Name of Prospective Assignee







                 TEXAS LITHOTRIPSY LIMITED PARTNERSHIP VII, L.P.

              A Limited Partnership Formed Under the Laws of Texas

                         CONFIDENTIAL ASSIGNMENT SUMMARY

                           Sale by Lithotripters, Inc.

                                       of

                    21 Units of Limited Partnership Interest

                            MEDTECH INVESTMENTS, INC.

                              Exclusive Sales Agent

                                2008 Litho Place

                       Fayetteville, North Carolina 28304

                                 1-800-682-7971




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R##375388 v1 - CONFIDENTIAL ASSIGNMENT SUMMARY.doc

                  The Date of this Summary is February 29, 2000

                  SUMMARY OF ASSIGNMENT OF LIMITED PARTNERSHIP

          INTERESTS OF TEXAS LITHOTRIPSY LIMITED PARTNERSHIP VII, L.P.

                  Lithotripters,  Inc. ("Litho"),  a North Carolina corporation,
and the general partner of Texas  Lithotripsy  Limited  Partnership VII, L.P., a
Texas  limited  partnership  (the  "Partnership"),  hereby  offers  for sale and
assignment  on the terms  set forth  herein,  a maximum  of 21 units of  limited
partnership  interest  (collectively,   the  "Partnership   Interests")  in  the
Partnership issued to and held by Litho. Each Partnership Interest represents an
initial  0.19%  economic  interest  in  the  Partnership,  and  the  Partnership
Interests  are offered for  assignment  at a price per  Partnership  Interest of
$5,688 in cash. See "The Partnership - Dilution of Limited Partners'  Interests"
and "The  Offering  - Terms of the  Offering."  Prospective  assignees  who meet
certain  requirements may be able to personally  borrow funds from a third-party
bank in order to pay for a portion of their Partnership Interest purchase price.
See "The Offering - Limited Partner Loans" below. Each prospective assignee is a
current  limited  partner of the Partnership and may purchase up to a maximum of
an aggregate .57%  Partnership  Interest.  The Partnership has been in operation
since January 1999 and is the successor by merger (the  "Merger") to three other
affiliated  lithotripsy limited partnerships.  The Partnership owns and operates
three mobile lithotripsy systems for the lithotripsy of kidney stones at various
locations in Texas,  Oklahoma  and  Arkansas  and has  acquired a fourth  mobile
lithotripter.  See "The  Partnership - Selection and  Acquisition  of New Mobile
Lithotripsy System."

                  As the Partnership Interests being offered are owned by Litho,
Litho (not the  Partnership)  will  receive any  proceeds  from the sale of such
Partnership  Interests.  Partnership  Interests may only be purchased by persons
meeting  certain  suitability  standards as provided  herein.  See "Terms of the
Offering - Suitability Standards." An investment in the Partnership Interests is
a long-term  investment  and should not be made by persons who need liquidity in
their investments.

                  THE  PARTNERSHIP  INTERESTS ARE BEING  OFFERED  PURSUANT TO AN
EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND APPLICABLE STATE SECURITIES LAWS. A REGISTRATION STATEMENT RELATING
TO THESE SECURITIES HAS NOT BEEN FILED WITH ANY STATE SECURITIES  AGENCY OR WITH
THE SECURITIES AND EXCHANGE COMMISSION.

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

                  NEITHER THE SECURITIES  AND EXCHANGE  COMMISSION NOR ANY STATE
REGULATORY BODY HAS PASSED UPON THE VALUE OF THE PARTNERSHIP INTERESTS, MADE ANY
RECOMMENDATIONS  AS TO THEIR  PURCHASE,  APPROVED OR  DISAPPROVED  THE SALE,  OR
PASSED UPON THE ADEQUACY OR ACCURACY OF THIS SUMMARY.  ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.

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

                  THE  PARTNERSHIP  INTERESTS  ARE  SUBJECT TO  RESTRICTIONS  ON
TRANSFERABILITY  AND  RESALE  AND MAY NOT BE  TRANSFERRED  OR  RESOLD  EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION  THEREFROM.  NO PUBLIC OR
OTHER MARKET EXISTS OR WILL DEVELOP FOR THE PARTNERSHIP  INTERESTS.  PARTNERSHIP
INTERESTS ARE NOT TRANSFERABLE  WITHOUT THE CONSENT OF LITHO AND SATISFACTION OF
CERTAIN OTHER  CONDITIONS  INCLUDING THE  AVAILABILITY OF AN EXEMPTION UNDER THE
SECURITIES  ACT OF 1933 AND VARIOUS  STATE  SECURITIES  LAWS.  INVESTORS  SHOULD
PROCEED ONLY ON THE  ASSUMPTION  THAT THEY MAY HAVE TO BEAR THE ECONOMIC RISK OF
AN INVESTMENT IN THE PARTNERSHIP INTERESTS FOR AN INDEFINITE PERIOD OF TIME.

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


            OFFERING MEMORANDUM AND CERTAIN SUPPLEMENTAL INFORMATION

                  The sole  purpose of this summary  (the  "Summary")  is to set
forth the terms and  conditions of the sale and  assignment  of the  Partnership
Interests in the Partnership by Litho, and to provide information concerning the
Partnership's operations since the consummation of the Merger on January 1, 1999
and the  related  closing  on  February  2,  1999 of the  Partnership's  initial
offering of limited  partnership  interests (the  "Offering").  The terms of the
Partnership's  Offering  and  a  description  of  its  business  and  the  risks
associated  with  an  investment  in  the  Partnership  are  set  forth  in  the
Partnership's Confidential Private Placement Memorandum dated September 4, 1998,
as amended and as supplemented (the  "Memorandum"),  and are incorporated herein
by reference.  A copy of the Memorandum  accompanies  this Summary.  Prospective
assignees  are also urged to review  carefully  the  Partnership's  Agreement of
Limited Partnership,  a conformed copy of which has previously been delivered to
each Assignee and is also  available  from Litho upon request (the  "Partnership
Agreement").  Capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Memorandum.

                  IN MAKING AN INVESTMENT DECISION,  PROSPECTIVE  ASSIGNEES MUST
RELY ON THEIR OWN EXAMINATION OF THE  PARTNERSHIP,  ITS BUSINESS AND OPERATIONS.
PROSPECTIVE  ASSIGNEES  SHOULD  NOTE  THAT  AN  INVESTMENT  IN  THE  PARTNERSHIP
INTERESTS IS SUBJECT TO CERTAIN RISKS. SEE "RISK FACTORS" IN THE MEMORANDUM.

                  Between  September  4, 1998 and the  closing of the  Offering,
certain  terms of the  Offering  changed  as  reflected  in  supplements  to the
Memorandum,  copies of which  are  herewith  provided  and  should be  carefully
reviewed.  In summary, the First Supplement dated October 7, 1998, increased the
number of Units  offered from 40 to 90. Of the Units  available in the Offering,
40 were  offered  directly by the  Partnership  and 50 Units were offered by the
Partnership as agent for the account of Litho.  In accordance with the authority
provided  to Litho by the First  Supplement,  the 68 Units sold in the  Offering
were allocated as follows:  40 Units for the account of the  Partnership  and 28
Units for the  account  of  Litho.  The  Partnership  Interests  offered  hereby
represent a portion of the limited  partner  partnership  interests  retained by
Litho following the closing of the Offering.  See "The  Partnership"  below. See
"Regulations  - Risks  Associated  with  General  Partner  Sales"  in the  First
Supplement.

                  The Second  Supplement  dated  November 30, 1998  extended the
Offering termination date to January 1, 1999. The Third Supplement dated January
1, 1999 further  extended the Offering  termination date to February 2, 1999, on
which date the closing in fact occurred.  See "The  Partnership - Closing of the
Partnership's Offering" below.

                                 THE PARTNERSHIP

                  The  Partnership  was  organized  and created  under the Texas
Revised Limited  Partnership  Act, as amended,  on January 5, 1998. Litho is the
general partner of the  Partnership  and is a wholly-owned  subsidiary of Prime.
Litho  currently  holds   approximately  a  19.45%  economic   interest  in  the
Partnership  in its capacity as the General  Partner,  and the existing  Limited
Partners,  including  Litho,  collectively,  hold the remaining  80.55% economic
interest in the form of limited  partner  interests  in the  Partnership.  Litho
holds an aggregate of an  approximately15.23%  limited  partner  interest in the
Partnership,  and  affiliates of Prime and Litho hold an aggregate  .96% limited
partner interest in the Partnership.  In the event all the Partnership Interests
hereby offered are assigned,  Litho will continue to own approximately an 11.24%
limited partner interest in the Partnership.  Prospective  assignees should note
that as holders of  limited  partner  interests,  Litho and its  Affiliates  are
likely to have interests which conflict with those of the other Limited Partners
and may limit the  ability of the other  Limited  Partners  to  exercise  voting
rights granted by the Partnership Agreement.  The address of the Partnership and
Litho is 1301 Capital of Texas Highway,  Suite C-300,  Austin,  Texas 78746. The
telephone number of the Partnership and Litho is (800) 252-3628.

Closing of the Partnership's Offering

                  The Merger was consummated  effective  January 1, 1999 and the
Offering closed on February 2, 1999. In total, the Partnership sold 40 Units for
its own account for $227,520 in cash. 28 Units were sold for Litho's own account
by the Partnership as its agent.  See "Sources and Applications of Funds" in the
First Supplement and "Financial Condition of the Partnership" below.

Partnership Operations

Service  Agreements.  The  Partnership's  lithotripsy  operations  commenced  on
January 1, 1999. The Partnership  has been  successful in either  maintaining or
securing renewals of a majority of the services  agreements formerly serviced by
the Merging  Partnerships.  See  "Proposed  Activities -  Operations  of Merging
Partnerships - Service Agreements" in the Memorandum.  However,  the Partnership
continues  to  negotiate  with  several  Independent  Contract  Hospitals in the
Service  Area.  Shortly  after the Merger,  the  Partnership  submitted a bid to
provide lithotripsy services at Hendrick Medical Center in Abilene. Although the
Partnership was  unsuccessful in its initial bid to provide services at Hendrick
Medical Center,  the center has requested that the Partnership  submit a new bid
for such services. The Partnership has submitted a revised bid to the center and
is  presently  awaiting  its  response.  As  noted in the  Memorandum,  Memorial
Hospital and Medical Center in Midland  provided a notice of termination to ESWL
stating that its Hospital Contract would expire on December 9, 1998.  Presently,
the   Partnership   continues  to  provide   services  at  this  facility  on  a
month-to-month basis.

                  The  Partnership  recently  entered into a services  agreement
with North Central  Medical Center in McKinney,  Texas.  The agreement  provides
that the Partnership  will be the exclusive  service provider at the center on a
year-to-year  basis,  and such  services  are to commence  on March 1, 2000.  In
addition,  the  General  Partner is  currently  negotiating  with the  following
treatment  centers  regarding  providing  lithotripsy  services at their  sites:
Northeast  Medical  Center in Bonham;  Medical  Center of Mesquite in  Mesquite;
Presbyterian Hospital in Kaufman; and Baylor Grapevine Hospital in Grapevine. No
assurance can be given that the General  Partner will be successful in procuring
new contracts with these treatment centers.

Reimbursement Agreements. Litho, in its capacity as the Management Agent for the
Partnership,  has negotiated third-party  reimbursement  agreements with certain
national or local payors.  The national  agreements  are negotiated by Litho and
apply to all the lithotripsy partnerships with which Litho is affiliated.  Litho
has also negotiated  third-party  reimbursement  agreements with local payors in
the Service Area, including with Prudential,  Humana and Pacificare. Some of the
national  and  local  reimbursement  agreements  assign  a fixed  price  for the
lithotripsy  services.  For  others,  Litho has  agreed  to  accept a  specified
percentage  discount from the normal charges as payment in full; these discounts
range  from nine to  twenty-five  percent  off  normal  charges.  Generally  the
agreements  may be  terminated  by either  party on  ninety  days'  notice.  The
national  and  local  reimbursement  agreements  that have  been  negotiated  or
renegotiated  in the past two to four years  almost  entirely  provide for lower
reimbursement rates for lithotripsy services than the older agreements.

Selection and Acquisition of New Mobile Lithotripsy System


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R##375388 v1 - CONFIDENTIAL ASSIGNMENT SUMMARY.doc

                  As  disclosed  in  the  Memorandum,   Litho  was  granted  the
discretion to cause the Partnership to purchase a new transportable lithotripter
for use in  Partnership  operations.  See "Proposed  Activities - Acquisition of
Mobile  Lithotripsy  System" in the  Memorandum.  Based on discussions  with the
Limited  Partners and careful  consideration  of the alternatives as outlined in
the Memorandum,  Litho determined that the Partnership should purchase a Tripter
X-1 Compact (the "Compact") transportable extracorporeal shock-wave lithotripter
and accessories  manufactured by Medirex Systems Corp. ("Medirex").  The Compact
was  placed  in  service  in  November  1999.  Medirex  agreed  to  provide  the
Partnership  with a Compact  lithotripter  together with accessories for a total
purchase price of  approximately  $395,000  (excluding  state sales tax),  which
price reflects  approximately  a 11.2% discount  ($50,000) from the current list
price of $445,000.  The Compact is transported from site to site by a van, which
is temporarily  being lent to the Partnership by Medirex at no cost. The Compact
received FDA premarket  approval in 1996.  The  reliability  and efficacy  risks
associated  with operating the Compact are especially  acute because the Compact
is so new. Litho and its Affiliates have limited direct  experience with the use
of the Compact lithotripter.

                  Medirex is affiliated with the Direx group of companies, which
have been pioneers in the development of transportable  lithotripsy  technology.
The Compact was particularly designed for the treatment of urological stones. In
addition to the  efficient  fragmentation  of all types of urinary tract stones,
the Compact is suitable for performing a range of simple urological  procedures.
The Compact  consists of a spark gap  generator,  a Digiscope  RX2  fluoroscopic
image  intensifier  and a patient  table.  The operating  technology is known as
electrohydraulic technology, and the Compact generates pressure waves by the use
of an electrode inside a metal reflector.  The Compact  localizes stones using a
Digiscope RX2  fluoroscopic  image  intensifier,  which is collapsible  for easy
transport.  The U-arm laterally rotates into over- and under-table  positions to
allow display of the entire ureter without  repositioning  the patient,  and the
pressure  generator can be rotated out of the X-ray path.  The patient table can
be moved electronically by remote control in all three dimensions and is capable
of  supporting   heavy  patients.   It  folds  down  at  both  ends  to  improve
transportability.  During  treatment  under  the  supervision  of the  attending
physician and x-ray technician, the patient is placed on the treatment table and
the kidney stone is localized in two planes with the use of the  Digiscope  RX2.
Once  the  kidney  stone is  localized,  the  reflector  is  covered  by a latex
membrane,  filled with water, and placed against the patient's body.  Generally,
each patient  receives 2,400 shocks with the Compact and the procedure lasts for
approximately  twenty  minutes.  Medirex also provides a blank patient  database
with the Compact for the discretionary use and ownership by the Partnership.

                  Medirex has provided the Partnership with technical support to
facilitate  installation and testing of the Compact. The Compact has an eighteen
month limited warranty during which time all maintenance,  repairs, shock tubes,
glassware  and  capacitors  will  be  provided  free  of  charge.   The  Medirex
maintenance  contract in future  years covers the same items listed above and is
currently  quoted at an annual price of $35,000.  The Partnership may enter into
this  maintenance  contract or provide for  maintenance of the Compact on a time
and material basis.  Any expenses for maintenance and repairs not covered by the
warranty or service contract will be obligations of the  Partnership.  See "Risk
Factors-Operating  Risks-Partnership Limited Resources and Risks of Leverage" in
the Memorandum.

                  As  a  result  of  certain  facility  limitations  of  several
treatment  centers  currently  contracting with the  Partnership,  Litho, in its
capacity  as  General  Partner,  recently  caused  the  Partnership  to use  the
remaining  Offering proceeds  (previously held in Partnership  reserves) and the
proceeds of the Loan (as defined  below) to acquire a new  self-propelled  coach
upfitted to house the Compact.  Although the Compact presently is transported in
a substantially  less expensive mobile van, Litho believes that the installation
of  the  lithotripter  in a  coach  is  preferable  in  order  to  best  provide
lithotripsy services in the Service Area, particularly since Litho is aware that
several  contracting  hospitals and other treatment  centers in the Service Area
have limited  facilities inside the centers in which the Partnership can operate
a lithotripter.  The self-contained  coach  configuration  instead requires only
that a site  provide a level  parking  surface,  an  electric  receptacle  and a
telephone connection.

                  The  Partnership  purchased the  self-propelled  coach from AK
Associates,  L.L.C.,  an  Affiliate  of  Litho,  for a total  purchase  price of
$250,000  (excluding  state sales tax). The coach will be specially  upfitted to
house a  lithotripter  and allow full  operations at the host site. The coach is
approximately  34 feet long, 8 feet wide and 13 feet 6 inches high and has a 275
horsepower engine and a Model  FO-8406-ASX  Fuller automatic  transmission.  The
coach is easy to drive and can be operated by a radiology  technician  or nurse,
thus  there  is  no  need  for  an   additional   or  special   driver.   A  Del
patient/equipment  lift-platform  with safety  handrails is located on the right
side of the coach for easy  handling of patients or  equipment.  There is also a
large  approximately  8  foot  wide  overhead  roll  up  door  adjacent  to  the
patient/equipment  lift to allow ease of patient and  equipment  handling on and
off the coach. A complete air  conditioning,  heating and humidifying  system is
also provided.  Four hydraulic  stabilizing  jacks are provided to stabilize the
coach at each site.

                  Litho anticipates  delivery of the coach in mid February 2000.
The  coach  comes  with a one  year  limited  warranty  during  which  time  all
maintenance and repairs will be provided free of charge.  Litho anticipates that
the Partnership  will pay for coach  maintenance in future years on an as needed
basis.  Litho  anticipates  that  expenditures for maintenance and repair of the
coach will be approximately $1,000 per month ($12,000 annually).

Funding For Acquisition of New Mobile Lithotripsy System

                  The  Partnership  recently  entered into a loan agreement with
First  Citizens  Bank & Trust  Company  pursuant  to which it may  borrow  up to
$680,000 (the "Loan").  The  Partnership has used a portion of the Loan proceeds
and the remaining Offering proceeds to acquire (i) the new Compact  lithotripter
($395,000),  and (ii) the new mobile  coach to house and  transport  the Compact
($250,000),  as well as to pay applicable state sales tax on such equipment. The
Loan has a 36-month term and interest  accrues at prime rate. The Partnership is
the borrower under the Loan, and therefore,  the Limited Partners are not liable
for such debt individually.  However, payments by the Partnership under the Loan
will  impact  the  cash  flow  of  the  Partnership,   and   consequently,   the
distributions  received by the Partners from Partnership  operations  during the
term of the Loan.

Dilution of Limited Partners' Interests


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R##375388 v1 - CONFIDENTIAL ASSIGNMENT SUMMARY.doc

                  Prospective   assignees   should   note  that  their   initial
Percentage  Interests  in the  Partnership  may be  reduced  by future  Dilution
Offerings.  See "Risk  Factors - Other  Investment  Risks - Dilution  of Limited
Partners'  Interests"  and  "Summary  of the  Partnership  Agreement  - Dilution
Offerings" in the Memorandum.

Pending Litigation

     On July 30,  1999,  Nathan  L.  Graves,  M.D.,  Steven  P.  Ash,  M.D.  and
International Lithotripsy, L.L.C. filed suit against Litho, the Partnership, and
Texas  Lithotripsy  Limited  Partnership II L.P. and Texas  Lithotripsy  Limited
Partnership  IV L.P., in the 67th  Judicial  District  Court of Tarrant  County,
Texas.  Dr. Graves  requests  damages of $2 million,  Dr. Ash seeks  $500,000 in
damages, and plaintiff International Lithotripsy,  L.L.C. seeks lost profits and
earnings of $5 million.  Litho believes that the claims are without  merit,  and
will be vigorously defending the lawsuit. However, if the suit is successful, it
may have a material adverse impact on Litho and the Partnership.

Competition

         Other Competition.  Litho believes that a newly formed  physician-owned
partnership has purchased a portable Econolith unit and is providing services at
Presbyterian  Hospital and Medical Cities, both in Dallas. Litho believes that a
physician-owned  service,  the House Group, is attempting to provide lithotripsy
equipment in and near the Service  Area.  In addition,  the General  Partner has
learned that United  Regional  Hospitals in Wichita Falls intends to acquire and
operate a Lithotron model lithotripter at its facility.

                  The  healthcare  market in the Service Area is  influenced  by
managed care companies such as health  maintenance  organizations.  Managed care
companies generally contract with specified  providers for lithotripsy  services
for  beneficiaries  of their plans.  Most managed  care  companies  already have
contracts  with  specified   providers,   which  may  or  may  not  include  the
Partnership. See "Reimbursement Agreements".

                               REGULATORY UPDATES

Federal Issues

                  Reimbursement.  Since the  Memorandum  was issued,  the Health
Care Financing  Administration ("HCFA"), which administers the Medicare program,
issued proposed  regulations which would reduce the reimbursement rate currently
paid for lithotripsy procedures performed on Medicare patients at hospitals to a
base rate of $2,235. The base rate includes  anesthesia and sedation,  equipment
and  supplies  necessary  for the  procedure,  but does not include the treating
physician's professional fee. The base rate is subject to adjustment for various
hospital-specific  factors.  Litho believes the lower reimbursement rate will be
implemented  in the latter  half of 2000.  In some  cases,  reimbursement  rates
payable to the  Partnership as well as to Litho and its Affiliates by commercial
insurers are less than the proposed HCFA rate.

                  Litho retains the discretion to make its services available at
ambulatory surgery centers ("ASCs").  Medicare does not currently  reimburse for
lithotripsy  procedures provided at ASCs. However, HCFA issued proposed rules in
June,  1998  which  would  authorize  Medicare   reimbursement  for  lithotripsy
procedures  provided at ASCs.  While the proposed  rules had a target  effective
date of October 1, 1998, the effective date has been postponed  indefinitely for
reasons unrelated to lithotripsy coverage.  The June, 1998 proposed rules assign
a  Medicare  reimbursement  rate  of  $2,107  if the  lithotripsy  procedure  is
performed  at an ASC.  Whether  these  proposed  rules will become  effective to
authorize Medicare reimbursement at ASCs and, if they do become effective,  what
the reimbursement rate will be, is unknown to Litho.

                  The Medicare program has  historically  influenced the setting
of reimbursement standards by commercial insurers.  Therefore,  reduced rates of
Medicare  reimbursement for lithotripsy  services may result in reduced payments
by commercial insurers for the same services.  Competitive  pressure from health
maintenance   organizations  and  other  managed  care  companies  has  in  some
circumstances already resulted in decreasing reimbursement rates from commercial
insurers.  No  assurances  can be given  that HCFA  will not seek to reduce  its
proposed  reimbursement  rates even more to avoid  paying  more than  commercial
insurers.  Litho anticipates that reimbursement for lithotripsy procedures,  and
therefore overall Partnership revenues, may continue to decline.

         Self  -Referral  Restrictions.  Two  bills  are  currently  pending  in
Congress which would modify the reach of the Stark II self-referral prohibition.
One (H.R. 2650) was introduced by Representative Stark, the other (H.R. 2651) by
House Ways and Means health  subcommittee chair  Representative Bill Thomas. The
Stark bill would modify, and the Thomas bill would repeal, the ban on physicians
who have  compensation  arrangements  with entities to which the refer patients.
However,   neither  bill,  nor  any  other  bill  pending  in  Congress,   would
substantively  modify the  regulation of referrals of physicians  with ownership
interests.  Thus,  neither bill would affect the  Partnership's  analysis of the
potential impact of Stark II on its operations as discussed in the Memorandum.

                  Fraud and Abuse.  Regarding the federal  Anti-Kickback Statute
discussed  in the  Memorandum,  in November  1999,  the Office of the  Inspector
General ("OIG") of the U.S. Department of Health and Human Services,  one of the
federal agencies empowered to enforce the Anti-Kickback  Statute,  issued a Safe
Harbor protecting certain physician investment interests in ASCs. The commentary
accompanying the new Safe Harbor specifically  distinguished physician ownership
in ASCs from  physician  ownership in other  facilities,  including  lithotripsy
facilities,   end-stage  renal  disease  facilities,   comprehensive  outpatient
rehabilitation  facilities and others.  The OIG concluded that ASCs benefit from
favorable  public  policy  considerations  relating to reducing  Medicare  costs
(including  through the impending  prospective  payment system discussed above);
other facilities, including lithotripsy facilities, do not share the same policy
considerations or reimbursement  structures.  Therefore,  the Safe Harbor status
given to certain physician investments in ASCs cannot be viewed as an indication
that  physician   investments  in  other   facilities,   including   lithotripsy
facilities, would not be deemed to violate the Anti-Kickback Statute.

                  As  was  noted  in  the  Memorandum,   the  Health   Insurance
Portability  and  Accountability  Act of 1996  directed  the OIG to  respond  to
requests for advisory opinions regarding the effect of the Anti-Kickback Statute
on proposed  business  transactions.  Litho has not  requested the OIG to review
this Offering and, to the best knowledge of Litho, the OIG has not been asked by
anyone to review offerings of this type.

                  False Claims  Statute.  Regarding the  discussion of the False
Claims  statute in the  Memorandum,  some federal courts have recently taken the
position that qui tam lawsuits by private plaintiffs are unconstitutional.  Most
notably, a panel of judges on the Fifth Circuit Court of Appeals (which includes
Texas in its  jurisdiction)  took this position in a decision issued in November
1999.  That decision is being  reviewed by all the judges on the Fifth  Circuit.
The panel's  decision was a minority  view;  most courts have concluded that qui
tam lawsuits are  constitutional.  In another case,  the U.S.  Supreme Court may
review  this  issue.  Unless  and until the  Supreme  Court  decides  the issue,
prospective  Limited  Partners  should consider the  ramifications  of the False
Claims Act issues discussed in the Memorandum.

                     FINANCIAL CONDITION OF THE PARTNERSHIP

General

                  Attached  hereto as  Appendix  A are the  internally  prepared
(unaudited)  financial  statements of the  Partnership  for the 12-month  period
ended December 31, 1999.  Prospective assignees should carefully review the same
in connection with their decision to purchase Partnership Interests.

Partnership Operations

                  As illustrated by the financial  statements of the Partnership
attached  hereto as Appendix A, the operations of the Partnership as of the date
of this  Summary have not met the  expectations  of Litho as  forecasted  in the
Financial  Projections  attached as Appendix A to the Memorandum.  It is Litho's
opinion that the primary factors impacting the unanticipated reduced performance
of the Partnership  are (i) the  Partnership's  delayed  acquisition of a fourth
lithotripter to provide lithotripsy services in the Service Area, (ii) prolonged
contractual  negotiations with various treatment facilities in the Service Area,
(iii) the actual costs  associated  with the startup of  Partnership  operations
exceeded  the  forecasted  amount,  and  (iv) a  majority  of the  Partnership's
existing  services  agreements  are retail in nature and  revenues  generated by
these  agreements  will not be  realized  until  early 2000 due to a lag between
billing and collection cycles.


<PAGE>


                  The  Financial  Projections  assumed that a new  transportable
Lithotripter  and a mobile van would be  purchased  from the  proceeds  from the
Offering  and a Loan from Prime  shortly  after the  closing of the  Offering on
February 2, 1999,  However,  as a result of extended  discussions  with  various
Limited Partners concerning the type of lithotripter  technology to be acquired,
and Litho's  overall lack of experience  with the Medirex  Compact  lithotripter
chosen  by the  majority  of the  Limited  Partners  involved  in the  selection
process, the Compact was not actually placed in service until November 1999. The
Compact is  currently  transported  from site to site in a van which  limits the
ability of the  Partnership to provide  services at several  existing  treatment
centers  contracting with the Partnership  that do not have available  operating
rooms into which the Compact can be located. In order to address this issue, the
Partnership  has used the  remaining  Offering  proceeds  and a  portion  of the
proceeds  of the Loan to acquire a new mobile  coach to house the  Compact.  See
"The  Partnership-Selection  and Acquisition of New Mobile  Lithotripsy  System"
above. This new  configuration  will allow the Partnership to provide better and
more frequent scheduling at various existing treatment centers to take advantage
of more treatment opportunities, as well as give the Partnership the opportunity
to possibly contract with several additional hospitals in the Service Area.

                  Additionally,    the   Partnership    encountered   unexpected
difficulty  in  negotiating   contract  renewals  with  two  treatment  centers.
Consequently,  no revenues  were  generated  from those  contracts in 1999.  One
factor  impacting the  negotiations  has been the ability of the  Partnership to
provide new  lithotripter  technology.  Litho  believes the  acquisition  of the
Compact has  addressed  the  critical  issue  involved in the  negotiations  and
anticipates  the renewals to be executed  shortly.  No  assurance  can be given,
however, that the Partnership will be successful in securing such renewals.

                  Although Litho believes that the various  detrimental  factors
adversely  impacting the  Partnership's  operations have been or will shortly be
satisfactorily  resolved,  no  assurance  can be given  that  the  Partnership's
operations  will  ever  meet  the   expectations  set  forth  in  the  Financial
Projections,  or  that  the  offering  price  of the  Partnership  Interests  is
indicative  of their  value.  Furthermore,  no  assurance  can be given that the
Partnership Interests, if and when transferable,  could be sold for the offering
price or for any amount.

                                  THE OFFERING

The Partnership Interests

                  Litho is hereby  offering for sale and assignment  Partnership
Interests which in the aggregate represent an initial 3.99% economic interest in
the Partnership.  Each Partnership Interest represents an initial 0.19% economic
interest  in the  Partnership.  See  "The  Partnership  -  Dilution  of  Limited
Partners'  Interests." The price for each Partnership Interest is $5,688 in cash
payable  at  assignment.  Those  Investors  wishing  to finance a portion of the
Partnership  Interest  purchase  price may borrow funds  directly from their own
banks. For the convenience of the Investors, Litho has arranged for financing of
a portion of the Partnership  Interests' purchase price with First-Citizens Bank
& Trust Company (the "Bank").  Therefore,  in lieu of paying the entire purchase
price in cash,  prospective assignees may execute and deliver to the Sales Agent
upon delivery of their Assignment Packets, at least $2,500 in cash and a Limited
Partner Note, a Loan and Security Agreement,  Security Agreement and two Uniform
Commercial  Code  Financing  Statements  ("UCC-1's")  (collectively,  the  "Loan
Documents").  See "The  Offering - Limited  Partner  Loans" and the forms of the
Limited  Partner Note,  the Loan and Security  Agreement and Security  Agreement
attached to the Bank Commitment as Exhibits A, B and C,  respectively,  which is
attached  hereto  as  Appendix  B,  and the  UCC-l's  attached  as a part of the
Assignment Packet. Each prospective  assignee may purchase up to a maximum of an
aggregate .57%  Partnership  Interest.  The purchase  price for the  Partnership
Interests  has  been  arbitrarily  determined  by Litho  and is not  necessarily
indicative  of their  value.  No  assurance  can be given  that the  Partnership
Interests,  if and when  transferable,  could be sold for the  price  set  forth
herein or for any amount.  Litho acquired its entire Limited Partner interest in
the Partnership in the Merger upon  conversion of limited  partner  interests it
held in the Merging Partnerships.  See "Proposed Activities - The Merger" in the
Memorandum.

Determination of Purchase Price

                  The  offering  price  of the  Partnership  Interests  has been
determined  by Litho based upon  valuations  of the Merging  Partnerships  and a
related  initial  valuation of the Partnership (as of August 27, 1998) conducted
by Philpott,  Ball & Co., an  independent  third party  valuation  firm, for the
purpose of  establishing  the  purchase  price of units of  limited  partnership
interest sold in the Offering.  Although,  as discussed above, the Partnership's
operations have not met the expectations  initially  forecasted in the Financial
Projections  due to the reasons set forth  herein,  Litho  believes  the initial
valuation  provides  a valid  basis for the  purchase  price of the  Partnership
Interests  offered  pursuant to this Summary.  See  "Financial  Condition of the
Partnership - Partnership Operations."

Terms of the Offering

                  The cash purchase price and, if applicable, the Loan Documents
of the prospective  assignees will be held in an interest bearing escrow account
with the Bank, until (i) the application for assignment is accepted by Litho and
approved  by the Bank,  (ii)  Litho (or the Bank,  in the case of a  prospective
assignee  seeking  to  finance a portion of his  Partnership  Interest  purchase
price) rejects the application or (iii) this assignment offering is terminated.

                  A  prospective  assignee  who pays his  purchase  price with a
check upon submission of his Assignment Packet,  and whose assignment  materials
are  received  and  accepted  by Litho,  will  become a Limited  Partner  in the
Partnership.  Acceptance  of the  assignment  by  Litho  is  conditioned  on the
satisfaction of the suitability  standards for an investor in the Partnership as
set forth below. Upon admission as a Limited Partner, the prospective assignee's
cash  funds  (plus  interest)  will be  released  from  escrow  to  Litho.  If a
prospective  assignee finances a portion of his purchase price with the proceeds
of a Limited Partner Note,  Litho's  decision to sell and assign the Partnership
Interest  to such  prospective  assignee  will be further  conditioned  upon the
Bank's approval of the prospective  assignee's Loan Documents and the funding of
the loan  contemplated  thereby.  If the  prospective  assignee is acceptable to
Litho,  after receipt of the Bank's approval of his Loan  Documents,  Litho will
inform the Escrow  Agent that it will  assign the  Partnership  Interest  to the
prospective assignee and the Escrow Agent will release the Loan Documents to the
Bank and the Bank will pay the proceeds from the Limited  Partner Loan to Litho.
The  prospective  assignee  will then be assigned the  Partnership  Interest and
become a Limited  Partner in the  Partnership  at the time the Bank releases the
proceeds of his Limited  Partner Loan to Litho.  In the event an  application is
not accepted, all cash funds (without interest) and Loan Documents, if any, held
in escrow will be returned to the rejected  applicant.  Notice of  acceptance of
the  assignment  materials and admission of a prospective  assignee as a Limited
Partner in the  Partnership  will be  furnished  promptly  after the  Assignment
Closing (as defined below).

                  Applications  for  the  sale  and  assignment  of  Partnership
Interests  will  be  taken  by  MedTech  Investments,  Inc.,  a  North  Carolina
corporation and an Affiliate of Litho and the  Partnership  (the "Sales Agent").
The Sales Agent has entered into a Sales Agency Agreement with Litho pursuant to
which the Sales Agent has agreed to act as exclusive agent for the assignment of
the  Partnership  Interests.  The  assignment  period will  commence on the date
hereof and will terminate at 5:00 p.m., Austin, Texas time on April 11, 2000 (or
earlier in the discretion of Litho),  unless extended at the discretion of Litho
for an additional period not to exceed 180 days (the "Assignment Closing").

Limited Partner Loans

                  The purchase price for the Partnership Interests is payable in
cash with the  prospective  assignee's cash funds or in part with such funds and
the proceeds of a Limited Partner Note. Financing under the Limited Partner Note
was arranged by Litho with the Bank as provided in the Bank Commitment, attached
hereto as Appendix B. If the prospective assignee wishes to finance a portion of
the  purchase  price of his  Partnership  Interest as provided  herein,  he must
deliver to the Sales Agent upon  submission  of his  Assignment  Packet at least
$2,500 in cash per 0.19%  Partnership  Interest and an executed  Limited Partner
Note and Note Addendum,  the form of which are attached as Exhibit A to the Bank
Commitment,  a Loan and  Security  Agreement,  the form of which is  attached as
Exhibit B to the Bank  Commitment,  a Security  Agreement,  the form of which is
attached as Exhibit C to the Bank Commitment and two UCC-1's,  the form of which
are attached to the Assignment  Packet. The Limited Partner Note is repayable in
12 installments in the respective amounts set forth in the Bank Commitment.  The
installments  are  payable  on each  January  15th,  April  15th,  June 15th and
September  15th  commencing  on  September  15,  2000,  with  a 13th  and  final
installment in an amount equal to the principal balance then owed on the Limited
Partner Note and all  accrued,  unpaid  interest  thereon due and payable on the
third anniversary of the first installment date.  Interest accrues at the Bank's
"Prime Rate." The Prime Rate refers to that rate of interest  established by the
Bank and identified as such in literature  published and  circulated  within the
Bank's  offices.  Such term is used as a means of identifying a rate of interest
index and not as a representation  by the Bank that such rate is necessarily the
lowest or most  favorable  rate of  interest  offered to  borrowers  of the Bank
generally.  A prospective  assignee shall have no claim or right of action based
on such premise.  See the form of the Limited Partner Note attached as Exhibit A
to the Bank Commitment.

                  The  Limited  Partner  Note will be  secured  by the cash flow
distributions of the prospective  assignee's Partnership Interest as provided in
the Loan and Security  Agreement and the Security  Agreement and as evidenced by
the UCC-1s.  By  executing  the Loan and  Security  Agreement,  the  prospective
assignee  requests  the  Bank to  extend  the  Bank  Commitment  to him if he is
approved  for a Limited  Partner  Loan.  The Loan and  Security  Agreement  also
authorizes (i) the Bank to pay the proceeds of the Limited Partner Note directly
to Litho and Litho to acknowledge  receipt  thereof and (ii) the  Partnership to
remit funds directly to the Bank out of the prospective  assignee's share of any
distributions  represented by the prospective  assignee's percentage Partnership
Interest to fund installment payments due on the prospective  assignee's Limited
Partner  Note.  See the form of the  Loan and  Security  Agreement  attached  as
Exhibit B to the Bank Commitment which is attached hereto as Appendix A.

                  If the  prospective  assignee  is  approved by the Bank and is
acceptable  to Litho,  the Escrow Agent will  release the Loan  Documents to the
Bank and the Bank will pay the  proceeds of the Limited  Partner  Note to Litho.
The  prospective  assignee  will have  substantial  exposure  under the  Limited
Partner Note.  Regardless  of the success of the  Partnership,  the  prospective
assignee  will remain  liable to the Bank under his or its Limited  Partner Note
according to its terms.  The Bank can accelerate the entire  principal amount of
the  Limited  Partner  Note in the event  the Bank in good  faith  believes  the
prospect  of timely  payment  or  performance  by the  prospective  assignee  is
impaired  or the Bank  otherwise  in good faith deems  itself or its  collateral
insecure  and  upon  certain  other  events,  including,  but  not  limited  to,
nonpayment of any installment.  The Bank may also request additional  collateral
in the event it deems the  Limited  Partner  Note  insufficiently  secured.  THE
PROSPECTIVE ASSIGNEE SHOULD REVIEW CAREFULLY ALL THE PROVISIONS CONTAINED IN THE
BANK  COMMITMENT AND THE TERMS OF THE LIMITED PARTNER NOTE AND LOAN AND SECURITY
AGREEMENT WITH HIS OR ITS COUNSEL AND FINANCIAL ADVISORS. LITHO DOES NOT ENDORSE
OR  RECOMMEND  TO  THE  PROSPECTIVE  ASSIGNEES  THE  DESIRABILITY  OF  OBTAINING
FINANCING  FROM THE BANK NOR DOES THE  SUMMARY  OF THE LOAN  DOCUMENTS  PROVIDED
HEREIN  CONSTITUTE LEGAL ADVICE. A Limited  Partner's  liability under a Limited
Partner  Note  continues  regardless  of whether the Limited  Partner  remains a
limited  partner  in the  Partnership.  A Limited  Partner's  liability  under a
Limited Partner Note is directly with the Bank. As a consequence, such liability
cannot be avoided by claims,  defenses or set-offs the Limited  Partner may have
against the Partnership or Litho.  In addition to the  suitability  requirements
discussed below and in the Memorandum, the prospective assignee must be approved
by the Bank for purposes of its delivery of the Limited  Partner Note.  The Bank
has  established  its own criteria for  approving  the  creditworthiness  of the
prospective  assignee  and has not  established  objective  minimum  suitability
standards.  Instead,  the Bank is empowered to accept or reject the  prospective
assignee.  To enable the Bank and Litho to make credit and  investor  decisions,
respectively,  the  prospective  assignee  must  complete and deliver to Litho a
Purchaser  Financial  Statement in the form  included in the  Assignment  Packet
accompanying this Summary, or a substitute  financial  statement  containing the
same information as provided  therein,  and pages one and two of the prospective
assignee's most recently filed Form 1040 U.S. Individual Income Tax Return.

Offering Exemption

                  The  Partnership  Interests are being offered and will be sold
and assigned in reliance on (i) the exemption from the registration requirements
of the  Securities  Act of 1933 provided by Section 4(1)  thereof,  and (ii) the
exemption from registration  provided by Section 5.T of the Texas Securities Act
and Section 139.14 of the Regulations  promulgated  thereunder,  as amended. The
suitability  standards set forth below have been  established in order to comply
with the terms of these offering exemptions.

Suitability Standards

                  An  investment  in the  Partnership  involves a high degree of
financial risk and is suitable only for persons of substantial  financial  means
who have no need for  liquidity  in,  and who can bear the loss of,  the  entire
Partnership  Interest  investment.  See "Risk Factors" in the  Memorandum.  Each
assignee  must also be at least 21 years old and  otherwise  duly  qualified  to
acquire and hold  limited  partnership  interests.  Litho  reserves the right to
refuse to sell and assign  Partnership  Interests to any  prospective  assignee,
subject to federal, Texas and other applicable state securities laws.

                  Each prospective  assignee must make an independent  judgment,
in consultation with his or its own counsel,  accountant,  investment advisor or
business  advisor,  as to whether an investment in the Partnership  Interests is
advisable.  The fact that such person  meets  Litho's or the Bank's  suitability
standards  should in no way be taken as an indication  that an investment in the
Partnership Interests is advisable.

                  It is anticipated  that  suitability  standards  comparable to
those set forth  above will be imposed by the  Partnership  in  connection  with
resales,  if any, of the Partnership  Interests.  Transferability of Partnership
Interests is severely restricted by the Partnership Agreement and the Assignment
Agreement. See "Summary of the Partnership Agreement" in the Memorandum.

How to Apply

                  Prospective   assignees  who  meet  the   qualifications   for
investment in the Partnership and who wish to purchase the Partnership Interests
may do so by  following  the  instructions  included  in the  Assignment  Packet
accompanying this Summary.  All information  provided by prospective  assignees,
including  information  in the  Questionnaire  and Statement of Assignee and any
purchaser  financial  information,  will be kept  confidential and not disclosed
except to Litho,  the  Partnership,  the Bank and their  respective  counsel and
Affiliates and, if required,  to governmental and regulatory  authorities.  If a
prospective assignee would like to request additional information concerning the
Partnership prior to making a decision to acquire a Partnership Interest, please
contact  either the Sales Agent (Jim Brady,  (800)  423-1055)  or Litho  (Joseph
Jenkins, M.D., (800) 682-7971).