FOURTH AMENDMENT TO
                       AGREEMENT OF LIMITED PARTNERSHIP OF
       FAYETTEVILLE LITHOTRIPTERS LIMITED PARTNERSHIP - SOUTH CAROLINA II


                  THIS AMENDMENT, effective as of the 1st day of April, 1999, is
entered into by and among Lithotripters,  Inc., a North Carolina corporation and
the General  Partner of  Fayetteville  Lithotripters  Limited  Partnership-South
Carolina II, a South Carolina limited partnership (the  "Partnership"),  and the
Limited Partners of the Partnership.

                                R E C I T A L S:
                                 ---------------

                  1. The General Partner and the Limited  Partners,  hereinafter
collectively  referred  to as  the  "Partners,"  are  parties  to  that  certain
Agreement  of  Limited   Partnership  of  Fayetteville   Lithotripters   Limited
Partnership-South Carolina II, as amended (the "Agreement").

                  2. Effective as of April 1, 1999, the General  Partner and the
requisite  percentage  of the  Limited  Partners  consented  in  writing  to the
following  amendments to the Agreement,  such amendments  intended to: (i) allow
the General  Partner the  authority to  periodically  offer and sell  additional
limited  partner  interests (a "Dilution  Offering") to local South Carolina and
North  Carolina   investors;(ii)   clarify  and  strengthen  the  noncompetition
provisions of Articles 15.3 and 18.4 of the Agreement; (iii) add a new provision
to  the  Agreement  to  prevent  the  disclosure  of  Confidential   Partnership
Information  that might harm the  Partnership  and its Partners;  (iv) allow the
General Partner,  in its sole discretion,  to elect to assign to the Partnership
its rights  under  Article  18 of the  Agreement  to  purchase  the  Partnership
Interest of any deceased,  insolvent or competing Limited Partner; and (v) allow
the General  Partner or the  Partnership,  as the case may be, to  purchase  the
Partnership  Interest of any  deceased  Limited  Partner at a price equal to the
greater of (a) Capital Account value or (b) 1.5 times the aggregate distribution
amount  attributable to such interest  during the twelve month period  preceding
the death of the Limited Partner.

                  NOW,  THEREFORE,  in accordance with Articles 29 and 30 of the
Partnership Agreement and pursuant to the written consent of the General Partner
and the requisite  percentage of the Limited Partners,  the parties hereto agree
as follows:

                           The  Agreement  is  hereby  amended  as set  forth in
                           Exhibits A, B, C and D attached hereto.



                                                        -1-


<PAGE>




                  IN WITNESS WHEREOF, the Partners have hereunto set their hands
and seals effective as of the date first above written.

                          GENERAL PARTNER:

                          LITHOTRIPTERS, INC., a North Carolina corporation and
                            sole general partner of the Partnership

                               By:_________________________________________
                               Title:________________________________________



                                                 ALL THE LIMITED PARTNERS OF
                                                 THE PARTNERSHIP WHOSE NAMES
                                                 APPEARED ON SCHEDULE A-3

                                                     By:/s/ Joseph Jenkins, M.D.
                                                     ---------------------------
                                                     Joseph Jenkins, M.D.
                                                     Attorney-in-Fact*
--------
     *Pursuant  to a Power of  Attorney  given by the  Limited  Partners  in the
Agreement.

                                                        -2-


<PAGE>




                                    EXHIBIT A

                           DILUTION OFFERING AMENDMENT

1. Capitalized  terms used in this Exhibit and not otherwise  defined shall have
the same  meaning as  provided  in the  Agreement  of Limited  Partnership  (the
"Partnership  Agreement") of Fayetteville  Lithotripters  Limited  Partnership -
South Carolina II (the "Partnership"), and any amendments thereto.

2. The  purpose  of this  Exhibit is to set forth a  proposed  amendment  to the
Partnership  Agreement  that  would  give  the  General  Partner  the  authority
periodically to offer and sell additional limited partner interests (a "Dilution
Offering") to local South  Carolina and North  Carolina  urologists  who are not
investors in the Partnership ("Qualified Investors").  As required by Article 30
of the Partnership Agreement, to be effective this amendment must be approved by
the  Partners  representing   two-thirds  of  the  aggregate  interests  in  the
Partnership.

3. The purposes of a Dilution  Offering are (i) to raise additional  capital for
any valid Partnership purpose, and (ii) to assure the highest quality of patient
care by admitting  Qualified  Investors to the Partnership who will be dedicated
and  motivated as owners to follow the  Partnership's  treatment  protocol,  and
comply with its quality assurance and outcome analysis programs.  Any additional
capital  raised by the  Partnership  in a Dilution  Offering can be used for any
legitimate   Partnership   purpose,   including   upgrading  the   Partnership's
Lithostar(TM) Mobile Systems.

4. Any sale of limited partner  interests to Qualified  Investors will result in
the  proportionate  dilution  of the  Partnership  Percentage  Interests  of the
existing  Partners;  i.e., the interests of the General  Partner and the Limited
Partners in Partnership  allocations,  cash distributions and voting rights will
be proportionately reduced by a successful Dilution Offering.

5. The Percentage  Interests of the existing  Partners cannot be diluted through
Dilution  Offerings by more than 20% in the aggregate  without the prior written
consent of a Majority in Interest of all the Partners.  Without  obtaining  this
additional consent,  the existing Partners cannot be diluted to less than 80% of
their Percentage Interest ownership at the time of this Amendment.

6. The General Partner has determined that the purchase price per 1% Partnership
Interest  offered in the initial planned  Dilution  Offering will be at its fair
market value as determined by an independent  third party  appraiser.  The price
for Units sold in future dilution offerings also must be at a price no less than
fair market value as determined by the General Partner.

7. Upon the successful sale of Partnership Interests in a Dilution Offering, the
General  Partner  will  prepare and attach a new  Schedule A to the  Partnership
Agreement  to reflect (i) the  Partners'  adjusted  Percentage  Interests in the
Partnership,  and  (ii)  the  admission  of  the  new  Limited  Partners  to the
Partnership.



                                                        -3-


<PAGE>



                                    EXHIBIT B

                       NONCOMPETITION PROVISION AMENDMENT

                  Capitalized  terms  used in  this  Exhibit  and not  otherwise
defined  shall have the same  meaning as  provided in the  Agreement  of Limited
Partnership (the "Partnership Agreement") of Fayetteville  Lithotripters Limited
Partnership - South Carolina II (the "Partnership"), and any amendments thereto.

                       Noncompetition Provision Amendment

                  Article 15.3 of the Partnership Agreement is hereby amended by
deleting the current  provision in its entirety and by substituting the language
set forth below:

                  15.3 Outside Activities.  The Limited Partners agree that they
         owe fiduciary  duties to the  Partnership  and, as a consequence,  each
         Limited Partner (that is not the General Partner or an Affiliate of the
         General  Partner)  agrees  that he or she shall not engage in  "Outside
         Activities"  (as defined below) in the "Market Area" (as defined below)
         while he or she is a Limited  Partner  in the  Partnership.  The phrase
         "Outside  Activities" means directly or indirectly  owning,  leasing or
         subleasing  a  lithotripter  (or any  similar  equipment  or  competing
         devices used for treating renal or biliary stone  disease).  Prohibited
         indirect  ownership  shall include the direct or indirect  ownership of
         any  interest  in  a  business   venture   (through  stock   ownership,
         partnership interest ownership,  ownership by or through a close family
         member,  or as  otherwise  determined  in  good  faith  by the  General
         Partner) involving the ownership, purchase, lease, sublease, promotion,
         management  or operation  of a  lithotripter  (or similar  equipment or
         competing  devices used for treating  renal or biliary stone  disease),
         unless the General Partner determines that such activity by the Limited
         Partners is not detrimental to the best interests of the Partnership.

                           Upon  the   termination  or  transfer  of  a  Limited
         Partner's  interest  in the  Partnership  for any  reason,  including a
         transfer  pursuant to Article  18.4  hereof,  the  withdrawing  Limited
         Partner shall not, for a period of two (2) years  following the date of
         his or her withdrawal,  engage in any Outside Activities in any "Market
         Area" in which the  Partnership is  transacting  business or within the
         prior  twelve  months  has   transacted   business   (the   "Restricted
         Facilities").  For the purposes of this Article 15.3,  the term "Market
         Area"  shall  mean  (i)  the  area  within  a ten  mile  radius  of any
         Restricted  Facility,  but if such  area is  determined  by a court  of
         competent  jurisdiction  to be too  broad,  then it shall mean (ii) the
         area within a five mile radius of any Restricted Facility,  but if such
         area is determined by a court of competent jurisdiction to be too broad
         then it shall  mean  (iii)  the area  within a two mile  radius  of any
         Restricted Facility.



                                                        -4-


<PAGE>



                           In the event a Limited  Partner wishes and intends to
         engage in an Outside  Activity in a Market Area, he or she must provide
         written notice of such intent to the General  Partner prior to engaging
         in the Outside Activity. The written notice shall be deemed an election
         by the Limited Partner to withdraw from the Partnership (the "Notice of
         Withdrawal"),  and shall give the  General  Partner  and/or the Limited
         Partners the purchase rights as provided in Article 18.4 hereof.  After
         the Notice of Withdrawal,  the former Limited  Partner may engage in an
         Outside  Activity in the Market  Area only after  waiting the period of
         two years specified in this Article 15.3. In the event of breach of the
         waiting period,  the partnership shall be entitled to any remedy at law
         or equity with respect to such breach,  including without limitation an
         injunction or suit for damages.

                           If a Limited Partner during his or her  participation
         in the  Partnership  engages in an Outside  Activity  in a Market  Area
         without  first  notifying  the  General  Partner in  violation  of this
         Article  15.3,  the  Limited  Partner  shall be deemed to have  given a
         Notice of  Withdrawal  on the date the General  Partner  first  becomes
         aware of the Limited  Partner's  Outside  Activity in the Market  Area.
         Upon receiving a Limited  Partner's  Notice of Withdrawal or equivalent
         thereof,  the General  Partner and/or  Limited  Partners may invoke the
         purchase  rights  provided in Article 18.4 and shall be entitled to any
         other  remedy  at law or in  equity  including  without  limitation  an
         injunction or suit for damages.

                  Article 18.4 of the Partnership Agreement is hereby amended by
deleting the current  provision in its entirety and by substituting the language
set forth below.

                           18.4 Breach of Article 15.3. In the event the General
         Partner  either  receives a Notice of Withdrawal as provided in Article
         15.3 or  receives  notice  of a breach  of  Article  15.3 by a  Limited
         Partner (the  "Defaulting  Limited  Partner"),  the General Partner may
         elect, in its sole  discretion,  to treat such event as a default under
         this  Agreement and enforce the provisions of this Article 18.4. If the
         General  Partner elects to enforce the provisions of this Article 18.4,
         the General  Partner  shall give written  notice of such  election (the
         "Notice of Default") to the Defaulting  Limited Partner within 180 days
         of the date the General Partner first received notice of the defaulting
         event.  Upon giving the Notice of Default,  the General Partner,  shall
         have the option to  purchase  at the  Closing  (as  defined  below) the
         Partnership   Interest  of  the  Defaulting   Limited   Partner  (which
         Defaulting  Limited  Partner  shall then become  obligated to sell such
         Partnership Interest) at the price determined in the manner provided in
         Article 18.6 of this Agreement and on the terms and conditions provided
         in Article 18.7 of this  Agreement.  The General  Partner  shall have a
         period of thirty (30) days  following the date of the Notice of Default
         (the  "First  Option  Period")  within  which to notify in writing  the
         Defaulting  Limited  Partner,  whether  the General  Partner  wishes to
         purchase all or a portion of the Partnership Interest of the Defaulting
         Limited Partner. If the General Partner does not elect to purchase the



                                                        -5-


<PAGE>



         entire  Partnership  Interest of the Defaulting  Limited Partner before
         the  expiration of the First Option  Period and in the manner  provided
         herein,  the Limited  Partners shall have the option to purchase all or
         any part of the Partnership  Interest of the Defaulting Limited Partner
         not  purchased by the General  Partner at the price  determined  in the
         manner  provided in Article 18.6 of this Agreement and on the terms and
         conditions  provided  in Article  18.7 of this  Agreement.  Any Limited
         Partner  desiring  to  purchase  any  part  or  all  of  the  remaining
         Partnership Interest of the Defaulting Limited Partner shall deliver to
         the General  Partner a written  election to purchase all or a specified
         portion  of such  Partnership  Interest  within the ten (10) day period
         immediately following the close of the First Option Period (the "Second
         Option  Period").  If the Limited  Partners in the  aggregate  elect to
         purchase  more  than the  Partnership  Interest  then  available,  each
         electing  Limited  Partner  shall have a priority,  up to that  portion
         specified in his or her notice of election, to purchase such proportion
         of the  Partnership  Interest of the  Defaulting  Limited  Partner then
         available  as his or her  Percentage  Interest  bears to the  aggregate
         Percentage Interests of the Limited Partners electing to purchase. That
         portion of the Defaulting  Limited Partner's  Partnership  Interest not
         purchased  on such a priority  basis shall be  allocated in one or more
         successive  allocations to those remaining Limited Partners electing to
         purchase  more of the  Partnership  Interest  than they have a priority
         right, up to the portion  specified in their respective  elections,  in
         the proportion  that each of their  Percentage  Interests  bears to the
         aggregate  Percentage  Interests of all of them. the Valuation Date for
         determining  the  price  paid  for  the  Defaulting  Limited  Partner's
         interest  under  Article  18.6  shall  be the  last  day  of the  month
         immediately   preceding  the  month  in  which  occurs  the  Notice  of
         Withdrawal or breach of Article 15.3.

                           Within the ten (10) day period immediately  following
         the close of the Second Option Period (the "Confirmation  Period"), the
         General  Partner  shall  inform each  electing  Limited  Partner of the
         portion of the Partnership  Interest of the Defaulting  Limited Partner
         of the portion of the  Partnership  Interest of the Defaulting  Limited
         Partner  as to which his or her  election  is  effective.  The  General
         Partner shall give notice to the Defaulting  Limited Partner within the
         ten (10) day period following the close of the Confirmation Period (the
         "Notification  Period")  of the  election  by the  Limited  Partners to
         exercise  their option.  Such notice shall  indicate the portion of the
         Defaulting  Limited  Partner's   Partnership   Interest  that  will  be
         purchased by each of the  purchasing  Limited  Partners and the General
         Partner, if any.



                                                        -6-


<PAGE>



                       Confidentiality Provision Amendment

                  Article 15 of the  Partnership  Agreement is hereby amended by
adding a new Article 15.4 as set forth below:

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



                                                        -7-


<PAGE>



                                    EXHIBIT C

                      PURCHASE OPTION ASSIGNMENT AMENDMENT

                  Capitalized  terms  used in  this  Exhibit  and not  otherwise
defined  shall have the same  meaning as  provided in the  Agreement  of Limited
Partnership (the "Partnership Agreement") of Fayetteville  Lithotripters Limited
Partnership - South Carolina II (the "Partnership").

                      Purchase Option Assignment Amendment

                  Articles 18.1.2,  18.2.2, 18.3.2 and 18.4.2 are hereby amended
to allow the General  Partner to either  exercise  its  purchase  option  rights
during the First Option Period as provided in such  Articles,  or to assign such
purchase  option rights in whole or in part to the  Partnership.  If the General
Partner's  purchase  option rights are assigned to the  Partnership  as provided
herein,  the  Partnership  shall have the right to use  Partnership  revenues to
exercise  such  rights.  Further,  Articles  18.6 and 18.7 are also  amended  by
substituting the Partnership as a buyer to the extent the General Partner elects
to assign to the Partnership  its purchase option rights under Articles  18.1.2,
18.2.2,  18.3.2 and 18.4.2. If the Partnership  acquires a Partnership  Interest
pursuant to the terms of this Amendment, then the General Partner shall have the
authority  to amend  Schedule A to the  Partnership  Agreement  to  reflect  the
deletion  of the  interests  held by the  selling  Limited  Partners  (or  their
successors in interest),  and to reflect the increased  Percentage  Interests of
the remaining Partners resulting from the redemption.



                                                        -8-


<PAGE>


                                    EXHIBIT D

                         DEATH PURCHASE PRICE AMENDMENT

                           Capitalized  terms  used  in  this  Exhibit  and  not
         otherwise  defined  shall  have the same  meaning  as  provided  in the
         Agreement  of Limited  Partnership  (the  "Partnership  Agreement")  of
         Fayetteville Lithotripters Limited Partnership - South Carolina II (the
         "Partnership").

                         Death Purchase Price Amendment

                           Article  18.6 is hereby  amended to allow the General
         Partner (or in the event the Purchase  Option  Assignment  Amendment is
         approved,  the  Partnership  as  the  General  Partner's  Assignee)  to
         purchase the  Partnership  Interest of a deceased  Limited Partner upon
         exercise of the purchase  option right  granted to the General  Partner
         (or its assignee, the Partnership) during the First Option Period under
         Article  18.1.2,  for a price equal to the greater of (i) the  deceased
         Limited Partner's share of the  Partnership's  book value determined in
         the manner  described in Article  18.6, or (ii) 1.5 times the aggregate
         distribution   attributable   to  such   deceased   Limited   Partner's
         Partnership Interest for the twelve-month period immediately  preceding
         the  Valuation  Date.  At the  Closing  of the sale of the  Partnership
         Interest of a deceased  Limited  Partner,  although  not  necessary  to
         effect the  transfer,  the executor or personal  representative  of the
         deceased Limited  Partner's estate shall,  concurrently with tender and
         receipt of the purchase  price,  deliver to the General  Partner,  duly
         executed  instruments  of transfer and  assignment  assigning  good and
         marketable title to the deceased Limited  Partner's entire  Partnership
         Interest,  free and clear from any liens or  encumbrances  or rights of
         others therein.  The deemed transfer is effective regardless of whether
         the  executor  or  personal  representative  of  the  deceased  Limited
         Partner's estate performs the duties set forth herein.  Notwithstanding
         the date of the Closing, or whether a Closing is successfully held, the
         transfer of a Partnership  Interest of a deceased Limited Partner shall
         be deemed to occur as of the  Valuation  Date.  Further,  in connection
         with the foregoing,  Articles 14 and 17.3 are amended to provide that a
         transferee  of a deceased  Limited  Partner who  receives  such Limited
         Partner's  Partnership  Interest by operation of law or otherwise shall
         have no right to receive any distributions attributable to such Limited
         Partner's  Partnership  Interest after the Valuation  Date,  unless the
         General Partner  consents to the same. The  Partnership  shall have the
         right to deduct  from the  purchase  price  payable  for such  deceased
         Limited Partner's  Partnership Interest the amount of any distributions
         made to the estate of the deceased  Limited Partner after the Valuation
         Date.



                                                        -9-


<PAGE>
                               FIFTH AMENDMENT TO
                       AGREEMENT OF LIMITED PARTNERSHIP OF
       FAYETTEVILLE LITHOTRIPTERS LIMITED PARTNERSHIP - SOUTH CAROLINA II


                  THIS AMENDMENT, effective as of the 1st day of August 1999, is
entered into by and among Lithotripters,  Inc., a North Carolina corporation and
the General Partner of Fayetteville  Lithotripters  Limited  Partnership - South
Carolina II, a South Carolina limited partnership (the  "Partnership"),  and the
Limited Partners of the Partnership.

                                                 R E C I T A L S:
                                                 ---------------

                  1. The General Partner and the Limited  Partners,  hereinafter
collectively  referred  to as  the  "Partners,"  are  parties  to  that  certain
Agreement  of  Limited   Partnership  of  Fayetteville   Lithotripters   Limited
Partnership - South  Carolina II, dated  effective as of March 17, 1989,  and as
subsequently amended (the "Agreement").

     2. The  Partners  desire to further  amend the  Agreement  to  reflect  the
assignment  of  an  aggregate  of  a  2.67%  limited  partner  interest  in  the
Partnership,  respectively,  from Harry W. Kinard, M.D. and Clifton L. Williams,
M.D. to the following individuals: Peter Parramoure, M.D. (.78%); Jim Lugg, J.D.
(.78%); Thomas E. Hamilton, M.D. (.78%); William F. Flanagan, M.D. (.78%); Roger
G. McAlpine,  M.D. (.37);  Preston Turner,  M.D. (.29%);  J. Ronald Smith,  M.D.
(.78%); and J. Robert Monroe, M.D. (.78%), (collectively,  the "Assignees"), and
the admission of the Assignees as substitute Limited Partners.

                  NOW,  THEREFORE,  in  consideration  of the  mutual  promises,
covenants,  conditions and agreements herein contained, the parties hereto agree
as follows:

                           Schedule  A-3 is  deleted in its  entirety  and a new
                           Schedule A-4,  attached hereto, is substituted in its
                           place.

                                             [Signature Page Follows}





                                                        -1-


<PAGE>



                  IN WITNESS WHEREOF, the Partners have hereunto set their hands
and seals effective as of the date first above written.

                                                  GENERAL PARTNER:

                                                  Lithotripters, Inc.


                                       By:

                                              Name:____________________________
                                            Title:_____________________________


                                                  ALL THE LIMITED PARTNERS OF
                                                  THE PARTNERSHIP WHOSE NAMES
                                                  APPEARED ON SCHEDULE A-3

                                                     By:/s/ Joseph Jenkins, M.D.
                                                     ---------------------------

                                                      Joseph Jenkins, M.D.
                                                      Attorney-in-Fact*

--------
     *Pursuant  to a Power of  Attorney  given by the  Limited  Partners  in the
Agreement.



                                                        -2-


<PAGE>

                                                                    SCHEDULE A-4


                        Schedule of Partnership Interests

        FAYETTEVILLE LITHOTRIPTERS LIMITED PARTNERSHIP-SOUTH CAROLINA II

      CONTRIBUTIONS OF CAPITAL TO THE PARTNERSHIP AND PERCENTAGE INTERESTS

                                   Cash                    Percentage
General Partner                Contribution(1)              Interest
---------------                 ------------                --------


Lithotripters, Inc.              $ 19,375                    20.00%
2008 Litho Place, Suite 201
Fayetteville, NC 28304

Limited Partners

Charlton P. Armstrong III           4,000                     4.00%
52 Bear Drive
Greenville, SC 29605

H. Sykes Dehart                     2,750                     3.00%
11 Park Creek Drive
Greenville, SC 29605

R. Douglas DeVore                   2,000                     2.00%
310 Memorial Drive
Greer, SC 29650

Dean M. Dobson                      2,000                     2.00%
Post Office Box 427
Seneca, SC 29679

John S. Evans                       2,000                     2.00%
11 Park Creek Drive
Greenville, SC 29605

William F. Flanagan                 N/A (3)                    .78%

Lawrence Hill                       2,000                     2.00%
527 Mills Avenue
Greenville, SC 29605




                                                        -3-


<PAGE>


                                   Cash                      Percentage
Limited Partners               Contribution                   Interest

Thomas E. Hamilton                  N/A (3)                    .78%

Thomas H. Jordan                    1,125                     1.00%
644 S. Third Street, WC 244
Louisville, KY 40202-2465

David M. Kraebber, M.D.             2,000                     1.33%
404 West 8th Street
Hendersonville, NC 28739

J. Ernest Lathem                    4,000                     4.00%
527 Mills Avenue
Greenville, SC 29605

Lithotripters, Inc.                 N/A(2)                   12.33%
2008 Litho Place, Suite 201
Fayetteville, NC 28304

Woodrow W. Long, Jr.                4,000                     4.00%
18 Memorial Medical Drive
Greenville, SC 29605

Jim Lugg                            N/A (3)                    .78%

R. James McNaughton, Jr.            2,000                     2.00%
317 S. Francis Drive
Suite 210
Greenville, SC 29348

Michael S. Mathers                  4,000                     4.00%
52 Bear Drive
Greenville, SC 29605

Roger G. McAlpine                   N/A (3)                    .37%

Roy M. McCoy                        4,000                     4.00%
527 Mills Avenue
Greenville, SC 29605

J. Robert Monroe                    N/A (3)                   .78%






                                                        -4-


<PAGE>


                                   Cash                      Percentage
Limited Partners               Contribution                   Interest

Arnold P. Mulkey                    4,000                     4.00%
Greenwood Medical Center
Greenwood, SC 29646

Peter Parramoure                    N/A (3)                    .78%

James D. Rice                       2,000                     2.00%
52 Bear Drive
Greenville, SC 29605

J. Ronald Smith                     N/A (3)                    .78%

Colin B. Thomas                     3,000                     2.00%
512 6th Avenue
Hendersonville, NC 28739

Michael D. Turner                   4,000                     4.00%
Greenwood Medical Center
Greenwood, SC 29646

Preston Turner                      N/A (3)                    .29%

Donald R. Vaughn, M.D.              4,000                     4.00%
18 Memorial Drive Extension
Greer, SC 29650

John E. Walton                      4,000                     4.00%
400 Memorial Drive Extension
Greer, SC 29650

Linton B. West, M.D.                2,750                     3.00%
11 Park Creek Drive
Greenville, SC 29605

Norris W. Whitlock                  2,000                     2.00%
310 Memorial Drive
Greer, SC 29650







                                                        -5-


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                                     Cash                      Percentage
Limited Partners                  Contribution                  Interest

David Randall Williams, M.D.        3,000                        2.00%
512 6th Avenue
Hendersonville, NC 28739
                                  ---------                    ---------

          TOTAL                  $ 92,000                        100%






(1)       The cash  contributions  listed reflect the initial  contributions  of
          those Partners who currently hold an interest in the Partnership.

     (2)  Lithotripters,  Inc. received its limited partner interest pursuant to
various assignments from existing limited partners and, therefore,  made no cash
contributions to the Partnership.

     (3)  Received  their  limited   partner   interests   pursuant  to  various
assignments from existing limited partners as of August 1, 1999 and,  therefore,
made no cash contributions to the Partnership.











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