SECOND AMENDMENT TO
                       AGREEMENT OF LIMITED PARTNERSHIP OF
                       PACIFIC MEDICAL LIMITED PARTNERSHIP

                  THIS AMENDMENT,  effective as of the 1st day of January, 1999,
is entered into by and among  Lithotripters,  Inc., a North Carolina corporation
and the General Partner of Pacific Medical Limited Partnership, a Hawaii limited
partnership (the "Partnership"), and the Limited Partners of the Partnership.

                                    RECITALS:
                                    --------

                  1. The General Partner and the Limited  Partners,  hereinafter
collectively  referred to as the "Partners," entered into that certain Agreement
of Limited  Partnership of Pacific  Medical Limited  Partnership  dated April 1,
1996,  as  amended by that  certain  First  Amendment  to  Agreement  of Limited
Partnership of the Partnership, effective as of August 1, 1998.

          2.  The  Partners  desire  to  amend  the  Agreement  to  reflect  the
     assignment by  Lithotripters,  Inc. (the  "Assignor") of a two percent (2%)
     limited  partnership  interest in the  Partnership  to Charles D. Kim, Jr.,
     M.D. and a two percent (2%) limited partnership interest in the Partnership
     to Richard I. Tsou, M.D.

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

                           Schedule  A-1 is  deleted  in its  entirety  and  new
                  Schedule A-2, attached hereto, is substituted in its place.

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

                                                     GENERAL PARTNER:

                                                     Lithotripters, Inc.

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

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

                                         By:/s/ Joseph Jenkins, M.D.      (SEAL)
                                         ---------------------------
                                                 Joseph Jenkins, M.D.,
                                                 Attorney-in-Fact*

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

                                                       1-




<PAGE>





                                                                    SCHEDULE A-2

                        Schedule of Partnership Interests

                       PACIFIC MEDICAL LIMITED PARTNERSHIP

           CONTRIBUTIONS OF CAPITAL TO THE PARTNERSHIP AND GUARANTIES

                            Cash                                    Percentage

General Partner          Contribution           Guaranty(1)           Interest

Lithotripters, Inc.      $47,688                   $330,402.80               20%

Limited Partners

Lithotripters, Inc.      $47,250                   $181,721.54               11%

Antonio Tan              $10,000                    $66,080.56                4%

Robert Carlile           $10,000                    $66,080.56                4%

Herbert Chinn            $10,000                    $66,080.56                4%

Rick Davis               $10,000                    $66,080.56                4%

Terry Yee                 $5,000                    $33,040.28                2%

William Flanagan          $2,250                    $16,520.14                1%

Keith Mooney              $2,500                    $16,520.14                1%

Franklin Clark            $2,250                    $16,520.14                1%

Thomas Jordan             $2,250                    $16,520.14                1%

William Jordan            $2,250                    $16,520.14                1%

Philip Gallina            $2,250                    $16,520.14                1%

William Grine             $2,250                    $16,520.14                1%

Jack Cassell              $2,500                    $16,520.14                1%

Marilyn Hata             $10,000                    $66,080.56                4%

Charles D. Kim, Jr.        N/A(2)              $33,040.28(3)                  2%

David Kychenbecker        $10,000                   $66,080.56                4%





<PAGE>



                            Cash                                      Percentage

General Partner          Contribution                Guaranty(1)       Interest

Douglas Gary Lattimer    $10,000                    $66,080.56                4%

William Yarborough       $10,000                    $66,080.56                4%

Dan Myers                 $2,250                    $16,520.14                1%

Jim Brady                 $2,250                    $16,520.14                1%

Tom Mobley                $2,250                    $16,520.14                1%

Timothy Quillen           $2,250                    $16,520.14                1%

James Monroe              $2,250                    $16,520.14                1%

J. Ronald Smith           $2,250                    $16,520.14                1%

David M. Coussens         $2,500                    $16,520.14                1%

Denis E. Healey           $2,500                    $16,520.14                1%

Lewis F. Russell          $2,500                    $16,520.14                1%

Alan Terry                $2,250                    $16,520.14                1%

Anthony Rand              $2,250                    $16,520.14                1%

Joseph Jenkins            $2,250                    $16,520.14                1%

Rene Sepulveda            $2,500                    $16,520.14                1%

Robert McAlpine           $2,250                    $16,520.14                1%

Lance Templeton           $2,500                    $16,520.14                1%

Lelan C. Byrd             $2,500                    $16,520.14                1%

Donald A. Stewart         $2,500                    $16,520.14                1%

Larry Raithaus             N/A(2)              $33,040.28(3)                  2%

Richard I. Tsou            N/A(2)              $33,040.28(3)                  2%

William Yarborough, M.D.,
    Inc.                   N/A(2)              $66,080.56(3)                  4%

         TOTAL:         $238,438                 $1,652,014.00              100%
                        ========                 =============              ====




<PAGE>



(1)      Represents the estimated  principal portion of each Partner's  guaranty
         obligation,  as each Partner's  obligation under the Guaranty  includes
         not only principal,  but also (as provided in the Guaranty) accrued and
         unpaid interest,  late payment  penalties and all costs incurred by the
         Bank in collecting any defaulted obligations.

(2) Larry Raithaus,  M.D.,  Charles D. Kim, Jr., M.D., Richard I. Tsou, M.D. and
William Yarborough,  M.D., Inc. received their limited partnership  interests by
an  assignment   from   Lithotripters,   Inc.  and  therefore  made  no  capital
contributions to the Partnership.

(3)  Pursuant to the terms of the  assignments  by  Lithotripters,  Inc.,  Larry
Raithaus,  M.D.,  Charles D. Kim, Jr., M.D.,  Richard I. Tsou,  M.D. and William
Yarborough,  M.D.,  Inc.  assumed their pro rata portion of the initial  limited
partner guaranty of Lithotripters, Inc.
<PAGE>