of one of such events; or (iv) the
Notice of Election as  provided  in Article  18.4,  in the case of a purchase by
reason  thereof.  The purchase price shall be paid at the Closing in cash (or by
certified  or  cashier's  check).  If as of the date of the Closing the Retiring
Limited Partner still has an outstanding  personal obligation under the Guaranty
(the "Obligation"),  the purchaser shall assume the portion of the Obligation as
is equal to the portion of the Partnership  Interest being purchased,  indemnify
the Retiring Limited Partner from such portion of the Obligation,  and take such
steps  deemed  necessary  by  the  General  Partner  to  formally  evidence  the
assumption  of such portion of the  Obligation,  including  without  limitation,
executing such  documents and providing  such financial  information to the Bank
(as  the  case  may be) to  evidence  the  assumption  of  such  portion  of the
Obligation,  and obtain if possible,  the release of the  Retiring  Partner from
such portion of the Obligation.

                  18.6     Closing.

                  18.6.1  Closing  of  Purchase  and Sale.  The  Closing  of any
         purchase and sale of a Partnership Interest pursuant to Articles 18.1.2
         or 18.2.2 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  18.1.2 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  bankruptcy  or  insolvency  of a Limited  Partner as  provided  in
         Article 18.2.2 of this

                                      -21-
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         Agreement,  the Closing  shall be held on the thirtieth day (of 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

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

         At the Closing, the Limited Partner whose Partnership Interest is being
         purchased (the  "Transferring  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  Transferring
         Partner's entire  Partnership  Interest thus purchased,  free and clear
         from any liens or  encumbrances or rights of other therein (except with
         respect to liens or rights  associated with the Guaranties as otherwise
         provided herein).

                  18.6.2  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.

                  18.6.3 Percentage Interests.  The Percentage Interests of each
         Partner who purchases all or a portion of the Partnership Interest of a
         Limited  Partner  pursuant to the provisions of Article 18.3,  shall be
         increased by the Percentage Interest represented by that portion of the
         Partnership Interest purchased by such Partner.

                  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 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.




                                      -22-
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                  19.3     No Transfer by the General Partner shall be permitted
 unless:

                  (a) The certified public  accountant for the Partnership shall
         have  delivered  to the  Partnership  an opinion  that the new  general
         partner of the  Partnership has sufficient net worth (if necessary) and
         meets all other published  requirements of the Internal Revenue Service
         necessary to assure that the Partnership will continue to be classified
         as a partnership for Federal income tax purposes;

                  (b) 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 and

                  (c) 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.

                  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,
legal and

                                      -23-
C#0124195.02

<PAGE>



accounting  fees  and  expenses,  salaries  of  employees  of  the  Partnership,
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 any 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 LithostarTM Mobile System;

                  (b) To acquire (i) a second  LithostarTM  system,  or (ii) any
         other  assets  related  to  the  provisions  of  lithotripsy   services
         (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 LithostarTM Mobile 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 determine the travel  itinerary and site  locations for
         the LithostarTM Mobile System;

                  (e) 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;

                  (f) 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;

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

                  (h) 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;


                                      -24-
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                  (i)  To   execute,   acknowledge   and  deliver  any  and  all
         instruments  which may be deemed  necessary or convenient to effect the
         foregoing;

                  (j) To form a new  limited  partnership  made up of  qualified
         investors to treat  gallstone  patients  (if the FDA ever  approves the
         LithostarTM  for  such  purpose),  and to  contract  on  behalf  of the
         Partnership  with the new limited  partnership for the use for a fee of
         the  LithostarTM  for the  treatment  of the new limited  partnership's
         gallstone patients; 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
         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,
         including,  but  not  limited  to,  management  services,  professional
         lithotripsy  services,  accounting  services  and  legal  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 LithostarTM  Mobile 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 except the costs of
         employing one or more local  physicians to supervise the management and
         administration of the LithostarTM  Mobile System,  shall be paid by the
         Partnership directly. The Partnership will also contract with qualified
         physicians  desiring  to use  the  LithostarTM  for  the  treatment  of
         patients.  Owning  an  interest  in  the  Partnership  shall  not  be a
         condition  to  using  the  LithostarTM.  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  LithostarTM  Mobile  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.

                  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 its
          Certificate of Limited Partnership;


                                      -25-
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<PAGE>



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

                  (c) 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;

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

                  (e)  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.  This is a rapidly developing and changing area of the law
and Limited  Partners who have  questions  concerning  the duties of the General
Partner  should  consult  with  their  counsel.  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:

                                      -26-
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<PAGE>



                  (a)      The expiration of its term on December 31, 2040;

                  (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  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  joint  determination  of the  General  Partner  and a
         Majority  in  Interest of the  Limited  Partners  that the  Partnership
         should be dissolved;

                  (d) The  election  of the  General  Partner  to  dissolve  the
         Partnership  following the occurrence of an event  described in Article
         18.4;

                  (e)  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

                  (f)   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  Hawaii;  provided,  that the  events
         described  in  Sections  425D-402(4)  and (5) of the Act or any similar
         provisions of any successor  statute,  shall not work a dissolution  of
         the Partnership except as expressly provided in (b) above.

                  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, the Limited Partners  unanimously 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

                                                      -27-
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<PAGE>



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.      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 to
be in  the  best  interest  of  the  Partnership  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 of the
Partnership,  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

                                      -28-
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<PAGE>



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   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 Section
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,

                                      -29-
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<PAGE>



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:

                  (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 Articles 13, 14, 16 and 25 without
         the approval of the Partners  representing  two-thirds of the aggregate
         Percentage Interests in the Partnership;  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(c); 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-
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                  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 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 Hawaii  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.

                                                      -31-
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<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.

                  38.      POWER OF ATTORNEY.

                  Each Limited  Partner hereby makes,  constitutes  and appoints
Dr. William R. Jordan,  Dr.  Franklin S. Clark and Dr. Dan A. Myers,  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 Honolulu,
Hawaii 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.


                                      -32-
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<PAGE>



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

                               GENERAL PARTNER:

                               LITHOTRIPTERS, INC., a North Carolina corporation


                               By:      /s/ Joseph Jenkins
                                        -----------------------------
                                        Joseph Jenkins, M.D.,
                                        President
ATTEST:
Anthony Rand
--------------------------
Secretary

[CORPORATE SEAL]

                            INITIAL LIMITED PARTNER:

                                        William R. Jordan
                                        ---------------------------------------
                                        William R. Jordan, M.D.




                                      -33-
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<PAGE>



STATE OF NORTH CAROLINA )
                                         )
COUNTY OF CUMBERLAND    )


     On this 1st day of April, 1996, before me, the undersigned Notary Public in
and for the County of Cumberland in the State of North Carolina, personally came
Joseph Jenkins,  M.D., who, being by me duly sworn, said that he is President of
Lithotripters, Inc., the General Partner of Pacific Medical 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
Joseph Jenkins,  M.D. 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/ Ricarda Kelly
                                    -------------------------------------------

                                             Notary Public

My commission expires:

1-8-97
---------------------------


STATE OF NORTH CAROLINA )
                                         )
COUNTY OF CUMBERLAND   )


     I,  Ricarda  Kelly,  a notary  public,  do hereby  certify  that William R.
Jordan,  M.D.,  personally  appeared  before me this 1st day of April,  1996 and
acknowledged and swore to the due execution of the foregoing Limited Partnership
Agreement in his capacity as the initial limited partner.


                                    /s/ Ricarda Kelly
                                    -------------------------------------------

                                              Notary Public

My commission expires:

1-8-97
---------------------------


                                      -34-
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<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 Pacific Medical Limited Partnership,  and his or her intention to
be legally bound thereby.

                  Dated this 1st day of April, 1996.

                                   /s/ Philip J. Gallina
                                  ---------------------------------------------

                                       Signature

                                   Lithotripters, Inc
                                   by Philip J. Gallina, VP and Treasurer
                                  --------------------------------------------

                                              Printed Name




STATE OF NORTH CAROLINA        )

COUNTY OF CUMBERLAND )


                  BEFORE ME, the undersigned  Notary Public in and for the State
and County set forth  above,  on the  1ST day of  APRIL,  1996,
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.
                                   /s/ Ricarda Kelly
                                   -------------------------------------------

                                            Signature of Notary Public

                                   Ricarda Kelly
                                   -------------------------------------------

                                              Printed Name of Notary

My Commission Expires:
1-8-97
---------------------------

[SEAL]

                                      -35-
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<PAGE>



                                                                    SCHEDULE A


                        Schedule of Partnership Interests

                       PACIFIC MEDICAL LIMITED PARTNERSHIP

           CONTRIBUTIONS OF CAPITAL TO THE PARTNERSHIP AND GUARANTIES


                           Cash              Percentage
General Partner         Contribution          Interest

Lithotripters, Inc.      $47,688                  20%

Limited Partners
-----------------
Lithotripters, Inc.      $47,250                  21
Antonio Tan               10,000                   4
Robert Carlile            10,000                   4
Herbert Chinn             10,000                   4
Rick Davis                10,000                   4
Terry Yee                  5,000                   2
William Flanagan           2,250                   1
Keith Mooney               2,500                   1
Franklin Clark             2,250                   1
Thomas Jordan              2,250                   1
William Jordan             2,250                   1
Philip Gallina             2,250                   1
William Grine              2,250                   1
Jack Cassell               2,500                   1
Marilyn Hata              10,000                   4
David Kychenbecker        10,000                   4
Douglas Gary Lattimer     10,000                   4
William Yarbrough         10,000                   4
Dan Myers                  2,250                   1
Jim Brady                  2,250                   1
Tom Mobley                 2,250                   1
Timothy Quillen            2,250                   1
James Monroe               2,250                   1
J. Ronald Smith            2,250                   1
David M Coussens           2,500                   1
Denis E. Healey            2,500                   1
Lewis F. Russell           2,500                   1
Alan Terry                 2,250                   1
Anthony Rand               2,250                   1
Joseph Jenkins             2,250                   1
Rena Sepulveda             2,500                   1
Robert McAlpine            2,250                   1
Lance Templeton            2,500                   1
Lelan C. Byrd              2,500                   1
Donald A. Steward          2,500                   1

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

            TOTAL:      $238,438                100%
                        =========               ====





<PAGE>