AMENDMENT TO
                       AGREEMENT OF LIMITED PARTNERSHIP OF
           FAYETTEVILLE LITHOTRIPTERS LIMITED PARTNERSHIP - VIRGINIA I


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

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

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

                  2. Effective as of March 1, 1999, the General  Partner and the
requisite  percentage  of the  Limited  Partners  consented  in  writing  to the
following  amendment  to the  Agreement,  such  amendment  intended to allow the
General Partner the authority to periodically  offer and sell additional limited
partner interests (a "Dilution Offering ") to local investors.

                  NOW,  THEREFORE,  in accordance with Articles 28 and 29 of the
Partnership Agreement and pursuant to the written consent of the General Partner
and the requisite  percentage of the Limited Partners,  the parties hereto agree
as follows:

                           The  Agreement  is  hereby  amended  as set  forth in
                           Exhibit A hereto.

                                             [Signature Page Follows]



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

                           GENERAL PARTNER:

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

                                    By:_________________________________________
                                 Title:________________________________________



                                                     ALL THE LIMITED PARTNERS OF
                                                     THE PARTNERSHIP WHOSE NAMES
                                                     APPEARED ON SCHEDULE A-2

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



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                                    EXHIBIT A

                           DILUTION OFFERING AMENDMENT

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

2.   The  purpose of this  Exhibit is to set forth a proposed  amendment  to the
     Partnership  Agreement  that would give the General  Partner the  authority
     periodically  to  offer  and  sell  additional  limited  partner  interests
     ("Dilution Offering") to local Virginia urologists who are not investors in
     the Partnership ("Qualified Investors").  As required by Articles 28 and 29
     of the  Partnership  Agreement,  to be  effective  this  amendment  must be
     approved by the Partners representing two-thirds of the aggregate interests
     in the Partnership.

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

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

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

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



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



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