AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                    TEXAS I PROSTATHERAPY LIMITED PARTNERSHIP

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,  OR REGISTERED OR QUALIFIED  UNDER
ANY STATE  SECURITIES LAWS OR ACTS IN RELIANCE UPON EXEMPTIONS  UNDER SUCH LAWS.
IN ADDITION,  NO TRANSFERS OF LIMITED PARTNERSHIP  INTERESTS MAY BE MADE WITHOUT
COMPLIANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE 16 HEREIN.



<PAGE>



                                    AGREEMENT

                             OF LIMITED PARTNERSHIP

                                       OF

                    TEXAS I PROSTATHERAPY LIMITED PARTNERSHIP

                                TABLE OF CONTENTS


         1.       FORMATION..................................................1
                  ---------

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

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

         4.       PURPOSE....................................................1
                  -------

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

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

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

         8.       CONDITIONS TO THE CAPITAL CONTRIBUTIONS OF CERTAIN LIMITED
                  ----------------------------------------------------------
                  PARTNERS...................................................6
                  --------

         9.       REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GENERAL
                  --------------------------------------------------------
                  PARTNER....................................................7
                  -------

         10.      ADMISSION OF LIMITED PARTNERS..............................8
                  -----------------------------

         11.      CAPITAL ACCOUNTS...........................................8
                  ----------------

         12.      ALLOCATIONS................................................9
                  -----------

         13.      DISTRIBUTIONS.............................................13
                  -------------

         l4.      RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS................13
                  ------------------------------------------

         15.      LIMITED LIABILITY.........................................15
                  -----------------

         16.      TRANSFER OF INTERESTS AND ADMISSION OF PARTNERS...........16
                  -----------------------------------------------


                                                         i


<PAGE>




         17.      OPTIONAL PURCHASE OF LIMITED PARTNERSHIP INTERESTS ON
                  -----------------------------------------------------
                  CERTAIN EVENTS............................................20
                  --------------

         18.      SALE, ASSIGNMENT OR OTHER TRANSFER OF THE GENERAL PARTNER'S
                  -----------------------------------------------------------
                  INTEREST..................................................24
                  --------

         19.      TERMINATION OF THE SERVICES OF THE GENERAL PARTNER........25
                  --------------------------------------------------

         20.      MANAGEMENT AND OPERATION OF BUSINESS......................26
                  ------------------------------------

         21.      RESERVES..................................................29
                  --------

         22.      INDEMNIFICATION AND EXCULPATION OF THE GENERAL PARTNER
                  ------------------------------------------------------
                   .........................................................29

         23.      DISSOLUTION OF THE PARTNERSHIP............................29
                  ------------------------------

         24.      DISTRIBUTION UPON DISSOLUTION.............................31
                  -----------------------------

         25.      BOOKS OF ACCOUNT, RECORDS AND REPORTS.....................31
                  -------------------------------------

         26.      NOTICES...................................................32
                  -------

         27.      AMENDMENTS................................................33
                  ----------

         28.      LIMITATIONS ON AMENDMENTS.................................33
                  -------------------------

         29.      MEETINGS, CONSENTS AND VOTING.............................33
                  -----------------------------

         30.      SUBMISSIONS TO THE LIMITED PARTNERS.......................34
                  -----------------------------------

         31.      ADDITIONAL DOCUMENTS......................................34
                  --------------------

         32.      SURVIVAL OF RIGHTS........................................34
                  ------------------

         33.      INTERPRETATION AND GOVERNING LAW..........................34
                  --------------------------------

         34.      SEVERABILITY..............................................34
                  ------------

         35.      AGREEMENT IN COUNTERPARTS.................................35
                  -------------------------

         36.      THIRD PARTIES.............................................35
                  -------------


                                                        ii


<PAGE>




         37.      POWER OF ATTORNEY.........................................35
                  -----------------

         38.      ARBITRATION...............................................36
                  -----------

         39.      CREDITORS.................................................36
                  ---------


                                    SCHEDULES

Schedule A  -  Schedule of Partnership Interests


                                                        iii


<PAGE>




                                    AGREEMENT

                             OF LIMITED PARTNERSHIP

                                       OF

                    TEXAS I PROSTATHERAPY LIMITED PARTNERSHIP

                  THIS AGREEMENT OF LIMITED  PARTNERSHIP  (the  "Agreement")  is
made as of December 31,  1999,  by and among  PROSTATHERAPIES,  INC., a Delaware
corporation (the "General  Partner"),  and persons listed on Schedule A attached
hereto as the Limited Partners.

                  1.       FORMATION.
                           ---------

                  The  Partnership  was  formed  pursuant  to the  filing in the
Office  of the  Secretary  of State of Texas on or about  August  11,  1997 of a
Certificate of Limited Partnership in accordance with the provisions of the Act.

                  2.       NAME.
                           ----

     2.1  The  name  of  the  Partnership  is  "Texas  I  Prostatherapy  Limited
Partnership."

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

                  3.       OFFICES.
                           -------

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

                  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: (i) to
acquire and operate one or more  Prostatron(R)  Mobile Systems for the treatment
of BPH  primarily  in the Service  Area or in other  location(s)  as the General
Partner may determine,  in its sole  discretion,  to be in the best interests of
the Partnership;  (ii) to acquire and operate in the future any other urological
device(s)  or  equipment,  provided  that  such  equipment  as of  the  date  of
acquisition by the  Partnership  has received FDA premarket  approval;  (iii) to
acquire an interest in any business entity, including,


                                                        -1-


<PAGE>



without  limitation,  a  limited  partnership,   limited  liability  company  or
corporation,  that engages in any business activity described in this Article 4;
and (iv) to  engage  in any and all  activities  incidental  or  related  to the
foregoing, upon and subject to the terms and conditions of this Agreement.

                  5.       TERM.
                           ----

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

                  6.       CERTAIN DEFINED TERMS.
                           ---------------------

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

     Act. The Act means the Texas Revised  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.

                  BHP.  Benign prostatic hyperplasia.


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

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

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

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

                  Dilution  Offering.   As  provided  in  Article  7.4  of  this
Agreement,  the future offering of additional limited  partnership  interests in
the  Partnership  as  determined  by the General  Partner.  Except as  otherwise
provided in Article 7.4, any successful  Dilution Offering will  proportionately
reduce the Percentage Interests of the then current Partners in the Partnership.


                                                        -2-


<PAGE>



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

                  Equipment.   The  equipment  used  in  the  operation  of  the
Prostatron(R)  Mobile System,  including the mobile coach, the Prostatron(R) and
miscellaneous  medical  equipment  and  supplies,  and  any  similar  additional
equipment acquired by the Partnership in the future.

                  FDA.  The United States Food and Drug Administration.


     General Partner.  The general partner of the Partnership,  Prostatherapies,
Inc., a Delaware corporation.

     Initial  Limited  Partner.  James Cochran,  M.D., a resident of Texas.  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 Limited
Partner in accordance with the provisions of this Agreement.

     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 Percentage  Interests in the  Partnership
held by the Limited Partners.

     Memorandum.   The  Confidential   Private   Placement   Memorandum  of  the
Partnership dated June 22, 1999, 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.

     Offering.  The offer to potential  investors  of 320 Units  pursuant to the
Memorandum.




                                                        -3-


<PAGE>



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

     Partnership.  Texas I Prostatherapy  Limited  Partnership,  a Texas limited
partnership.

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

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

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

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

                  Percentage  Interest.  The  interest  of each  Partner  in the
Partnership,  to be  determined  initially  in the case of a Limited  Partner by
reference to his or her Unit ownership based upon the Limited  Partners  holding
an aggregate 80% Percentage Interest in the Partnership,  with each initial Unit
sold representing an initial 0.25% interest.  The General Partner will initially
own a 20%  Percentage  Interest  in  the  Partnership.  A  Partner's  Percentage
Interest may be reduced by a future Dilution Offering.  The Partners' Percentage
Interests in the  Partnership as of the date hereof are as set forth in Schedule
A attached hereto. Any future adjustments in the Partners' Percentage Interests,
due to  future  Dilution  Offerings  or  otherwise,  will also be  reflected  by
amendments to Schedule A.


                                                        -4-


<PAGE>



                  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.

     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.

                  Prostatron(R).     The    Prostatron(R)    Praktis(R)    Model
transurethral  microwave  thermotherapy  device  for  treatment  of BPH which is
manufactured by EDAP Technomed, Inc.. The Prostratron(R) will be acquired by the
Partnership with the proceeds of this Offering and the General Partner's initial
cash contributions upon the successful closing of this Offering.

     Prostatron(R)Mobile  System.  The  mobile  coach  with  the  installed  and
operational Prostatron(R)and ultrasound system.

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

     Sales  Commission.  The $75 sales  commission paid to MedTech  Investments,
Inc. for each Unit sold.

                  Service.  The Internal Revenue Service.


                  Service  Area.  The  geographic  region  in which  Partnership
operations  are expected to be conducted and which is  anticipated to consist of
various  regions in the State of Texas.  The General Partner has sole discretion
to expand the service area.

                  TUMT.  Transurethral microwave thermotherapy.


     Units. The 320 equal limited partner  interests in the Partnership  offered
pursuant to the Memorandum for a price per Unit of $1,875 in cash.

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

                  7.       CAPITAL CONTRIBUTIONS AND DILUTION OFFERINGS.
                           --------------------------------------------

                  7.1  General  Partner  Contribution.  On or before the date of
this  Agreement,  the  General  Partner  will  contribute  to the capital of the
Partnership  cash in the amount  equal to 20% (up to $150,000) of the total cash
contributed to the  Partnership by the Partners in the Offering made pursuant to
the Memorandum.


                                                        -5-


<PAGE>



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

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

                  7.4 Dilution  Offerings.  If the General Partner,  in its sole
discretion,  determines that it is in the best interest of the Partnership,  the
General Partner may, from time to time, offer, sell and issue, for and on behalf
of the Partnership,  additional limited partnership interests in the Partnership
(a  "Dilution  Offering")  to  investors  who are not already  Limited  Partners
("Qualified  Investors").  The primary purpose of any Dilution Offering would be
to raise additional capital for any legitimate  Partnership purpose as set forth
in Article 4. Any limited partnership  interests offered by the Partnership in a
Dilution  Offering  shall  be sold in the  manner  and  according  to the  terms
prescribed in the sole  discretion of the General  Partner;  provided,  however,
that any additional limited partnership interests offered in a Dilution Offering
will be sold for a price no lower than the highest price for which proportionate
limited  partnership  interests in the Partnership  have been previously sold by
the Partnership unless otherwise determined by a vote of the General Partner and
a Majority in Interest of the Limited  Partners.  Notwithstanding  the above, in
the event of a Dilution  Offering,  the General  Partner may elect,  in its sole
discretion,   to  prevent   dilution  of  its  Percentage   Interest  by  either
contributing  additional  capital to the  Partnership  or purchasing  additional
limited partnership  interests in any Dilution Offering.  Limited Partners shall
have no right to purchase  additional  limited partner interests in any Dilution
Offering or to make additional capital contributions or take any other action to
prevent dilution of their Percentage  Interest.  Any sale of additional  limited
partnership  interests  will  result  in  the  proportionate   dilution  of  the
Percentage Interests of the existing Partners.  Any investor acquiring a limited
partnership interest in a Dilution Offering shall agree to be bound by the terms
of this Agreement,  and shall be automatically  admitted as a Limited Partner of
the Partnership.  Any adjustment in the Partners' Percentage Interests resulting
from a  Dilution  Offering  shall be set forth on an  amended  Schedule  A to be
attached hereto.

                  8.       CONDITIONS TO THE CAPITAL CONTRIBUTIONS OF CERTAIN
                           --------------------------------------------------
                           LIMITED PARTNERS.
                           ----------------

                  The  obligations  of  any  Limited  Partners  acquiring  their
Partnership  Interests  in the  Offering  or a  Dilution  Offering  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 9 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.


                                                        -6-


<PAGE>



                  9.       REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
                           ------------------------------------------------
                           GENERAL PARTNER.
                           ---------------

     9.1 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
Texas;

                           (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)  Except  as  disclosed  in  the   Memorandum   or
         documentation  prepared  in  connection  with a Dilution  Offering,  no
         material breach or default adverse to the Partnership  exists under the
         terms of any other material agreement affecting the Partnership; and

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

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

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

          (b) Except as  provided  in Article  18, it will serve as the  General
          Partner of the Partnership until the Partnership is terminated without
          reconstitution; and

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

                  10.      ADMISSION OF LIMITED PARTNERS.
                           -----------------------------

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



                                                        -7-


<PAGE>



persons  subscribing for interests as Limited Partners in the Partnership on the
terms and conditions set forth in this Article 10.

                           (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 or her admission as a Limited Partner;

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

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

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

                  11.      CAPITAL ACCOUNTS.
                           ----------------

                  A Capital  Account shall be  established  for each Partner and
shall at all times be determined  and  maintained  in accordance  with 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 or her
Capital Account or to receive any distribution  from the Partnership,  except as
provided in Articles 13 and 24.

               (a) Each Partners' Capital Account shall be increased by:

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

               (ii) The amount of Profits  allocated  to him or her  pursuant to
          Article 12; 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 12 hereof) of
                  any income or gain exempt from tax.

               (b) Each Partner's Capital Account shall be decreased by:



                                                        -8-


<PAGE>




               (i) The  amount of Losses  allocated  to him or her  pursuant  to
          Article 12; and

                                    (ii) The  amount of  Partnership  Cash Flow,
                  Partnership   Sales  Proceeds  and   Partnership   Refinancing
                  Proceeds distributed to him or her pursuant to Article 13; and

                                    (iii) The  Partner's  pro rata  share of any
                  other expenditures of the Partnership which are not deductible
                  in computing  Partnership  Profits or Losses and which are not
                  added to the tax basis of any Partnership property, including,
                  without   limitation,   expenditures   described   in  Section
                  705(a)(2)(B) of the Code. The Partner's pro rata share of such
                  expenditures  shall be  determined  in the same manner as such
                  Partner's  share of Profits and Losses  allocated  pursuant to
                  Article 12.

                  12.      ALLOCATIONS

               (a)  Nonrecourse  Deductions.  Nonrecourse  Deductions  shall  be
          allocated  among the  Partners  in  accordance  with their  respective
          Percentage Interests.

                           (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 Regulations Section 1.704-2(i).

                           (c)      Profits and Losses.

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

                                    (ii) In no event shall  Losses be  allocated
                  under this  Article  12(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


                                                        -9-


<PAGE>



                  application  of the preceding  sentence  shall be allocated to
                  the General  Partner.  For purposes of this Article  12(c),  a
                  Partner's  Capital  Account  shall be  treated  as  reduced by
                  Qualified   Income   Offset   Items  as  provided  in  Article
                  12(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 12(d), the General Partner
                  shall be allocated  at least 1% of all items of income,  gain,
                  loss, deduction or credit.

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

                                    (i) Partnership 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  12(d)(i) is intended to comply with
                  the minimum gain chargeback requirement in such Section of the
                  Regulations and shall be interpreted consistently therewith.

                                    (ii)  Partner   Minimum   Gain   Chargeback.
                  Notwithstanding  any other provision of this Article 12 except
                  Article  12(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


                                                       -10-


<PAGE>



                  determined in accordance  with  Treasury  Regulations  Section
                  1.704- 2(i)(4).  This Article  12(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
                  12(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  12  have  been
                  tentatively made as if this Article 12(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  Regulation  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  and are  acquired in the
                  Offering in proportion to the respective capital contributions
                  represented by such Units (i.e., $75 in Sales  Commissions per
                  each such Unit).  The purpose of this Article  12(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 12
          and 13 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.

                                    (ii)  Capital  Accounts  shall be reduced by
                  Distributions of Partnership Cash Flow under Article 13(a).

                                    (iii)   Capital Accounts shall be reduced by


                                                       -11-


<PAGE>



                  Distributions of Partnership Sales Proceeds and Partnership
                  Refinancing Proceeds under Article 13(b).

                                    (iv) Capital  Accounts shall be increased by
                  any Minimum Gain Chargeback under Articles 12(d)(i) and (ii).

               (v) Capital  Accounts shall be increased by any Qualified  Income
          Offset under Article 12(d)(iii).

                                    (vi)  Capital  Accounts  shall be reduced by
                  allocations of Nonrecourse Deductions under Article 12(a).

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

                                    (viii)  Capital  Accounts shall be increased
                  by allocations of Profits under Article 12(c).

                                    (ix)  Capital  Accounts  shall be reduced by
                  allocations of Losses under Article 12(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  12(d)(i),  (ii) and (iii) had not
         occurred.

                           (f) Allocations Between Transferor and Transferee. In
         the  event of the  transfer  (other  than the  pledges  of the  General
         Partner's  interest  permitted  by  Article  18  or  Permitted  Pledges
         described  in  Article  16.2(b))  of  all or any  part  of a  Partner's
         interest (in accordance  with the provisions of this  Agreement) in the
         Partnership  at any  time  other  than  at the  end of a  Year,  or the
         admission  of a new  Partner  (in  accordance  with  the  terms of this
         Agreement),  the  transferring  Partner or new  Partner's  share of the
         Partnership's  income, gain, loss,  deductions and credits, as computed
         both for accounting purposes and for federal income tax purposes, shall
         be allocated between the transferor  Partner and the transferee Partner
         (or Partners),  or the new Partner and the other Partners,  as the case
         may be, in the same ratio as the number of days in such Year before and
         after the date of the transfer or admission; provided, however, that if
         there  has  been a sale  or  other  disposition  of the  assets  of the
         Partnership  (or any part thereof)  during such Year,  then the General
         Partner may elect, in its sole discretion,  to treat the periods before
         and after the date of the transfer or  admission as separate  Years and
         allocate the Partnership's net income,  gain, net loss,  deductions and
         credits for each of such deemed  separate  Years.  Notwithstanding  the
         foregoing, the Partnership's "allocable cash basis items," as that term
         is used in


                                                       -12-


<PAGE>



         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.

                  13.      DISTRIBUTIONS.
                           -------------

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

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

                           (c) Distribution in Liquidation.  Upon liquidation of
         the Partnership,  all of the  Partnership's  property shall be sold and
         Profits and Losses allocated accordingly. Proceeds from the liquidation
         of the Partnership shall be distributed in accordance with Article 24.

                  l4.      RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS.
                           ------------------------------------------

                  14.1  Management.  The Limited Partners shall not take part in
the management of the business,  nor transact any business for the  Partnership,
nor  shall  they  have  power  to  sign  for or to  bind  the  Partnership.  The
Partnership may,  however,  contract with one or more Limited Partners to act as
the local medical  director(s) of the  Prostatron(R)  Mobile System.  No Limited
Partner may withdraw from the Partnership except as expressly permitted herein.

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


                                                       -13-


<PAGE>



                  14.3 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 (s)he shall not engage in "Outside Activities" (as defined below) in
the "Market  Area" (as defined  below)  while (s)he is a Limited  Partner in the
Partnership  and shall  otherwise be subject to the  provisions  of this Article
14.3.  The phrase  "Outside  Activities"  means  directly or indirectly  owning,
leasing or  subleasing  a TUMT device (or any  similar  equipment  or  competing
devices used for treating BPH) or any other  therapeutic  equipment  acquired by
the Partnership;  provided that an ownership  interest in the General Partner or
an Affiliate of the General  Partner shall not  constitute an Outside  Activity.
Prohibited  indirect  ownership shall include  without  limitation 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 TUMT device (or similar  equipment or competing  devices used for
treating BPH) or other competing device or equipment, unless the General Partner
determines that such activity by the Limited  Partners is not detrimental to the
best interests of the Partnership. Notwithstanding the above, Outside Activities
shall not include (i) ownership of less than 1% of the capital stock (calculated
on a fully  diluted  basis) of a  corporation  whose stock is publicly  owned or
regularly  traded on any public  exchange,  (ii) any  ownership  interest  in an
entity  engaging  in an  Outside  Activity  acquired  before  the  date  hereof;
provided,  that  the  Limited  Partner  may not  increase  or  enhance  any such
previously held  investment  during the term of the  Partnership,  and (iii) any
other activity determined by the General Partner, in its sole discretion, not to
be 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 17.3 hereof, the withdrawing  Limited Partner shall not, for a period of
two (2) years following the date of 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 14.3, the term "Market Area" shall mean (i) the
area within a fifty (50) 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 thirty  (30) 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 fifteen (15) mile radius
of any Restricted Facility.

                  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 the purchase  rights as provided in Article 17.3 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  14.3.  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.


                                                       -14-


<PAGE>



                  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  14.3,  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 Partnership may invoke the purchase rights provided in
Article  17.3  and  shall be  entitled  to any  other  remedy  at law or  equity
including without limitation an injunction or suit for damages.

                  14.4  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
Partnership  Interests) agrees that at all times during his or her participation
in the Partnership as a Limited Partner and thereafter, (s)he 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 the  Limited
Partner, (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
condition,  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
Partnership  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 14.4 as determined  by the General  Partner,
the Partnership shall be entitled to any remedy at law or equity with respect to
such breach, including without limitation, an injunction or suit for damages.

                  15.      LIMITED LIABILITY.
                           -----------------

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


                                                       -15-


<PAGE>



                  16.      TRANSFER OF INTERESTS AND ADMISSION OF PARTNERS.
                           -----------------------------------------------

                  16.1     Transferability.
                           ---------------

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

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

                           (c) The  Partnership  Interest of any Limited Partner
         shall not be  transferred,  in whole or in part,  except in  accordance
         with the conditions and limitations set forth in Articles 16.2 or 17;

                           (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 16.3 or otherwise provided
         by law and may not be admitted to the  Partnership as a Limited Partner
         except as provided in Article  16.4 or as a General  Partner  except as
         provided in Article 16.5;

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

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

                  16.2     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.

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


                                                       -16-


<PAGE>



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

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

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

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

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

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

                  16.3 Rights of Transferee.  Unless admitted to the Partnership
in accordance  with Article 16.4, 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 or her predecessor in interest,
except that (s)he  shall be entitled to receive and be credited or debited  with
his or her proportionate share of Partnership income,  gains,  Profits,  Losses,
deductions, credits or distributions.

                  16.4  Admission  of  Limited  Partners.  Except  as  otherwise
provided in Article 17, the General Partner, or the transferee of all or part of
the Partnership  Interest of either a General Partner or a Limited Partner,  may
be admitted to the  Partnership  as a Limited  Partner  upon  furnishing  to the
General Partner all of the following:

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


                                                       -17-


<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 properly executed power of attorney substantially identical
          to that contained in Article 37;

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

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

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

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

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

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

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

               (e) A power of attorney substantially identical to that contained
          in Article 37;

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


                                                       -18-


<PAGE>



               (g)  Payment of such  reasonable  expenses  as may be incurred in
          connection with his, her or 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  16.5  except for  subparagraph  16.5(a).  As long as the  transferee
either  controls or is controlled  by the General  Partner or one or more of its
Affiliates,  no  Limited  Partner  consents  will  be  required  to  admit  such
transferee as a general partner to the Partnership.

                  16.6  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
16.5, and may for this purpose  exercise the power of attorney  delivered to the
General Partner pursuant to Article 16.5 or 37. 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 16.4,
16.5 or 37.

                  16.7 Fundamental  Changes.  In the event a plan is approved by
the General Partner and a Majority in Interest of the Limited Partners providing
for the  merger or  consolidation  of the  Partnership  with  another  person or
entity,  or the sale of all or substantially  all of the Partnership  Interests,
including  without  limitation the exchange of Partnership  Interests for equity
interests  in  another  person or entity or for cash or other  consideration  or
combination  thereof,  then and in such  event,  the Limited  Partners  shall be
obligated to take or refrain  from  taking,  as the case may be, such actions as
the plan may provide, including, without limitation, executing such instruments,
and providing such information as the General Partner shall reasonably  request.
Any plan  described  in this  Article  16.7 may also effect an  amendment to the
Partnership Agreement or the adoption of a new partnership agreement as provided
in Section 2.11 of the Act.  The plan may also provide that the General  Partner
and its Affiliates  shall receive fees for services  rendered in connection with
the  operation  of  the  Partnership  or  any  successor  entity  following  the
consummation  of  the  transactions  described  in the  plan,  and  neither  the
Partnership nor the Partners shall have any right by virtue of this Agreement in
the income  derived  therefrom.  Any  securities  or other  consideration  to be
distributed  to the Partners  pursuant to the plan shall be  distributed  in the
manner  set  forth in  Article  24(c)  as  though  the  Partnership  were  being
liquidated.  For this purpose only,  the fair market value of the  securities or
other  consideration  to be  received  pursuant  to the plan shall be treated as
"Profits"  and the capital  accounts of the  Partners  shall be increased in the
manner  provided  in Article  11(a)(ii).  No Partner  shall be  entitled  to any
dissent,  appraisal or similar rights in connection with a plan  contemplated by
this Article 16.7.


                                                       -19-


<PAGE>



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

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

                  17.1 Death. Upon the death of a Limited Partner,  the deceased
Limited  Partner's   executor,   administrator,   or  other  legal  or  personal
representative  shall give written  notice of that fact to the General  Partner.
The General Partner shall have the option to purchase at the Closing (as defined
below) the Partnership Interest of the deceased Limited Partner (whose executor,
administrator  or other  legal or  personal  representative  shall  then  become
obligated  to sell such  Partnership  Interest) at the price  determined  in the
manner  provided  in  Article  17.6  of  this  Agreement  and on the  terms  and
conditions provided in Article 17.7 of this Agreement. The General Partner shall
have a period of thirty (30) days  following  the date of notice of the death of
the Limited Partner (the "Option  Period") within which to notify in writing the
deceased Limited  Partner's  executor,  administrator or other legal or personal
representative,  whether the General Partner wishes to purchase all or a portion
of the  Partnership  Interest of the deceased  Limited  Partner.  If the General
Partner  does not elect to  purchase  the  entire  Partnership  Interest  of the
deceased  Limited  Partner before the expiration of the Option Period and in the
manner provided  herein,  the portion of the Partnership  Interest not purchased
shall be held by the deceased Limited Partner's executor, administrator or other
legal  representative  pursuant  to the  terms of this  Agreement.  The  General
Partner, in its sole discretion,  may elect to assign its rights to purchase the
Partnership  Interest of the deceased Limited Partner under this Article 17.1 to
the Partnership and, in such case, the Partnership shall have the same rights as
provided for the General Partner in this Article 17.1.

                  17.2  Bankruptcy,  Insolvency  or  Assignment  for  Benefit of
Creditors of a Limited  Partner.  In the event that an  involuntary or voluntary
proceeding  under the  Federal  Bankruptcy  Code,  as  amended,  is filed for or
against any Limited Partner,  or if any Limited Partner shall make an assignment
for the benefit of his  creditors,  or if any Limited  Partner has a receiver or
custodian  appointed for his assets,  or any Limited Partner  generally fails to
pay his debts when due, the insolvent  Limited Partner shall give written notice
(the "Notice of Insolvency")  to the General Partner of the  commencement of any
such  proceeding  or the  occurrence of such event within five days of the first
notice to him of such  commencement  or  occurrence  of such event.  The General
Partner shall have the option to purchase at the Closing (as defined  below) the
Partnership  Interest of the  insolvent  Limited  Partner  (which the  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) at the
price determined in the manner provided in Article 17.6 of this Agreement and on
the terms and conditions provided in Article 17.7 of this Agreement. The General
Partner shall have a period of thirty (30) days following the date of the Notice
of  Insolvency  (the  "Option  Period")  within  which to notify in writing  the
insolvent Limited Partner or his trustee, custodian, receiver, or other legal or
personal representative, whether the General Partner wishes to purchase all or a
portion of


                                                       -20-


<PAGE>



the  Partnership  Interest  of the  insolvent  Limited  Partner.  If the General
Partner  does not elect to  purchase  the  entire  Partnership  Interest  of the
insolvent  Limited Partner before the expiration of the Option Period and in the
manner provided  herein,  the portion of the Partnership  Interest not purchased
shall be held by the  insolvent  Partner,  his trustee,  custodian,  receiver or
other legal or personal  representative pursuant to the terms of this Agreement.
The General Partner,  in its sole discretion,  may elect to assign its rights to
purchase the  Partnership  Interest of an insolvent  Limited  Partner under this
Article 17.2 to the Partnership  and, in such case, the  Partnership  shall have
the same rights as provided for the General Partner in this Article 17.2.

                  17.3 Breach of Article 14.3. In the event the General  Partner
either  receives a Notice of  Withdrawal as provided in Article 14.3 or receives
notice of a breach of Article 14.3 by or with respect to a Limited  Partner (the
"Competing  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 17.3. If the General  Partner  elects to enforce
the  provisions  of this Article  17.3,  the General  Partner shall give written
notice of such  election  (the  "Notice of Default")  to the  Competing  Limited
Partner  within 180 days of the date the  General  Partner  first  received  the
Notice of  Withdrawal or notice of the  defaulting  event.  The General  Partner
shall  have the  option to  purchase  at the  Closing  (as  defined  below)  the
Partnership  Interest of the  Competing  Limited  Partner  (which the  Competing
Limited Partner shall then become  obligated to sell) at the price determined in
the manner  provided  in  Article  17.6 of this  Agreement  and on the terms and
conditions provided in Article 17.7 of this Agreement. The General Partner shall
have a period of  thirty  (30) days  following  the date it sends the  Notice of
Default (the "Option  Period")  within which to notify in writing the  Competing
Limited  Partner,  whether the  [General  Partner]  wishes to purchase  all or a
portion of the Partnership  Interest of the Competing  Limited  Partner.  If the
General  Partner does not elect to purchase the entire  Partnership  Interest of
the Competing  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 Competing  Limited Partner  pursuant to the terms
of this Agreement.  The General Partner,  in its sole  discretion,  may elect to
assign its rights to purchase the  Partnership  Interest of a Competing  Limited
Partner  under this  Article  17.3 to the  Partnership  and,  in such case,  the
Partnership  shall have the same rights as provided  for the General  Partner in
this Article 17.3.

                  17.4  Domestic  Proceeding.  In the  event  that a spouse of a
Limited Partner  commences  against a Limited  Partner,  or a Limited Partner is
named in, a Domestic  Proceeding,  the Limited Partner shall give written notice
(the "Notice of Domestic Proceeding") to the General Partner of the commencement
of any such  proceeding  within  five  days of the  first  notice to him of such
commencement.  The  General  Partner  shall have the option to  purchase  at the
Closing  (as defined  below) the  Partnership  Interest  of the Limited  Partner
involved in the Domestic Proceeding (which the Limited Partner shall then become
obligated to sell),  at the price  determined in the manner  provided in Article
17.6 of this Agreement and on the terms and conditions  provided in Article 17.7
of this  Agreement.  The General Partner shall have a period of thirty (30) days
following the date of the Notice of Domestic  Proceeding  (the "Option  Period")
within which to notify in writing the Limited  Partner  involved in the Domestic
Proceeding, whether the General Partner


                                                       -21-


<PAGE>



wishes to purchase all or a portion of the Partnership  Interest of such Limited
Partner.  If the  General  Partner  does not elect to purchase  the  Partnership
Interest of the Limited Partner involved in the Domestic  Proceeding  before the
expiration of the Option Period and in the manner provided  herein,  the portion
of the Partnership  Interest not purchased shall be held by such Limited Partner
pursuant  to the  terms of this  Agreement.  The  General  Partner,  in its sole
discretion,  may elect to assign its rights to purchase the Partnership Interest
of the Limited Partner  involved in the Domestic  Proceeding  under this Article
17.4 to the Partnership  and, in such case, the Partnership  shall have the same
rights as provided for the General Partner in this Article 17.4.

                  17.5 Divestiture  Option.  If state or federal  regulations or
laws are enacted or applied, or if any other legal developments occur, which, in
the opinion of the General Partner  adversely  affect (or potentially  adversely
affect) the operation of the Partnership  (e.g., the enactment or application of
prohibitory physician  self-referral  legislation against the Partnership or its
Partners),  the General Partner shall promptly  either,  in its sole discretion,
(i) take the steps outlined in this Article 17.5 to divest the Limited  Partners
of their Partnership Interests,  or (ii) dissolve the Partnership as provided in
Article  23.1(e).  If the General Partner chooses option (i), it shall deliver a
written  notice to all of the Limited  Partners (the "Notice of  Election")  and
purchase such Partnership  Interests for its own account.  The purchase price to
be paid for each  Partnership  Interest  shall be  determined  in the  manner as
provided in Article 17.6 and shall be on the terms and conditions as provided in
Article  17.7.  The transfer of the  Partnership  Interests,  the payment of the
purchase price and the  assumption of the Limited  Partners'  obligations  under
their respective  Guaranties (as provided in Article 17.6) shall be made at such
time as  determined  by the General  Partner to be in the best  interests of the
Partnership  and its  Limited  Partners.  Each  Limited  Partner  hereby  makes,
constitutes and appoints the General  Partner,  with full power of substitution,
his true and lawful  attorney-in-fact,  to take such  actions and  execute  such
documents  on his behalf to effect the transfer of his  Partnership  Interest as
provided in this Article  17.5.  The  foregoing  power of attorney  shall not be
affected by the  subsequent  incapacity,  mental  incompetence,  dissolution  or
bankruptcy of any Limited Partner.

                  17.6  Purchase  Price.  The purchase  price to be paid for the
Partnership  Interest of any Limited  Partner whose interest is being  purchased
pursuant to the  provisions  of Articles  17.1,  17.2,  17.3,  17.4 or 17.5 (the
"Selling  Limited  Partner")  shall be determined in the manner provided in this
Article 17.6. The purchase price for a Partnership  Interest  purchased pursuant
to the provisions of Articles 17.1,  17.2, 17.3, 17.4 or 17.5 shall be an amount
equal to the Limited Partner's share of the Partnership's book value, if any, as
reflected  by  the  Limited   Partner's   capital  account  in  the  Partnership
(unadjusted  for any  appreciation  in  Partnership  assets  and as  reduced  by
depreciation  deductions  claimed by the Partnership for tax purposes) as of the
Valuation  Date. The Valuation Date means the last day of the month  immediately
preceding the month in which occurs: (i) the death of a Selling Limited Partner,
in the case of a purchase by reason of death;  (ii) the bankruptcy or insolvency
of a  Selling  Limited  Partner  in the case of a  purchase  by  reason  of such
bankruptcy or insolvency; (iii) the Notice of Withdrawal or breach of Article 14
as provided in Article  17.3 in the case of a purchase by reason  thereof;  (iv)
the commencement of the Domestic Proceeding, in the case of a purchase by reason
thereof; or (v) the Notice of Election as provided in Article 17.5, in the


                                                       -22-


<PAGE>



in the  case  of a  purchase  by  reason  thereof.  Any  Limited  Partner  whose
Partnership  Interest is purchased  pursuant to the  provisions of Article 17.1,
17.2,  17.3,  17.4 or 17.5 shall be entitled  only to the  purchase  price which
shall be paid at the Closing in cash (or by certified  or  cashier's  check) and
shall not be entitled to any Partnership  distributions made after the Valuation
Date.  The  Partnership  shall  have the right to deduct  the amount of any such
distributions  made to the Selling Limited Partner after the Valuation Date from
the purchase price. The transfer of a Partnership  Interest of a Selling Limited
Partner  shall be  deemed to occur as of the  valuation  Date,  and the  Selling
Limited  Partner shall have no voting or other rights as a Limited Partner after
such date.  Such price is likely to be  considerably  less than the fair  market
value of the Limited  Partner's  interest in the Partnership and may not provide
any positive return on the Limited  Partner's  investment.  Because  Partnership
losses,  depreciation  deductions and Distributions reduce capital accounts, and
because appreciation in Partnership assets is not reflected in capital accounts,
it is the opinion of the General  Partner that the option purchase price will be
nominal in amount.

                  17.7     Closing.
                           -------

                  17.7.1  Closing  of  Purchase  and Sale.  The  Closing  of any
         purchase and sale of a Partnership  Interest  pursuant to Article 17.1,
         17.2,  17.3,  17.4 or 17.5 of this  Agreement  shall  take place at the
         principal office of the Partnership,  or such other place designated by
         the General Partner, on the date determined as follows (the "Closing"):

                           (a) In the case of a purchase  and sale  occurring by
         reason of the death of a Limited Partner as provided in Article 17.1 of
         this  Agreement,  the Closing shall be held on the thirtieth day (or if
         such  thirtieth  day is not a  business  day,  the  next  business  day
         following the thirtieth day) next following the last to occur of:

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

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

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

                           (b) In the case of a purchase  and sale  occurring by
         reason of the  occurrence  of one of the  events  described  in Article
         17.2,  17.3, 17.4 or 17.5 of this Agreement,  the Closing shall be held
         on the thirtieth  day (or if such  thirtieth day is not a business day,
         the next business day following the thirtieth  day) next  following the
         later to occur of:


                                                       -23-


<PAGE>



               (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,  although not  necessary  to effect the  transfer,  the
         Selling Limited Partner shall  concurrently  with tender and receipt of
         the applicable  purchase price,  deliver to the purchaser duly executed
         instruments of transfer and  assignment,  assigning good and marketable
         title to the  portion or  portions  of the  Selling  Limited  Partner's
         entire  Partnership  Interest thus  purchased,  free and clear from any
         liens  or  encumbrances  or  rights  of  others  therein.  The  parties
         acknowledge  that occurrence of any of the triggering  events described
         in Article 17.1,  17.2,  17.3, 17.4 or 17.5 and compliance with all the
         Articles  of this  Agreement,  except  the  execution  of the  transfer
         documents  by the Selling  Limited  Partner as  provided  above in this
         Article 17.7.1,  are sufficient to effect the complete  transfer of the
         Selling Limited Partner's  Partnership Interest and the Selling Limited
         Partner shall be deemed to consent to admission of the  transferee as a
         substitute Limited Partner.  Notwithstanding the date of the Closing or
         whether a Closing is  successfully  held, the transfer of a Partnership
         Interest of a Selling  Limited  Partner  shall be deemed to occur as of
         the Valuation Date as defined in Article 17.6.  The deemed  transfer is
         effective  regardless of whether the Selling Limited  Partner  performs
         the duties set forth in this Article 17.7.1.

                           (c) In case of a purchase  occurring by reason of the
         occurrence of an event  described in Article 17.5, the Closing shall be
         held as soon as possible  following the  determination  of the purchase
         price.

                  17.7.2  Terms and  Conditions  of  Purchase.  The  Partnership
         Interest of a Limited  Partner shall not be  transferred to any Partner
         unless the  requirements  of Articles 16.2 and 16.4 (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.      SALE, ASSIGNMENT OR OTHER TRANSFER OF THE GENERAL
                           -------------------------------------------------
                           PARTNER'S INTEREST.
                           ------------------

                  18.1  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.


                                                       -24-


<PAGE>



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

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

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

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

                  Notwithstanding the foregoing provisions of this Article 18.3,
the General  Partner may pledge its  interest  in the  Partnership  to any bank,
insurance   company  or  other  financial   institution  to  secure  payment  of
indebtedness.

                  19.      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.

                  20.      MANAGEMENT AND OPERATION OF BUSINESS.
                           ------------------------------------

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


                                                       -25-


<PAGE>



                  20.2 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.

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

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

               (a) To conduct the Offering  and any Dilution  Offering on behalf
          of the Partnership;

                           (b) To acquire on behalf of the  Partnership  (i) one
         or  more  Prostatron(R)  Mobile  Systems;  (ii)  any  other  urological
         device(s)  or  equipment  so  long  as such  device  has FDA  premarket
         approval at the time it is required  by the  Partnership;  or (iii) any
         other assets or equipment or an interest in another  entity  consistent
         with  the  purposes  of  the  Partnership  as  provided  in  Article  4
         (collectively,  the  "Additional  Assets"),  at such  times and at such
         price and upon such terms,  as the General  Partner  deems to be in the
         best interest of the Partnership;

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

               (d)  To  exercise  the  option  of  the  General  Partner  or the
          Partnership  to  purchase  a Limited  Partner's  Partnership  Interest
          pursuant to Article 17;



                                                       -26-


<PAGE>



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

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

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

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

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

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

                           (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 and provide  materials,  including,  but
         not limited to, management services,  professional services, accounting
         services,  quality  assessment  services,  legal  services,   marketing
         services, maintenance services or provide materials; and if such person
         is a Partner or an Affiliate of a Partner,  (s)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  Partnership's
         business  for a  monthly  fee  equal  to the  greater  of  7.5%  of net
         Partnership  Cash Flow per month or $8,000 per month  (beginning  as of
         the Closing  Date but not to be paid for more than four  months  before
         the month in which Partnership's treatment


                                                       -27-


<PAGE>



         operations  commence).  All costs incurred by the General Partner under
         the Management Agreement shall be paid or reimbursed by the Partnership
         directly.  The Partnership may also contract with healthcare facilities
         and/or qualified  physicians  desiring to use its Prostatron(R)  Mobile
         System  for the  treatment  of  patients.  Owning  an  interest  in the
         Partnership shall not be a condition to using the Prostatron(R)  Mobile
         System. The General Partner and its Affiliates may engage in or possess
         an interest in other  business  ventures of any nature and  description
         independently  or with  others,  including,  but not  limited  to,  the
         operation  of a  fixed-base  or mobile  TUMT unit,  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.

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

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

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

               (c)  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.

                  21.      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.


                                                       -28-


<PAGE>



                  22.      INDEMNIFICATION AND EXCULPATION OF THE GENERAL
                           PARTNER.

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

                  22.2 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.

                  23.      DISSOLUTION OF THE PARTNERSHIP.
                           ------------------------------

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

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

                           (b) The  filing  by, on behalf  of,  or  against  the
         General Partner of any petition or pleading,  voluntary or involuntary,
         to declare the General  Partner  bankrupt  under any  bankruptcy law or
         act, or the  commencement in any court of any proceeding,  voluntary or
         involuntary,  to declare the General Partner insolvent or unable to pay
         its debts, or the appointment by any court or supervisory  authority of
         a  receiver,  trustee or other  custodian  of the  property,  assets or
         business of the General  Partner or the  assignment by it of all or any
         part of its  property or assets for the benefit of  creditors,  if said
         action,  proceeding  or  appointment  is  not  dismissed,   vacated  or
         otherwise terminated within ninety (90) days of its commencement;

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

                           (d) The  occurrence  of an event  described in a plan
         approved  by the  General  Partner  and a Majority  in  Interest of the
         Limited Partners  pursuant to Article 16.7 resulting in the dissolution
         of the Partnership;


                                                       -29-


<PAGE>



               (e)  The  election  of  the  General   Partner  to  dissolve  the
          Partnership  following the occurrence of an event described in Article
          17.5;

                           (f) Except as otherwise provided in any plan approved
         by the  General  Partner  and a Majority  in  Interest  of the  Limited
         Partners  pursuant  to  Article  16.7,  the  sale,  exchange  or  other
         disposition  of  all  or  substantially  all  of  the  property  of the
         Partnership without making provision for the replacement thereof; or

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

                  23.2  Notwithstanding  the  provisions  of Article  23.1,  the
Partnership   shall  not  be  dissolved  and  terminated  upon  the  retirement,
resignation,  bankruptcy,  assignment for the benefit of creditors, dissolution,
death,  disability or legal  incapacity of a general  partner,  and its business
shall continue  pursuant to the terms and conditions of this  Agreement,  if any
general partner or general partners remain  following such event;  provided that
such  remaining  general  partner or general  partners  are hereby  obligated to
continue the business of the  Partnership.  If no general  partner remains after
the  occurrence of such event,  the business of the  Partnership  shall continue
pursuant to the terms and conditions of this  Agreement,  if, within ninety (90)
days after the  occurrence of such event,  a Majority in Interest of the Limited
Partners agree in writing to continue the business of the  Partnership,  and, if
necessary,  to  the  appointment  of one  or  more  persons  or  entities  to be
substituted as the general  partner.  In the event the Limited Partners agree as
provided  above to continue  the  business of the  Partnership,  the new general
partner or general  partners shall succeed to all of the powers,  privileges and
obligations of the General Partner,  and the General  Partner's  interest in the
Partnership shall become a Limited Partner's interest hereunder. Furthermore, in
the event a remaining general partner or the Limited  Partners,  as the case may
be, agree to continue the business of the  Partnership as provided  herein,  the
remaining  general  partner or the newly  appointed  general  partner or general
partners,  as the case may be, shall take all steps necessary and appropriate to
prepare and record an amendment to the  Certificate  of Limited  Partnership  to
reflect the continuation of the business of the Partnership and the admission of
a new general partner or general partners, if any.

                  24.      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;



                                                       -30-


<PAGE>



                           (b) Second, to the creation of any reserves which the
         General Partner (or such  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 12, 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.

                  25.      BOOKS OF ACCOUNT, RECORDS AND REPORTS.
                           -------------------------------------

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

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

                  25.3 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 or as  otherwise  required by law a copy of the  Partnership's  original
Certificate of Limited  Partnership and any  certificate of amendment,  restated
certificate, or certificate of cancellation, if any.


                                                       -31-


<PAGE>



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

                  25.5 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)-1,  as modified from time to time. In its capacity as Tax Matters
Partner,  the General Partner shall oversee the Partnership's tax affairs in the
manner which, in its best judgment, is in the interests of the Partners.

                  26.      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 or her 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.

                  27.      AMENDMENTS.
                           ----------

                  Subject to the  provisions  of Article 28, this  Agreement  is
subject to  amendment  only by  written  consent of the  General  Partner  and a
Majority in Interest of the Limited Partners;  provided, however, the consent of
the Limited Partners shall not be required if such amendments are ministerial in
nature and do not contravene the provisions of Article 28.  Further,  no Limited
Partner  consent shall be required to amend  Schedule A to reflect the admission
of  Partners  as  contemplated  by the  Offering,  any  Dilution  Offering or as
otherwise herein permitted.


                                                       -32-


<PAGE>



                  28.      LIMITATIONS ON AMENDMENTS.
                           -------------------------

                  Notwithstanding  the provisions of Article 27, 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 Article 12, 13, 15 or 24
         without the approval of the General  Partner and a Majority in Interest
         of the Limited Partners;  provided,  however,  that the General Partner
         may at any time amend such Articles  without the consent of the Limited
         Partners in order to permit the Partnership allocations to be sustained
         for federal  income tax  purposes,  but only if such  amendments do not
         materially  affect  adversely the rights and obligations of the Limited
         Partners, in which case such amendments may only be made as provided in
         this Article 28(b); or

               (c) Amend this Article 28 without the consent of all Partners.

                  29.      MEETINGS, CONSENTS AND VOTING.
                           -----------------------------

                  29.1 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  generally  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.

     29.2 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.


                                                      -33-


<PAGE>



                  29.3 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.

                  30.      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.

                  31.      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.

                  32.      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.

                  33.      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 Texas  without  giving
effect to the conflicts of laws provisions thereof.

                  34.      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.

                  35.      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


                                                       -34-


<PAGE>



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.

                  36.      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.

                  37.      POWER OF ATTORNEY.
                           -----------------

                  Each Limited  Partner hereby makes,  constitutes  and appoints
Joseph  Jenkins,  M.D.  and David  Vela,  M.D.,  severally,  with full  power of
substitution,  his or her true and lawful attorneys- in-fact, for him or her and
in his or her name,  place and stead and for his or her 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,  legal
incapacity,  dissolution  or  bankruptcy  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 or her 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
bankruptcy,  dissolution,  incapacity  or  mental  incompetence  of any  Limited
Partner.

                  38.      ARBITRATION.
                           -----------

                  Any  dispute  arising  out  of  or  in  connection  with  this
Agreement or the breach thereof shall be decided by arbitration in Austin, Texas
in accordance with the then effective commercial


                                                       -35-


<PAGE>



arbitration rules of the American Arbitration Association,  and judgment thereof
may be entered in any court having jurisdiction thereof.

                  39.      CREDITORS.
                           ---------

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

                                             [signature page follows]



                                                       -36-


<PAGE>



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

                                                     GENERAL PARTNER:

                                                By:      PROSTATHERAPIES, INC.,
                                                         a Delaware corporation


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


ATTEST:

_________________________                                  [CORPORATE SEAL]
Secretary

                                                     INITIAL LIMITED PARTNER:
                                                     -----------------------


                                                     /s/ James Cochran, M.D.
                                                     -----------------------
                                                     James Cochran, M.D.




                                                       -37-


<PAGE>



STATE OF ____________________)
                                            )
COUNTY OF __________________                         )

                  On this  _______  day of  ___________,  _____,  before me, the
undersigned  Notary Public in and for the County of _______________ in the State
of ___________________________, personally came Joseph Jenkins, M.D., who, being
by me duly sworn, said that he is President of  Prostatherapies,  Inc., the sole
general  partner of Texas I  Prostatherapy  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 Stan
Johnson, 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.

                                                     Notary Public

My commission expires:

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



STATE OF ________________                   )
                                            )
COUNTY OF ______________                    )

                  I, _______________________________, a notary public in and for
the State and County set forth  above,  do hereby  certify  that James  Cochran,
M.D.,  personally appeared before me this _____ day of _____________,  _____ and
acknowledged and swore to the due execution of the foregoing Limited Partnership
Agreement in his capacity as the initial limited partner.

                                                     Notary Public

My commission expires:

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





                                                       -38-


<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  Texas  I  Prostatherapy  Limited  Partnership,  and  his or her
intention to be legally bound thereby.

                  Dated this _________ day of ___________________, _______.




                                                     Signature

                                                     Printed Name

STATE OF _______________                    )
                                            )
COUNTY OF _____________                     )


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

                                                     Signature of Notary Public

                                                     Printed Name of Notary

My Commission Expires:

---------------------------
[SEAL]

                                                       -39-


<PAGE>
                                  SCHEDULE A-1


                        Schedule of Partnership Interests

                    Texas I Prostatherapy Limited Partnership

           CONTRIBUTIONS OF CAPITAL TO THE PARTNERSHIP AND GUARANTIES

                                  Cash Contribution         Percentage Interest

General Partner

Prostatherapies, Inc.                  $147,488                      20
1301 Capital of Texas Highway
Suite C-300
Austin, TX  78746

Limited Partners

Danilo Asase                              1,875                      0.25
Charles Bamberger                        30,000                      4
Marc T. Barrett                           1,875                      0.25
Steve Best                                7,500                      1
Christopher Brehm                         7,500                      1
Robert M. Brenner                         7,500                      1
James Cochran                            30,000                      4
Robert Corwin                             3,750                      0.5
Stephen Corwin                            3,750                      0.5
Richard B. Dulany                         1,875                      0.25
William P. Fitch, III                     7,500                      1
Ralph Fritzsch                            3,750                      0.5
Frederick M. Fry                          1,875                      0.25
Carole Gordon                             7,500                      1
Rudy Haddad                               7,500                      1
Martin E. Hanisch                         1,875                      0.25
Wayne A. Hey                              7,500                      1
Ira Hollander                             5,625                      0.75
Madelyn Holzman                           7,500                      1
Daniel Johnson                            3,750                      0.5
John Johnson                              7,500                      1





<PAGE>



                                  Cash Contribution         Percentage Interest

Alfred A. Kopecky                         7,500                       1
Edward M. Lee                             7,500                       1
Barney Maddox                             3,750                       0.5
David W. McNichols                        5,625                       0.75
Raul Mireles                              7,500                       1
Yondell E. Moore                          3,750                       0.5
Michael Newell                            9,375                       1.25
Dennis Ortiz                              3,750                       0.5
M. Sheldon Polsky                         7,500                       1
John A. Pumphrey                          7,500                       1
William Risk                             18,750                       2.5
Dave Rittenhouse                          3,750                       0.5
Lewis Russell                             7,500                       1
Clifford T. Sarnacki                      7,500                       1
Michael F. Sarosdy                        7,500                       1
Randall Singleton                         9,375                       1.25
Howard Solomon                            9,375                       1.25
C. Ritchie Spence                        13,125                       1.75
Robert G. Stroud                          7,500                       1
Leopoldo Tecauanhuey                      7,500                       1
Addison E. Thurman                        7,500                       1
James B. Tyree                            7,500                       1
Michael Walter                            1,875                       0.25
Gordon R. Welch                           1,875                       0.25
Marshall Wiener                           1,875                       0.25
Donald Willis                             7,500                       1
Sidney Worsham                            1,875                       0.25
Randolph Zuber                            5,625                       0.75
Prostatherapies, Inc.                   241,200                      33.5
                                        -------                     ----
         TOTAL                          737,438                     100%




                                        2


<PAGE>