<PAGE>

                         PRIME MEDICAL SERVICES, INC.

                          SECOND AMENDED AND RESTATED
                                LOAN AGREEMENT

                          $45,000,000.00 TERM LOAN A
                          $40,000,000.00 TERM LOAN B

                                      AND

                     $50,000,000.00 REVOLVING CREDIT LOAN

                      THE FIRST NATIONAL BANK OF BOSTON,
                            as Administrative Agent

                          NATIONSBANK OF TEXAS, N.A.,
                            as Documentation Agent

                       NATIONSBANC CAPITAL MARKETS, INC.
                             as Syndication Agent

                                      AND

                           THE LENDERS NAMED HEREIN,
                                  as Lenders

                          Dated as of March 31, 1997
<PAGE>

                               TABLE OF CONTENTS

                                                                         Page
                                                                         ----
ARTICLE I          DEFINITIONS...........................................  1
     Section 1.1   Amendment and Restatement.............................  1
     Section 1.2   Definitions...........................................  1
     Section 1.3   Other Definitional Provisions......................... 16

ARTICLE II         ADVANCES.............................................. 16
     Section 2.1   Commitments........................................... 16
     Section 2.2   Notes................................................. 17
     Section 2.3   Repayment of Advances................................. 17
     Section 2.4   Interest.............................................. 18
     Section 2.5   Borrowing Procedure................................... 18
     Section 2.6   Continuations; Conversions............................ 19
     Section 2.7   Use of Proceeds....................................... 19
     Section 2.8   Fees.................................................. 20

ARTICLE III        PAYMENTS.............................................. 20
     Section 3.1   Method of Payment..................................... 20
     Section 3.2   Optional Prepayment................................... 20
     Section 3.3   Mandatory Prepayments................................. 21
     Section 3.4   Pro Rata Treatment.................................... 22
     Section 3.5   Non-Receipt of Funds by the Administrative Agent...... 22
     Section 3.6   Withholding Taxes..................................... 22
     Section 3.7   Withholding Tax Exemption............................. 23
     Section 3.8   Computation of Interest............................... 23
     Section 3.9   Order of Application.................................. 23

ARTICLE IV         YIELD PROTECTION AND ILLEGALITY....................... 25
     Section 4.1   Additional Costs...................................... 25
     Section 4.2   Limitation on Eurodollar Advances..................... 26
     Section 4.3   Illegality............................................ 26
     Section 4.4   Treatment of Eurodollar Advances...................... 26
     Section 4.5   Compensation.......................................... 27
     Section 4.6   Capital Adequacy...................................... 27

ARTICLE V          SECURITY.............................................. 28
     Section 5.1   Collateral............................................ 28
     Section 5.2   Setoff................................................ 28
     Section 5.3   Guaranties............................................ 29

ARTICLE VI         CONDITIONS PRECEDENT.................................. 29
     Section 6.1   Initial Advance....................................... 29
     Section 6.2   All Advances.......................................... 30


                                     - i -
<PAGE>

ARTICLE VII        REPRESENTATIONS AND WARRANTIES........................ 31
     Section 7.1   Existence............................................. 31
     Section 7.2   Financial Statements.................................. 31
     Section 7.3   Corporate Action:  No Breach.......................... 32
     Section 7.4   Operation of Business................................. 32
     Section 7.5   Litigation and Judgments.............................. 32
     Section 7.6   Rights in Properties; Liens........................... 32
     Section 7.7   Enforceability........................................ 32
     Section 7.8   Approvals............................................. 32
     Section 7.9   Debt.................................................. 33
     Section 7.10  Taxes................................................. 33
     Section 7.11  Use of Proceeds; Margin Securities.................... 33
     Section 7.12  ERISA................................................. 33
     Section 7.13  Disclosure............................................ 33
     Section 7.14  Subsidiaries; Partnerships............................ 33
     Section 7.15  Agreements............................................ 34
     Section 7.16  Compliance with Legal Requirements; Governmental
                   Authorizations........................................ 34
     Section 7.17  Investment Company Act................................ 34
     Section 7.18  Public Utility Holding Company Act.................... 35
     Section 7.19  Environmental Matters................................. 35

ARTICLE VIII       POSITIVE COVENANTS.................................... 35
     Section 8.1   Reporting Requirements................................ 35
     Section 8.2   Maintenance of Existence; Conduct of Business......... 37
     Section 8.3   Maintenance of Properties............................. 37
     Section 8.4   Taxes and Claims...................................... 37
     Section 8.5   Insurance............................................. 38
     Section 8.6   Inspection Rights..................................... 38
     Section 8.7   Keeping Books and Records............................. 38
     Section 8.8   Compliance with Laws.................................. 38
     Section 8.9   Compliance with Agreements............................ 38
     Section 8.10  Further Assurances.................................... 38
     Section 8.11  ERISA................................................. 39
     Section 8.12  Information Relating to Proposed Acquisitions......... 39
     Section 8.13  After-Acquired Subsidiaries........................... 39
     Section 8.14  Syndication Cooperation............................... 39

ARTICLE IX         NEGATIVE COVENANTS.................................... 39
     Section 9.1   Debt.................................................. 39
     Section 9.2   Limitation on Liens................................... 40
     Section 9.3   Mergers, Etc.......................................... 40
     Section 9.4   Restricted Payments................................... 41
     Section 9.5   Investments........................................... 41
     Section 9.6   Limitation on Issuance of Capital Stock............... 41
     Section 9.7   Transactions With Affiliates.......................... 42
     Section 9.8   Disposition of Assets................................. 42
     Section 9.9   Sale and Leaseback.................................... 42
     Section 9.10  Prepayment of Debt.................................... 42
     Section 9.11  Nature of Business.................................... 42


                                    - ii -
<PAGE>

     Section 9.12  Environmental Protection.............................. 42
     Section 9.13  Accounting............................................ 42
     Section 9.14  Amendment of Partnership and Management Agreements.... 43

ARTICLE X          FINANCIAL COVENANTS................................... 43
     Section 10.1  Total Debt to EBITDA.................................. 43
     Section 10.2  Interest Coverage Ratio............................... 43
     Section 10.3  Total Debt Service Coverage Ratio..................... 43
     Section 10.4  Consolidated Net Worth................................ 43
     Section 10.5  Minimum EBITDA........................................ 44

ARTICLE XI         DEFAULT............................................... 44
     Section 11.1  Events of Default..................................... 44
     Section 11.2  Remedies.............................................. 46
     Section 11.3  Performance by the Administrative Agent............... 46

ARTICLE XII        THE ADMINISTRATIVE AGENT.............................. 47
     Section 12.1  Appointment, Powers and Immunities.................... 47
     Section 12.2  Rights of Administrative Agent as a Lender............ 48
     Section 12.3  Sharing of Payments, Etc.............................. 48
     Section 12.4  Indemnification....................................... 49
     Section 12.5  Independent Credit Decisions.......................... 49
     Section 12.6  Several Commitments................................... 50
     Section 12.7  Successor Administrative Agent........................ 50
     Section 12.8  Independent Contractor................................ 50

ARTICLE XIII       MISCELLANEOUS......................................... 51
     Section 13.1  Expenses.............................................. 51
     Section 13.2  Indemnification....................................... 51
     Section 13.3  No Duty............................................... 52
     Section 13.4  No Fiduciary Relationship............................. 52
     Section 13.5  No Waiver; Cumulative Remedies........................ 52
     Section 13.6  Successors and Assigns................................ 52
     Section 13.7  Survival.............................................. 54
     Section 13.8  ENTIRE AGREEMENT...................................... 55
     Section 13.9  Amendments, Etc....................................... 55
     Section 13.10 Maximum Interest Rate................................. 55
     Section 13.11 Notices............................................... 56
     Section 13.12 Governing Law......................................... 56
     Section 13.13 Counterparts.......................................... 56
     Section 13.14 Severability.......................................... 56
     Section 13.15 Headings.............................................. 56
     Section 13.16 Construction.......................................... 56
     Section 13.17 Independence of Covenants............................. 56
     Section 13.18 Confidentiality....................................... 56
     Section 13.19 Renewal and Increase.................................. 57
     Section 13.20 Waiver of Jury Trial.................................. 57
     Section 13.21 Choice of Forum; Consent to Service of Process and
                   Jurisdiction.......................................... 57


                                    - iii -
<PAGE>

                               INDEX TO EXHIBITS
                               -----------------

EXHIBIT   DESCRIPTION OF EXHIBIT
-------   ----------------------

A         Advance Request Form
B         Form of Assignment and Acceptance
C         Form of Revolving Credit Note
D         Form of Term Note A
E         Form of Term Note B
F         Perfection Certificate
G         Form of Opinion of Counsel for Borrower and the Guarantors
H         Compliance Certificate


                               INDEX TO SCHEDULES
                               ------------------

SCHEDULE  DESCRIPTION OF SCHEDULE
--------  -----------------------

1         Commitments
2         Guarantors
3         Partnerships
7.5       Existing Litigation
7.9       Existing Debt
7.14.1    Capitalization of Subsidiaries
7.14.2    Partners
7.15      Agreements
7.16      Governmental Disclosures
7.19      Environmental Matters
9.2       Existing Liens


                                    - iv -
<PAGE>

                   SECOND AMENDED AND RESTATED LOAN AGREEMENT

     THIS SECOND AMENDED AND RESTATED LOAN AGREEMENT (the "AGREEMENT"), dated as
of March 31, 1997, is among PRIME MEDICAL SERVICES, INC., a Delaware corporation
("BORROWER"), each of the lenders or other lending institutions which is or
which may from time to time become a signatory hereto or any successor or
assignee thereof (collectively, the "LENDERS" and individually, a "LENDER"), THE
FIRST NATIONAL BANK OF BOSTON ("FNBB"), a national banking association, as
Administrative Agent for itself and the other Lenders (in such capacity,
together with its successors in such capacity, the "ADMINISTRATIVE AGENT") and
NATIONSBANK OF TEXAS, N.A. ("NATIONSBANK"), a national banking association, as
Documentation Agent for itself and the other Lenders (in such capacity, together
with its successors in such capacity, the "DOCUMENTATION AGENT"), and
NATIONSBANC CAPITAL MARKETS, INC., as Syndication Agent (in such capacity,
together with its successors in such capacity, the "SYNDICATION AGENT").

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

     1.   Reference is hereby made to that certain Loan Agreement dated as of
November 28, 1994, by and between Borrower, the Banks defined therein, and FNBB,
as Agent for the Banks defined therein as amended by that certain First
Amendment to Loan Agreement dated as of August 17, 1995, as amended by the
Amended and Restated Loan Agreement dated as of April 26, 1996 among FNBB,
NationsBank and FNBB, as Syndication Agent, as amended by the First Amendment to
Amended and Restated Loan Agreement dated as of June 14, 1996 among FNBB,
NationsBank and the other Banks named therein (collectively, the "ORIGINAL
CREDIT AGREEMENT").

     2.   The parties hereto desire to amend the Original Credit Agreement, to
provide for, among other things, (a) an additional $40,000,000.00 term loan, (b)
a $10,000,000.00 increase in the maximum amount  available under the Revolving
Credit Commitment, (c) the addition of certain lenders as parties thereto, and
(d) modification and amendment to certain other provisions therein, subject to
the terms and conditions set forth in this Agreement.

     3.   The Administrative Agent, the Documentation Agent, the Syndication
Agent, the Lenders and Borrower desire and have agreed to amend and restate the
Original Credit Agreement in its entirety as and pursuant to this Agreement.

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

                                   ARTICLE I

                                  DEFINITIONS

      SECTION 1.1   AMENDMENT AND RESTATEMENT.  This Agreement is in renewal,
extension, modification, increase and restatement of the Original Credit
Agreement.

      SECTION 1.2   DEFINITIONS.  As used in this Agreement, the following terms
shall have the following meanings:

     "ACQUISITION" means any transaction, or any series of related transactions,
consummated on or after the date hereof, by which Borrower or any Subsidiary
directly or indirectly (a) acquires all or substantially all
<PAGE>

of the assets of any Person, whether through purchase of assets, merger, or
otherwise, (b) acquires (in one transaction or as the most recent transaction in
a series of transactions) at least a majority (in number of votes) of the
securities (or similar ownership interests) of any Person, or (c) acquires (in
one transaction or as the most recent transaction in a series of transactions)
at least a majority of the general partnership interests of any Person.

     "ADDITIONAL COSTS" has the meaning specified in SECTION 4.1.

     "ADJUSTED EURODOLLAR RATE" means, for any Eurodollar Advance for any
Interest Period therefor, the rate per annum (rounded upwards, if necessary, to
the nearest 0.01%) determined by the Administrative Agent to be equal to (a) the
Eurodollar Rate for such Eurodollar Advance for such Interest Period divided by
(b) 1.00 minus the Reserve Requirement for such Eurodollar Advance for such
Interest Period.

     "ADMINISTRATIVE AGENT" has the meaning specified in the preamble.

     "ADVANCE" means (a) with respect to the Revolving Credit Commitment, each
advance of funds by the Lenders having a Revolving Credit Commitment, or any of
them, to Borrower pursuant to SECTION 2.5(a), (b) with respect to the Term Loan
A Commitment, each advance by the Lenders having a Term Loan A Commitment, or
any of them, to Borrower pursuant to SECTION 2.5(b), and (c) with respect to the
Term Loan B Commitment, each advance by the Lenders having a Term Loan B
Commitment, or any of them, to Borrower pursuant to SECTION 2.5(b).

     "ADVANCE REQUEST FORM" means a certificate, in substantially the form of
EXHIBIT A, properly completed and signed by Borrower requesting an Advance.

     "AFFILIATE" means, as to any Person, any other Person (a) that directly or
indirectly, through one or more intermediaries, Controls or is Controlled by, or
is under common Control with, such Person, (b) that directly or indirectly
beneficially owns or holds five percent (5%) or more of any class of voting
stock of such Person, or (c) five percent (5%) or more of the voting stock of
which is directly or indirectly beneficially owned or held by the Person in
question; provided, however, in no event shall the Agents or any Lender be
deemed an Affiliate of Borrower or any of its Subsidiaries.

     "AFTER-ACQUIRED SUBSIDIARY" has the meaning specified in SECTION 8.13.

     "AGENTS" means the Administrative Agent, the Documentation Agent and the
Syndication Agent. "AGENT" means any one of the Agents.

     "ALTERNATE BASE RATE" means, at any time,  the greater of (a) the variable
rate of interest established from time to time by the Administrative Agent as
its "BASE RATE" and set by the Administrative Agent as a general reference rate
of interest charged by the Administrative Agent, and (b) the Federal Funds Rate
plus one-half of one percent (.5%).  Borrower acknowledges that the
Administrative Agent may, from time to time, extend credit to other borrowers at
rates of interest varying from, and having no relationship to, such general
reference rate. Each change in the Alternate Base Rate shall become effective
without prior notice to Borrower automatically as of the opening of business on
the date of such change in the Alternate Base Rate.

     "ALTERNATE BASE RATE ADVANCES" means Advances that bear interest at rates
based upon the Alternate Base Rate.

                                       2
<PAGE>

     "APPLICABLE LENDING OFFICE" means for each Lender and each Type of Advance,
the lending office of such Lender (or of an Affiliate of such Lender) designated
for such Type of Advance below its name on the signature pages hereof or an
Assignment and Acceptance, or such other office of such Lender (or of an
Affiliate of such Lender) as such Lender may from time to time specify to
Borrower and the Administrative Agent as the office by which its Advances of
such Type are to be made and maintained.

     "APPLICABLE MARGIN" means the interest margin over the Alternate Base Rate
or the Adjusted Eurodollar Rate, as the case may be, that is as follows: (a) for
Advances under the Term Loan B, three percent (3.00%), and (b) for Advances
under the Revolving Credit Commitment and the Term Loan A, (i) from the date
hereof until the delivery of financial statements and a compliance certificate
for the period ending March 31, 1997, as required hereunder, (A) one percent
(1.00%) for Alternate Base Rate Advances, and (B) two and one-half percent
(2.50%) for Eurodollar Advances; and (iii) thereafter, based on the Total Debt
to EBITDA Ratio as of and for the most recent four (4) quarter period ending on
or before the date of determination, the margin set forth opposite such ratio
below:

<TABLE>
<CAPTION>

================================================================================
                                          APPLICABLE MARGIN    APPLICABLE MARGIN
  TOTAL DEBT TO EBITDA RATIO             ALTERNATE BASE RATE       EURODOLLAR
                                              ADVANCES              ADVANCES
-------------------------------------------------------------------------------
<S>                                     <C>                    <C>

Less than 2.0 to 1.0                              0.5%               2.00%
-------------------------------------------------------------------------------
Less than 2.50 to 1.0 but greater                0.75%               2.25%
than or equal to 2.0 to 1.0
-------------------------------------------------------------------------------
Less than 3.0 to 1.0 but greater                 1.00%               2.50%
than or equal to 2.50 to 1.0
-------------------------------------------------------------------------------
Greater than or equal to 3.00 to 1.0             1.25%               2.75%
================================================================================
</TABLE>

The Total Debt to EBITDA Ratio shall be determined from the then most current of
either (a) the quarterly or annual financial statements and related compliance
certificate delivered pursuant to SECTION 8.1, or (b) the most recent Advance
Request Form for a Permitted Acquisition, calculating any adjustments to such
ratio necessitated as a result of the Permitted Acquisition for which such
Advance was made.  The adjustment, if any, to the Applicable Margin shall be
effective commencing on the fifth (5th) Business Day after delivery of such
financial statements (and related compliance certificate) or the respective date
of Advance for a Permitted Acquisition, as the case may be.  If Borrower fails
at any time to furnish to the Administrative Agent and the Lenders the financial
statements and related compliance certificate as required to be delivered
pursuant to SECTION 8.1, then the maximum Applicable Margin shall apply until
such time as such financial statements and compliance certificates are so
delivered.

     "APPLICABLE PAYMENT AMOUNT" means, as of any date, an amount equal to (a)
the aggregate amount of Debt of the Companies, as of such date, minus (b) the
product of (i) EBITDA of the Companies, for the four (4) fiscal quarter period
immediately preceding the date of determination, including EBITDA of any Company
acquired by Borrower during that period, and (ii) 2.75; provided that if such
Applicable Payment Amount is less than $0.00, then the Applicable Payment Amount
shall be $0.00.

     "APPLICABLE RATE" means: (a) during any period that an Advance is an
Alternate Base Rate Advance, the Alternate Base Rate plus the Applicable Margin;
and (b) during any period that an Advance is a Eurodollar Advance, the Adjusted
Eurodollar Rate plus the Applicable Margin.

                                       3
<PAGE>

     "APPLICABLE UNUSED FEE PERCENTAGE" means  the per annum rate with respect
to the unused portion of the Revolving Credit Commitments as follows: (a) from
the date hereof until delivery of financial statements and a compliance
certificate for the period ending March 31, 1997, as required hereunder,  one-
half of one percent (0.50%); and (b) thereafter, based on the Total Debt to
EBITDA Ratio as of and for the most recent four (4) quarter period ending on or
before the date of determination, the percentage set forth opposite such ratio
below:

================================================================================
                                              APPLICABLE UNUSED
    TOTAL DEBT TO EBITDA RATIO                  FEE PERCENTAGE
--------------------------------------------------------------------------------

Less than 2.5 to 1.0                                0.375%
--------------------------------------------------------------------------------
Greater than or equal to 2.50 to 1.0                 0.50%
================================================================================

The Applicable Unused Fee Percentage shall be adjusted, if necessary, at the
same time as adjustments to the Applicable Margin.

     "APPROVED FUND" means, with respect to any Lender that is a fund that
invests in loans, any other fund that invests in loans and is managed by the
same investment advisor as such Lender or by an Affiliate of such investment
advisor.

     "ASSIGNEE" has the meaning specified in SECTION 13.6.

     "ASSIGNING LENDER" has the meaning specified in SECTION 13.6.

     "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance entered into
by an Assigning Lender and its Assignee and accepted by the Administrative Agent
pursuant to SECTION 13.6, in substantially the form of EXHIBIT B.

     "BASLE ACCORD" means the proposals for risk-based capital framework
described by the Basle Committee on Banking Regulations and Supervisory
Practices in its paper entitled "INTERNATIONAL CONVERGENCE OF CAPITAL
MEASUREMENT AND CAPITAL STANDARDS" dated July 1988, as amended, supplemented and
otherwise modified and in effect from time to time, or any replacement thereof.

     "BORROWER SECURITY AGREEMENT" means the Borrower Security Agreement dated
as of April 26, 1996, executed by Borrower in favor of the Administrative Agent
for the benefit of the Lenders, as the same may be amended, supplemented, or
modified from time to time, including the Consent, Confirmation and Ratification
of Borrower Security Agreement dated the date hereof, which Borrower Security
Agreement is in renewal, amendment, restatement and substitution of that certain
Borrower Security Agreement dated November 28, 1994, executed by Borrower in
favor of the Administrative Agent, for the benefit of the Lenders under the
Original Credit Agreement, as amended pursuant to that First Amendment to
Borrower Security Agreement dated as of August 17, 1995.

     "BUSINESS DAY" means (a) any day on which the Administrative Agent is open
for regular business, and (b) with respect to all borrowings, payments,
Conversions, Continuations, Interest Periods, and notices in connection with
Eurodollar Advances, any day which is a Business Day described in clause (a)
above and which is also a day on which dealings in Dollar deposits are carried
out in the London interbank market.

                                       4
<PAGE>

     "CAPITAL LEASE OBLIGATIONS" means, as to any Person, the obligations of
such Person to pay rent or other amounts under a lease of (or other agreement
conveying the right to use) real and/or personal property, which obligations are
required to be classified and accounted for as a capital lease on a balance
sheet of such Person under GAAP.  For purposes of this Agreement, the amount of
such Capital Lease Obligations shall be the capitalized amount thereof, as
determined in accordance with GAAP.

     "CHANGE IN CONTROL" means the individuals who, as of the date of this
Agreement, constitute the members of Borrower's Board of Directors (the
"INCUMBENT BOARD") do not constitute or cease for any reason to constitute at
least fifty percent (50%) of:

          (a)   Borrower's Board of Directors; or

          (b)   The surviving corporation's Board of Directors in the event of
     any merger or consolidation involving Borrower (if permitted by SECTION
     9.3); or

          (c)   The controlling entity's board of directors, the comparable
     body if there is no Board of Directors, or voting control if there is no
     comparable body, in the event that the surviving corporation under clause
     (b) above is directly or indirectly controlled by that entity.

Any individual who becomes a member of the Board of Directors or comparable body
or who obtains a voting interest, as applicable under clauses (a), (b), or (c)
above, after the date of this agreement and whose appointment to the Board, or
nomination for election, was approved or ratified by a vote of the individuals
comprising at least fifty (50%) of the Incumbent Board shall be deemed to be a
member of the Incumbent Board.

     "CODE" means the Internal Revenue Code of 1986, as amended, and the
regulations promulgated and rulings issued thereunder.

     "COLLATERAL" has the meaning specified in SECTION 5.1.

     "COMMITMENT" means, as to each Lender as of any date, the aggregate amount
of the Revolving Credit Commitment, the Term Loan A Commitment and the Term Loan
B Commitment of such Lender. "COMMITMENTS" means the aggregate amount of the
Revolving Credit Commitments, the Term Loan A Commitments and the Term Loan B
Commitments of all the Lenders.

     "COMPANIES" means Borrower and its Subsidiaries.

     "CONFIDENTIAL INFORMATION" means any and all information relating to the
Companies, including, without limitation, information relating to each of the
Company's financial condition, business plans, management, earnings, assets,
liabilities, contracts, processes, products, research and development
activities, intellectual property, services, customers, suppliers, marketing and
sales.  In addition, Confidential Information shall include any and all other
information marked or identified in writing by any of the Companies as
"CONFIDENTIAL" or "CONFIDENTIAL INFORMATION" and provided by each of the
Companies or its representatives to any of the Lenders or the Agents or obtained
by the Lenders or the Agents after an inspection pursuant to SECTION 8.6.
Notwithstanding the foregoing, "CONFIDENTIAL INFORMATION" shall not include:

                                       5
<PAGE>

          (i)   any information known to an Agent or a Lender prior to
     disclosure by any of the Companies or its representatives, as documented
     prior to such disclosure in such Agent's or Lender's written records;

          (ii)  any information which an Agent or a Lender demonstrates became
     available to it on a non-confidential basis from a source (other than any
     of the Companies) who is not bound by a confidentiality agreement with, or
     any other contractual, legal or fiduciary obligation of confidentiality to,
     any of the Companies or any other party with respect to such information;

          (iii) any information which an Agent or a Lender demonstrates is or
     becomes generally available to the public other than as a result of a
     disclosure by it in breach of SECTION 13.18; and

          (iv)  any information which an Agent or a Lender demonstrates was
     conceived of or developed by it or any of its employees without access or
     reference, directly or indirectly, to the Confidential Information.

     "CONSOLIDATED NET INCOME" means, for any Person for any period, the amount
which, in conformity with GAAP, would be shown on a consolidated income
statement of such Person as net income for such period, after deduction of any
minority interests.

     "CONSOLIDATED NET WORTH" means, at any particular time, all amounts which,
in conformity with GAAP, would be included as stockholders' equity on a
consolidated balance sheet of the Companies.

     "CONTINUE," "CONTINUATION," and "CONTINUED" refers to the continuation
pursuant to SECTION 2.6 of a Eurodollar Advance from one Interest Period to the
next Interest Period.

     "CONTROL" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ownership of voting securities or other ownership interests, by
contract or otherwise.  "CONTROLLING" and "CONTROLLED" have meanings correlative
thereto.

     "CONVERSION" and "CONVERTED" refers to a conversion pursuant to SECTION 2.6
of one Type of Advance into another Type of Advance.

     "DEBT" means as to any Person at any time (without duplication and without
duplication among the Companies): (a) all obligations of such Person for
borrowed money; (b) all obligations of such Person evidenced by bonds, notes,
debentures, or other similar instruments; (c) all obligations of such Person to
pay the deferred purchase price of property or services, except trade accounts
payable of such Person arising in the ordinary course of business that are not
past due by more than ninety (90) days; (d) all Capital Lease Obligations of
such Person; (e) all indebtedness or other obligations of others of the types
described in this definition, if Guaranteed by such Person; (f) all obligations
secured by a Lien existing on property owned by such Person, whether or not the
obligations secured thereby have been assumed by such Person or are non-recourse
to the credit of such Person; (g) all reimbursement obligations of such Person
(whether contingent or otherwise) in respect of letters of credit, Lenders'
acceptances, surety or other bonds and similar instruments; (h) Hedging
Agreements, and (i) all liabilities of such Person in respect of unfunded vested
benefits under any Plan; provided, however, that the term Debt shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business.

                                       6
<PAGE>

     "DEFAULT" means an Event of Default or the occurrence of an event or
condition which with the giving of notice or the lapse of time or both would
become an Event of Default.

     "DEFAULTING LENDER" means any Lender that has defaulted on any of its
obligations under this Agreement.

     "DEFAULT RATE" means the lesser of (a) the Maximum Rate, and (b) the sum of
the Alternate Base Rate in effect from day to day plus the Applicable Margin
plus two percent (2%).

     "DOCUMENTATION AGENT" has the meaning specified in the preamble.

     "DOLLARS" and "$" mean lawful money of the United States of America.

     "EBITDA" means, for any Person for any period, Consolidated Net Income of
such Person for such period, determined after deduction of any minority
interests,  plus all amounts deducted therefrom during such period, in
conformity with GAAP, for interest, taxes, depreciation and amortization.

     "ELIGIBLE ASSIGNEE" means any commercial bank, savings and loan
association, savings bank, finance company, insurance company, pension fund,
mutual fund, fund which is regularly engaged in making, purchasing or investing
in loans, or other financial institution (whether a corporation, partnership, or
other entity) approved by the Administrative Agent and, so long as no Default
has occurred and is continuing, Borrower, such approvals not to be unreasonably
withheld.

     "ENVIRONMENTAL LAWS" means any and all federal, state, and local laws,
regulations, and requirements pertaining to health, safety, or the environment,
including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. (S) 9601 et seq., the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. (S) 6901 et seq., the
Occupational Safety and Health Act, 29 U.S.C. (S) 651 et seq., the Clean Air
Act, 42 U.S.C. (S) 7401 et seq., the Clean Water Act, 33 U.S.C. (S) 1251 et
seq., and the Toxic Substances Control Act, 15 U.S.C. (S) 2601 et seq., as such
laws, regulations, and requirements may be amended or supplemented from time to
time.

     "ENVIRONMENTAL LIABILITIES" means, as to any Person, all liabilities,
obligations, responsibilities, Remedial Actions, losses, damages, punitive
damages, consequential damages, treble damages, costs, and expenses (including,
without limitation, all reasonable fees, disbursements and expenses of counsel,
expert and consulting fees and costs of investigation and feasibility studies),
fines, penalties, sanctions, and interest incurred as a result of any claim or
demand, by any Person, whether based in contract, tort, implied or express
warranty, strict liability, criminal or civil statute, including any
Environmental Law, permit, order or agreement with any Governmental Authority or
other Person, arising from environmental, health or safety conditions or the
Release or threatened Release of a Hazardous Material into the environment,
resulting from the past, present, or future operations of such Person or its
Affiliates.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations and published interpretations
thereunder.

     "ERISA AFFILIATE" means any corporation or trade or business which is a
member of the same controlled group of corporations (within the meaning of
Section 414(b) of the Code) as Borrower or is under common control (within the
meaning of Section 414(c) of the Code) with Borrower.

                                       7
<PAGE>

     "EURODOLLAR ADVANCES" means Advances the interest rates on which are
determined on the basis of the rates referred to in the definition of "ADJUSTED
EURODOLLAR RATE" in this SECTION 1.1.

     "EURODOLLAR RATE" means, for any Eurodollar Advance for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the
London interbank offered rate for deposits in Dollars at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period.  If for any reason such
rate is not available, the term "EURODOLLAR RATE" shall mean, for any Eurodollar
Advance for any Interest Period therefor, the rate per annum (rounded upwards,
if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page
as the London interbank offered rate for deposits in Dollars at approximately
11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period for a term comparable to such Interest Period, provided,
however, if more than one rate is specified on Reuters Screen LIBO Page, the
applicable rate shall be the arithmetic mean of all such rates.

     "EVENT OF DEFAULT" has the meaning specified in SECTION 11.1.

     "EXCESS CASH FLOW" means, for any semi-annual period described in SECTION
3.3(B)(iii), (a) EBITDA, minus (b) total cash income tax expense actually paid
during such period, minus (c) the aggregate amount of any optional prepayments
of the Obligations during such period, minus (d) scheduled principal payments in
respect of all Debt during such period, minus (e) total consolidated interest
expense in respect of all Debt actually paid or that is payable during such
period, minus (f) capital expenditures during such period (provided that such
capital expenditures shall not exceed (x) $4,000,000.00 minus (y) the aggregate
amount of capital expenditures during the two (2) fiscal quarters ending prior
to such semi-annual fiscal period).

     "FEDERAL FUNDS RATE" means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 0.01%) equal to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day, provided that (a) if the day for which such rate is to be determined is not
a Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (b) if such rate is not so published on such next
succeeding Business Day, the Federal Funds Rate for any day shall be the average
rate charged to the Administrative Agent on such day on such transactions as
determined by the Administrative Agent.

     "FNBB" has the meaning specified in the preamble.

     "GAAP" means generally accepted accounting principles, applied on a
consistent basis, as set forth in Opinions of the Accounting Principles Board of
the American Institute of Certified Public Accountants and/or in statements of
the Financial Accounting Standards Board and/or their respective successors and
which are applicable in the circumstances as of the date in question.
Accounting principles are applied on a "CONSISTENT BASIS" when the accounting
principles applied in a current period are comparable in all material respects
to those accounting principles applied in a preceding period, except for changes
required by GAAP.  In the event of a change in GAAP, Administrative Agent and
Borrower will thereafter negotiate in good faith to revise any covenants of this
Agreement affected thereby in order to make such covenants consistent with GAAP
then in effect.

     "GOVERNMENTAL AUTHORITY" means any nation or government, any state or
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory, or administrative functions of or pertaining to
government.

                                       8
<PAGE>

     "GOVERNMENTAL AUTHORIZATION" shall mean any approval, consent, license,
permit, waiver, or other authorization issued, granted, given, or otherwise made
available by or under the authority of any Governmental Authority or pursuant to
any Legal Requirement.

     "GUARANTEE" by any Person means any obligation, contingent or otherwise, of
such Person directly or indirectly guaranteeing any Debt or other obligation of
any other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (a) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt or other obligation (whether arising by virtue of partnership arrangements,
by agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise), or (b)
entered into for the purpose of assuring in any other manner the obligee of such
Debt or other obligation of the payment thereof or to protect the obligee
against loss in respect thereof (in whole or in part), provided that the term
"GUARANTEE" shall not include endorsements for collection or deposit in the
ordinary course of business.  The term "GUARANTEE" used as a verb has a
corresponding meaning.

     "GUARANTIES" means, collectively, the Guaranty Agreements, each dated as of
April 26, 1996, executed by the Guarantors in favor of the Agents and the
Lenders, as the same may be amended, supplemented or modified from time to time,
including the Consent, Confirmation and Ratification of Guaranty Agreements,
dated the date hereof, which Guaranty Agreements are in renewal, amendment,
substitution and replacement of the Guaranty Agreements executed by the
Guarantors under the Original Credit Agreement in favor of the Agent and the
Lenders under the Original Credit Agreement. "GUARANTY" means any one of the
Guaranties.

     "GUARANTORS" means, collectively, all Wholly-Owned Subsidiaries of
Borrower, now owned or hereafter acquired or formed, including, without
limitation, the Subsidiaries listed on SCHEDULE 2. "GUARANTOR" means any one of
the Guarantors.

     "GUARANTOR SECURITY AGREEMENTS" means the Security Agreements, each dated
as of April 26, 1996, executed by the Guarantors in favor of the Administrative
Agent, for the benefit of the Lenders, as the same may be amended, supplemented
or modified from time to time, including the Consent, Confirmation and
Ratification of Guarantor Security Agreements dated the date hereof, which
Security Agreements are in renewal, amendment, restatement and substitution of
the Security Agreements executed by the Guarantors under the Original Credit
Agreement in favor of the Administrative Agent, for the benefit of the Lenders
under the Original Credit Agreement.  "GUARANTOR SECURITY AGREEMENT" means any
one of the Guarantor Security Agreements.

     "HAZARDOUS MATERIAL" means any substance, product, waste, pollutant,
material, chemical, contaminant, constituent, or other material which is or
becomes listed, regulated, or addressed under any Environmental Law, including,
without limitation, asbestos, petroleum, and polychlorinated biphenyls.

     "HEDGING AGREEMENT" has the meaning specified in SECTION 11.1.

     "INTEREST COVERAGE RATIO" means, as to the Companies for any period, (a)
EBITDA for such period divided by (b) the aggregate amount of consolidated
interest expense for such period, all as determined in accordance with GAAP.

     "INTEREST PERIOD" means, with respect to any Eurodollar Advance, each
period commencing on the date such Advance is made or Converted from an Advance
of another Type or, in the case of each subsequent, successive Interest Period
applicable to a Eurodollar Advance, the last day of the next preceding Interest

                                       9
<PAGE>

Period with respect to such Advance, and ending on the numerically corresponding
day in the first (1st), second (2nd), third (3rd) or sixth (6th) calendar month
thereafter, as Borrower may select as provided in SECTION 2.5 or 2.6, except
that each such Interest Period which commences on the last Business Day of a
calendar month (or on any day for which there is no numerically corresponding
day in the appropriate subsequent calendar month) shall end on the last Business
Day of the appropriate subsequent calendar month.  Notwithstanding the
foregoing: (a) each Interest Period which would otherwise end on a day which is
not a Business Day shall end on the next succeeding Business Day (or, if such
succeeding Business Day falls in the next succeeding calendar month, on the next
preceding Business Day); (b) any Interest Period which would otherwise extend
beyond the Termination Date shall end on the Termination Date; (c) no more than
six (6) Interest Periods shall be in effect at the same time; and (d) no
Interest Period shall have a duration of less than one (1) month and, if any
Interest Period would otherwise be a shorter period, such Advances shall not be
available hereunder.

     "ISSUANCE PROCEEDS" means the net proceeds of (i) any sale or issuance of
Borrower's capital stock, or (ii) the incurrence of any Debt of the type
described in SUBSECTIONS (a) and (b) of the definition of Debt, in each case to
the extent permitted hereunder; provided that "ISSUANCE PROCEEDS" shall include
proceeds from the exercise of any warrants issued to Alabama Lithotripsy Joint
Venture to the extent such warrant proceeds are contemporaneously used to pay
outstanding Debt to Alabama Lithotripsy Joint Venture.

     "LEGAL REQUIREMENT" shall mean any federal, state, local, municipal,
foreign, international, multinational, or other administrative order,
constitution, law, ordinance, principle of common law, regulation, statute, or
treaty as in effect on the date hereof.

     "LENDER" and "LENDERS" have the meanings specified in the preamble.

     "LIEN" means any lien, mortgage, security interest, tax lien, financing
statement, pledge, charge, hypothecation, assignment, preference, priority, or
other encumbrance of any kind or nature whatsoever (including, without
limitation, any conditional sale or title retention agreement), whether arising
by contract, operation of law, or otherwise.

     "LITHO" means Lithotripters, Inc., a North Carolina corporation.

     "LOAN DOCUMENTS" means this Agreement, the Notes, the Guaranties, the
Borrower Security Agreement, the Guarantor Security Agreements, the Pledge
Agreements, any Hedging Agreement between Borrower and the Administrative Agent,
and all other instruments, documents, and agreements executed and delivered
pursuant to or in connection with this Agreement, as such instruments,
documents, and agreements may be amended, modified, renewed, extended, or
supplemented from time to time.

     "MATERIAL SUBSIDIARY" means, as of any date, (a) any Subsidiary which,
together with its Subsidiaries, accounts for three percent (3%) or more of the
Company's consolidated gross revenues or assets, or (b) any combination of
Subsidiaries which, together with their Subsidiaries, account for seven percent
(7%) or more of the Company's consolidated gross revenues or assets, in each
case on a consolidated basis (but without elimination of any minority interests)
as of and for the most recent fiscal quarter for which such information is
available.  "MATERIAL SUBSIDIARIES" means all of the Material Subsidiaries.

     "MAXIMUM RATE" means, at any time and with respect to any Lender, the
maximum rate of interest under applicable law that such Lender may charge
Borrower.  The Maximum Rate shall be calculated in a manner that takes into
account any and all fees, payments, and other charges in respect of the Loan
Documents that constitute interest under applicable law.  Each change in any
interest rate provided for herein based upon

                                       10
<PAGE>

the Maximum Rate resulting from a change in the Maximum Rate shall take effect
without notice to Borrower at the time of such change in the Maximum Rate.

     "MULTIEMPLOYER PLAN" means a multiemployer plan as defined in Section 3(37)
of ERISA to which contributions have been made by Borrower or any ERISA
Affiliate of Borrower and which is covered by Title IV of ERISA.

     "NATIONSBANK" has the meaning specified in the preamble.

     "NOTES" means the Revolving Credit Notes and the Term Notes.  "NOTE" means
any one of the Notes.

     "OBLIGATED PARTY" means any Person who is or becomes party to any agreement
that guarantees or secures payment and performance of the Obligations or any
part thereof.

     "OBLIGATIONS" means all obligations, indebtedness, and liabilities of
Borrower to the Agents and the Lenders, or any of them, arising pursuant to any
of the Loan Documents, now existing or hereafter arising, whether direct,
indirect, related, unrelated, fixed, contingent, liquidated, unliquidated,
joint, several, or joint and several, and all interest accruing thereon and all
attorneys' fees and other expenses incurred in the enforcement or collection
thereof.

     "ORIGINAL CREDIT AGREEMENT" has the meaning specified in the recitals.

     "PARTNERSHIPS" means the partnerships in which Borrower or any Subsidiary
now owns or hereafter acquires general and/or limited partnership interests and
the other Persons in which Borrower or any Subsidiary now owns or hereafter
acquires ownership interests, including, without limitation, the partnerships
and other Persons listed on SCHEDULE 3.  "PARTNERSHIP" means any one of the
Partnerships.

     "PAYMENT DATE" means (a) with respect to Alternate Base Rate Advances and
the commitment fees payable pursuant to SECTION 2.8(a),  the last Business Day
of each April, July, October and January, commencing April 30, 1997, and (b)
with respect to Eurodollar Advances, the last day of the respect Interest Period
therefor, provided that if any Interest Period is greater than three (3) months,
then accrued interest shall also be due and payable shall also be due and
payable on the date that is three (3) months after the commencement of such
Interest Period.

     "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to all or any of its functions under ERISA.

     "PERMITTED ACQUISITION" means an Acquisition by Borrower or any of its
Subsidiaries with respect to which each of the following conditions shall have
been satisfied:

          (a)   the Acquisition by Borrower or such Subsidiary is of a business,
     assets or Person (as applicable, the "TARGET") which is engaged in
     substantially the same business as the business conducted by Borrower or
     such Subsidiary on the date hereof, or any other business reasonably
     related thereto;

          (b)   as of the closing of such Acquisition, the Acquisition has been
     approved and recommended by the board of directors or other applicable
     governing body of the Target and the Person from which the Target is to be
     acquired;

                                       11
<PAGE>

          (c)   prior to the closing of such acquisition, the Target and the
     Person from which the Target is to be acquired must be Solvent;

          (d)   as of the closing of such Acquisition, after giving effect to
     such Acquisition, Borrower or the Subsidiary that is the acquiring party
     must be Solvent and the Companies, on a consolidated basis, must be
     Solvent;

          (e)   as of the closing of such Acquisition, after giving effect to
     such Acquisition, no Default shall exist or occur as a result of, and after
     giving effect to, such Acquisition;

          (f)   the aggregate purchase price with respect to such Acquisition
     does not exceed five (5) times EBITDA of the Target, subject to adjustments
     acceptable to the Administrative Agent where less than all of the business,
     assets or stock of the Target is acquired, acquired pursuant to the
     Acquisition for the four (4) fiscal quarters ending on the most recently
     ended fiscal period prior to the date of such Acquisition;

          (g)   the aggregate cash consideration for such Acquisition does not
     exceed $10,000,000.00 and the aggregate cash consideration for all
     Acquisitions (other than the Acquisition of additional limited partnership
     interests of the Partnerships in which Litho  is, as of the date hereof,
     the general partner) during the immediately preceding twelve (12) month
     period (including such Acquisition) does not exceed $20,000,000.00;

          (h)   after giving effect to such Acquisition, the aggregate Debt of
     the Companies (without deduction for any minority interests and including
     any Advances under the Revolving Credit Commitments) does not exceed the
     product of (1) EBITDA of the Companies (including EBITDA for the Target
     acquired pursuant to the Acquisition) for the four (4) fiscal quarters
     ending on the closing of the Acquisition, and (2)(A) on or before December
     31, 1998, 2.75 and (B) thereafter, the ratio set forth in SECTION 10.1
     which is applicable to the period for which such calculation is made;

          (i)   the Administrative Agent shall have received pro forma financial
     statements of the Companies (as if the business, assets or Person acquired
     had been acquired since the first (1st) day of the period for which such
     pro forma financial statements are delivered and had been managed and
     conducted in accordance with the Borrower's standard business practices)
     for the prior four (4) fiscal quarters of Borrower and the Companies;

          (j)   if the Target is to be an After-Acquired Subsidiary, then
     Borrower shall have complied with the terms and conditions set forth in
     SECTION 8.13; and

          (k)   the Administrative Agent has received a certificate, executed by
     the President or a Vice President of Borrower confirming that all
     representations and warranties set forth in the Loan Documents continue to
     be true and correct in all material respects immediately prior to and after
     giving effect to the Permitted Acquisition and the transactions
     contemplated thereby, and setting forth the calculations supporting
     compliance with the limitations prescribed herein.

     "PERSON" means any individual, corporation, business trust, association,
company, partnership, joint venture, Governmental Authority, or other entity.

     "PLAN" means any employee benefit or other plan established or maintained
by Borrower or any ERISA Affiliate of Borrower and which is covered by Title IV
of ERISA.

                                       12
<PAGE>

     "PLEDGE AGREEMENTS" means the Pledge Agreements, each dated as of April 26,
1996, executed by Borrower and each Subsidiary of Borrower that owns general
and/or limited partnership interests in the Partnerships in favor of the
Administrative Agent, for the benefit of the Lenders, as the same may be
amended, supplemented or modified from time to time, including the Consent,
Confirmation and Ratification of Pledge and Security Agreements, dated the date
hereof.  "PLEDGE AGREEMENT" means any one of the Pledge Agreements.

     "PLEDGORS" means each of the pledgors of partnership interests or Assigned
Rights (as defined in the applicable Pledge Agreement) pursuant to a Pledge
Agreement.  "PLEDGOR" means any one of the Pledgors.

     "PRINCIPAL OFFICE" means the principal office of the Administrative Agent,
presently located at 100 Federal Street, Boston, Massachusetts 02110.

     "PROHIBITED TRANSACTION" means any transaction set forth in Section 406 of
ERISA or Section 4975 of the Code.

     "REGULATION D" means Regulation D of the Board of Governors of the Federal
Reserve System as the same may be amended or supplemented from time to time.

     "REGULATORY CHANGE" means, with respect to any Lender, any change after the
date of this Agreement in United States federal, state, or foreign laws or
regulations (including Regulation D) or the adoption or making after such date
of any interpretations, directives, or requests applying to a class of banks
including such Lender of or under any United States federal, state, or foreign
laws or regulations (whether or not having the force of law) by any court or
governmental or monetary authority charged with the interpretation or
administration thereof.

     "RELEASE" means, as to any Person, any release, spill, emission, leaking,
pumping, injection, deposit, disposal, disbursement, leaching, or migration of
Hazardous Materials into the indoor or outdoor environment or into or out of
property owned by such Person, including, without limitation, the movement of
Hazardous Materials through or in the air, soil, surface water, ground water, or
property.

     "REMEDIAL ACTION" means all actions required to (a) clean up, remove,
treat, or otherwise address Hazardous Materials in the indoor or outdoor
environment, (b) prevent the Release or threat of Release or minimize the
further Release of Hazardous Materials so that they do not migrate or endanger
or threaten to endanger public health or welfare or the indoor or outdoor
environment, or (c) perform pre-remedial studies and investigations and post-
remedial monitoring and care.

     "REPORTABLE EVENT" means any of the events set forth in Section 4043 of
ERISA.

     "REQUIRED LENDERS" means, as of any date, any combination of Lenders (other
than any Defaulting Lenders) who collectively hold sixty percent (60%) of the
sum of (a) the Revolving Credit Commitments (other than of any Defaulting
Lenders), or if the Revolving Credit Commitments shall have been terminated,
then of the aggregate unpaid principal amount of the Revolving Credit Notes
(other than of any Defaulting Lenders), (b) the aggregate unpaid principal
amount of the Term Notes A (other than of any Defaulting Lenders) and (c) the
aggregate unpaid principal amount of the Term Notes B (other than of any
Defaulting Lenders).

     "RESERVE REQUIREMENT" means, for any Eurodollar Advance for any Interest
Period therefor, the average rate at which reserves (including any marginal,
supplemental or emergency reserves) are required to

                                       13
<PAGE>

be maintained during such Interest Period under Regulation D by each Lender on
its portion of such Advance against "EUROCURRENCY LIABILITIES" as such term is
used in Regulation D. Without limiting the effect of the foregoing, the Reserve
Requirement shall reflect any other reserves required to be maintained by a
Lender by reason of any Regulatory Change against (i) any category of
liabilities which includes deposits by reference to which the Adjusted
Eurodollar Rate is to be determined, or (ii) any category of extensions of
credit or other assets which include Eurodollar Advances.

     "REVOLVING CREDIT COMMITMENT" means, as to each Lender as of any date, the
obligation of such Lender on such date to make Advances hereunder in an
aggregate principal amount at any time outstanding up to but not exceeding the
amount shown on SCHEDULE 1 as its Revolving Credit Commitment, as the same may
be reduced pursuant to SECTION 2.1(c) or terminated pursuant to SECTION 2.1(c)
or SECTION 11.2 and as the same may be increased or decreased from time to time
by further assignment pursuant to SECTION 13.6.  "REVOLVING CREDIT COMMITMENTS"
means the Revolving Credit Commitments of all of the Lenders in the original
aggregate amount of $50,000,000.00.

     "REVOLVING CREDIT LOAN" means all Advances with respect to the Revolving
Credit Commitment, evidenced by the Revolving Credit Notes.

     "REVOLVING CREDIT NOTE" means a revolving credit note executed by Borrower,
substantially in the form of EXHIBIT C, payable to each Lender having a
Revolving Credit Commitment in an amount equal to such Lender's Revolving Credit
Commitment, as the same may be amended, supplemented, modified or restated from
time to time, evidencing the obligation of Borrower to repay the Revolving
Credit Loan, and all renewals, modifications and extensions thereof.  "REVOLVING
CREDIT NOTES" means all of the Revolving Credit Notes of the applicable Lenders.

     "RICO" means the Racketeer Influenced and Corrupt Organization Act of 1970,
as amended from time to time.

     "SOLVENT" means, with respect to any Person, that on the date of
determination (a) the fair market value of its assets is greater than the total
amount of liabilities, including, without limitation, contingent liabilities of
such Person which would be required to be included on the balance sheet of such
Person or disclosed in the financial statements of such Person in accordance
with GAAP, (b) the present fair salable value of the assets of such Person is
not less than the amount that will be required to pay the probable liability of
such Person on its debts as they become absolute and matured, (c) such Person
does not intend to, and does believe that it will, incur debts or liabilities
beyond such Person's ability to pay as such debts and liabilities mature, and
(d) such Person is not engaged in business or transactions, and is not about to
engage in business or transactions, for which its assets would constitute an
unreasonably small capital.

     "SUBSIDIARY" means, with respect to any Person, any corporation,
partnership, association, or other business entity (a) of which securities or
other ownership interests representing more than fifty percent (50%) of the
equity or more than fifty percent (50%) of the ordinary voting power or more
than fifty percent (50%) of the general partnership interests are, at the time
any determination is made, owned, Controlled or held by such Person, or (b) that
is, at the time any determination is made, otherwise Controlled by one or more
Subsidiaries of such Person or by such Person and one or more Subsidiaries of
such Person.

     "SYNDICATION AGENT" has the meaning specified in the preamble.

     "TERMINATION DATE" means 1:00 p.m. Boston, Massachusetts time on (a) with
respect to the Revolving Credit Commitments and the Term Loan A Commitments,
April 30, 2001, and (b) with respect to the

                                       14
<PAGE>

Term Loan B Commitments, April 30, 2003, as the case may be, or such earlier
date and time on which the Commitments terminate as provided in this Agreement.

     "TERM LOAN A" means the $45,000,000.00 term loan facility provided to
Borrower by the Lenders hereunder.

     "TERM LOAN A COMMITMENT" means, as to the applicable Lenders as of the date
hereof, the obligation of such Lender on such date to make Advances hereunder in
an aggregate principal amount up to but not exceeding the amount shown on
SCHEDULE 1 hereto as its Term Loan A Commitment, as the same may be increased or
decreased from time to time by further assignment pursuant to SECTION 13.6.
"TERM LOAN A COMMITMENTS" means the Term Loan A Commitments of all of the
applicable Lenders in the original aggregate amount of $45,000,000.00.

     "TERM NOTE A" means a term promissory note executed by Borrower,
substantially in the form of EXHIBIT D, payable to each Lender having a Term
Loan A Commitment in an amount equal to such Lender's Term Loan A Commitment, as
the same may be amended, supplemented, modified or restated from time to time,
evidencing the obligation of Borrower to repay the Term Loan A, and all
renewals, modifications and extensions thereof.  "TERM NOTES A" means all of the
Term Notes A of the applicable Lenders.

     "TERM LOAN B" means the $40,000,000.00 term loan facility provided to
Borrower by the Lenders having a Term Loan B Commitment hereunder.

     "TERM LOAN B COMMITMENT" means, as to each Lender as of any date, the
obligation of such Lender on such date to make Advances hereunder in an
aggregate principal amount up to but not exceeding the amount shown on SCHEDULE
1 hereto as its Term Loan B Commitment, as the same may be increased or
decreased from time to time by further assignment pursuant to SECTION 13.6.
"TERM LOAN B COMMITMENTS" means the Term Loan B Commitments of all of the
Lenders in the original aggregate amount of $40,000,000.00.

     "TERM NOTE B" means a term promissory note executed by Borrower,
substantially in the form of EXHIBIT E, payable to each Lender having a Term
Loan B Commitment in an amount equal to such Lender's Term Loan B Commitment, as
the same may be amended, supplemented, modified or restated from time to time,
evidencing the obligation of Borrower to repay the Term Loan B, and all
renewals, modifications and extensions thereof.  "TERM NOTES B" means all of the
Term Notes B of the Lenders having a Term Loan B Commitment.

     "TERM NOTES" means, collectively, the Term Notes A and the Term Notes B.

     "TOTAL DEBT SERVICE COVERAGE RATIO" means, as to the Companies for any
period, (a) the sum of EBITDA for such period, minus the aggregate amount of
capital expenditures made during such period, divided by (b) the sum of all
principal and interest payments payable during such period in respect of all
Debt of the Companies (without deduction for any minority interests), all as
determined on a rolling four (4) quarter and consolidated basis in accordance
with GAAP.

     "TOTAL DEBT TO EBITDA" means, as of any date, the ratio of (a) the
aggregate amount of Debt of the Companies (without deduction for any minority
interests), as of such date, to (b) EBITDA of the Companies, for the four (4)
fiscal quarter period ending on the date of determination.

     "TYPE" means any type of Advance (i.e., Alternate Base Rate Advance or
Eurodollar Advance).

                                       15
<PAGE>

     "UCC" means the Uniform Commercial Code as in effect in the Commonwealth of
Massachusetts or other applicable jurisdiction, as amended.

     "WHOLLY-OWNED SUBSIDIARIES" means, as of any date, all Subsidiaries that
are wholly-owned by Borrower or a wholly-owned Subsidiary of Borrower.  "WHOLLY-
OWNED SUBSIDIARY" means any one of the Wholly-Owned Subsidiaries.

     SECTION 1.3   OTHER DEFINITIONAL PROVISIONS.  All definitions contained in
this Agreement are equally applicable to the singular and plural forms of the
terms defined.  The words "hereof," "herein," and "hereunder" and words of
similar import referring to this Agreement refer to this Agreement as a whole
and not to any particular provision of this Agreement.  Unless otherwise
specified, all ARTICLE, SECTION, EXHIBIT and SCHEDULE references pertain to this
Agreement.  All accounting terms not specifically defined herein shall be
construed in accordance with GAAP.  All financial covenants and related
definitions relating to the Companies shall, unless otherwise indicated, be
determined after deduction of any minority interests, provided that all
references to "DEBT" shall include all Debt without deduction for any minority
interests.  Terms used herein that are defined in the UCC, unless otherwise
defined herein, shall have the meanings specified in the UCC.

                                  ARTICLE II

                                   ADVANCES

     SECTION 2.1   COMMITMENTS.

     (a) REVOLVING CREDIT COMMITMENTS.  Subject to the terms and conditions of
this Agreement, each Lender hereby severally agrees to make one or more Advances
to Borrower from time to time from the date hereof to the Termination Date in an
aggregate principal amount at any time outstanding up to but not exceeding the
amount of such Lender's Revolving Credit Commitment as then in effect.  Subject
to the foregoing limitations, and the other terms and provisions of this
Agreement, Borrower may borrow, repay, and reborrow hereunder the amount of the
Revolving Credit Commitments by means of Eurodollar Advances (or, in the event
Eurodollar Advances are unavailable hereunder, Alternate Base Rate Advances when
required or permitted by ARTICLE IV).

     (b) TERM LOAN A AND TERM LOAN B COMMITMENTS.  Subject to the terms and
conditions of this Agreement, (i) each Lender having a Term Loan A Commitment
hereby severally agrees to make a single Advance to Borrower, on or about the
date of this Agreement, in the amount of such Lender's Term Loan A Commitment,
and (ii) each Lender having a Term Loan B Commitment hereby severally agrees to
make a single Advance to Borrower, on or about March 31, 1997, in the amount of
such Lender's Term Loan B Commitment.  Borrower may not borrow, repay, and
reborrow hereunder any portion of the amount of the Term Loan A or the Term Loan
B.

     (c) OPTIONAL REDUCTION AND TERMINATION OF REVOLVING CREDIT COMMITMENTS.
Borrower shall have the right to terminate in whole or reduce in part the unused
portion of the Revolving Credit Commitments upon at least three (3) Business
Days' prior written notice (which notice shall be irrevocable) to the
Administrative Agent specifying the effective date thereof, whether a
termination or reduction is being made, and the amount of any partial reduction,
provided that each partial reduction shall be in the amount of $1,000,000.00 or
a greater integral multiple thereof and Borrower shall simultaneously prepay the
amount by which the unpaid principal amount of the Revolving Credit Notes
exceeds the Revolving Credit Commitments

                                       16
<PAGE>

(after giving effect to such notice) plus accrued and unpaid interest on the
principal amount so prepaid. No portion of the Revolving Credit Commitments may
be reinstated after it has been terminated or reduced.

     SECTION 2.2   NOTES.

     (a)  REVOLVING CREDIT NOTES.  The obligation of Borrower to repay each
Lender for Advances made by such Lender pursuant to such Lender's Revolving
Credit Commitment,  and all interest thereon, shall be evidenced by a Revolving
Credit Note dated the date hereof, executed by Borrower and payable to the order
of such Lender in the original principal amount of such Lender's Revolving
Credit Commitment.

     (b)  TERM NOTES A AND TERM NOTES B.

          (i)   The obligation of Borrower to repay each Lender having a Term
     Loan A Commitment for Advances made by such Lender pursuant to its Term
     Loan A Commitment, and all interest thereon, shall be evidenced by a Term
     Note A dated the date hereof, executed by Borrower and payable to the order
     of such Lender in the original principal amount of such Lender's Term Loan
     A Commitment.

          (ii)  The obligation of Borrower to repay each Lender having a Term
     Loan B Commitment for Advances made by such Lender pursuant to its Term
     Loan B Commitment, and all interest thereon, shall be evidenced by a Term
     Note B dated the date hereof, executed by Borrower and payable to the order
     of such Lender in the original principal amount of such Lender's Term Loan
     B Commitment.

     SECTION 2.3   REPAYMENT OF ADVANCES.

     (a)  REVOLVING CREDIT NOTES.  Borrower shall repay the outstanding
principal amount of the Revolving Credit Notes on the Termination Date.

     (b)  TERM NOTES A.  Borrower shall repay the outstanding principal amount
of the Term Notes A as follows:  (i) in five (5) equal quarterly installments,
on April 30, 1997, July 31, 1997, October 31, 1997, January 31, 1998, and April
30, 1998, each in the amount of $2,000,000.00; (ii) in four (4) equal quarterly
installments, on July 31, 1998, October 31, 1998, January 31, 1999 and April 30,
1999, each in the amount of $2,500,000.00; and (iii) in eight (8) equal
quarterly installments, on July 31, 1999, October 31, 1999, January 31, 2000,
April 30, 2000, July 31, 2000, October 31, 2000, January 31, 2001 and on the
Termination Date, each in the amount of $3,125,000.00.

     (c)  TERM NOTES B.  Borrower shall repay the outstanding principal amount
of the Term Notes B as follows: (i) in five (5) installments, on April 30th of
each year, commencing April 30, 1998, and continuing through April 30, 2002,
each in the amount of $800,000.00; and (ii) one final installment on the
Termination Date, in the outstanding unpaid principal amount of the Term Notes
B.

     SECTION 2.4   INTEREST.  The unpaid principal amount of all Advances shall
bear interest at a varying rate per annum equal from day to day to the lesser of
(a) the Maximum Rate, or (b) the Applicable Rate.  If at any time the Applicable
Rate for any Advance shall exceed the Maximum Rate, thereby causing the interest
accruing on such Advance to be limited to the Maximum Rate, then any subsequent
reduction in the Applicable Rate for such Advance shall not reduce the rate of
interest on such Advance below the Maximum Rate until the aggregate amount of
interest accrued on such Advance equals the aggregate amount of interest which
would have accrued on such Advance if the Applicable Rate had at all times been
in effect.  Accrued

                                       17
<PAGE>

and unpaid interest on the Advances shall be due and payable on each Payment
Date and on the Termination Date. Notwithstanding the foregoing, any outstanding
principal of any Advance and (to the fullest extent permitted by law) any other
amount payable by Borrower under this Agreement or any other Loan Document that
is not paid in full when due (whether at stated maturity, by acceleration, or
otherwise) shall bear interest at the Default Rate for the period from and
including the due date thereof to but excluding the date the same is paid in
full. Interest payable at the Default Rate shall be payable from time to time on
demand.

     SECTION 2.5   BORROWING PROCEDURE.

     (a)  REVOLVING CREDIT LOAN.  Borrower shall give the Administrative Agent
notice by means of an Advance Request Form of each requested Advance under the
Revolving Credit Commitments hereunder at least two (2) Business Days before the
requested date of each Eurodollar Advance (and at least one (1) Business Day
before the requested date of each Alternate Base Rate Advance), specifying: (a)
the requested date of such Advance (which shall be a Business Day); (b) the
amount of such Advance; and (c) the duration of the Interest Period for such
Advance (if a Eurodollar Advance).  The Administrative Agent at its option may
accept telephonic requests for Advances under the Revolving Credit Commitments,
provided that such acceptance shall not constitute a waiver of the
Administrative Agent's right to delivery of an Advance Request Form in
connection with subsequent Advances under the Revolving Credit Commitments.  Any
telephonic request for an Advance under the Revolving Credit Commitments by
Borrower shall be promptly confirmed by submission of a properly completed
Advance Request Form to the Administrative Agent.  Each Advance under the
Revolving Credit Commitments shall be in a minimum principal amount of
$1,000,000.00 or a greater integral multiple thereof, provided that if such
Advance equals the entire remaining unfunded portion of the Revolving Credit
Commitments, it may be for any amount.  The aggregate principal amount of
Eurodollar Advances having the same Interest Period shall be at least equal to
$2,500,000.00 or a greater integral multiple of $500,000.00.

     (b)  TERM LOANS A AND TERM LOANS B.  Borrower shall give the Administrative
Agent notice by means of an Advance Request Form of the initial Advance under
the Term Loan A and the Term Loan B hereunder at least two (2) Business Days
before the requested date thereof, specifying: (a) the requested date of such
Advance (which shall be a Business Day); (b) the amount of such Advance; and (c)
the duration of the Interest Period for such Advance (if a Eurodollar Advance),
provided that any Advance under the Term Loan B shall be a Eurodollar Advance.

     (c)  GENERALLY.  The Administrative Agent shall notify each Lender of the
contents of each Advance Request Form.  Not later than 11:00 a.m. Boston,
Massachusetts time on the date specified for each Advance hereunder, each Lender
will make available to the Administrative Agent at the Principal Office in
immediately available funds, for the account of Borrower, its pro rata share of
each Advance. After the Administrative Agent's receipt of such funds and subject
to the other terms and conditions of this Agreement, the Administrative Agent
will make each Advance available to Borrower by depositing the same, in
immediately available funds, in a deposit account of Borrower maintained at the
Documentation Agent.  All notices under this SECTION 2.5(C) shall be irrevocable
and shall be given not later than 11:00 a.m. Boston, Massachusetts time on the
day which is not less than the number of Business Days specified above for such
notice.

     SECTION 2.6   CONTINUATIONS; CONVERSIONS.

     (a)  CONTINUATIONS.  Borrower shall have the right to Continue Eurodollar
Advances by giving the Administrative Agent written notice specifying: (i) the
Continuation date; (ii) the amount of the Advance to be Continued; and (iii) the
duration of the Interest Period applicable thereto, which notice shall be

                                       18
<PAGE>

irrevocable and must be given by Borrower not later than 11:00 a.m. Boston,
Massachusetts time at least two (2) Business Days before each such Continuation.
The Administrative Agent shall promptly notify each Lender of the contents of
each such notice.  If Borrower shall fail to give the Administrative Agent the
notice as specified above for Continuation of a Eurodollar Advance prior to the
end of the Interest Period applicable thereto, such Eurodollar Advance shall be
automatically Continued for a one (1) month Interest Period.  The existing
Eurodollar Advances under the Original Credit Agreement relating to the Term
Loans thereunder shall be Continued hereunder relating to the Term Loans A.

     (b)  CONVERSIONS.  Borrower shall have the right to Convert an Alternate
Base Rate Advance at any time to a Eurodollar Advance by giving the
Administrative Agent written notice specifying: (i) the Conversion Date; (ii)
the amount of the Advance to be Converted; and (iii) the duration of the
Interest Period applicable thereto, which notice shall be irrevocable and must
be given by Borrower not later than 11:00 a.m. Boston, Massachusetts time at
least two (2) Business Days before each such Conversion.  The Administrative
Agent shall promptly notify each Lender of the contents of each such notice.

     (c)  DEFAULT.  After the occurrence and during the continuance of a
Default, no outstanding Advances may be Converted into, or Continued as, a
Eurodollar Advance.

     SECTION 2.7   USE OF PROCEEDS.

     (a)  REVOLVING CREDIT LOAN.  The proceeds of Advances under the Revolving
Credit Commitments shall be used by Borrower (i) for working capital in the
ordinary course of business, (ii) to purchase, refurbish or replace equipment to
be utilized in lithotripsy operations, (iii) to finance Permitted Acquisitions,
(iv) to the extent permitted by this Agreement, to repurchase outstanding
capital stock of Borrower, and (v) to make loans or capital contributions to its
Subsidiaries the proceeds of which are used by each such Subsidiary for one or
more of the purposes permitted by SUBSECTIONS (i), (ii), (iii), and (iv) of this
SECTION 2.7(a).

     (b)  TERM LOANS A AND TERM LOANS B.  The proceeds of Advances under the
Term Loan A Commitments were used by Borrower to finance the Acquisition of
Litho, and the proceeds of Advances under the Term Loan B Commitments shall be
used by Borrower to fund other Permitted Acquisitions and for capital
expenditures and other working capital purposes.

     SECTION 2.8  FEES.

     (a)  Borrower hereby agrees to pay to the Administrative Agent, for the
ratable account of each Lender having a Revolving Credit Commitment, a
commitment fee on the daily average unused amount of such Lender's Revolving
Credit Commitment for the period from and including the date of this Agreement
to but excluding the Termination Date, at the per annum rate equal to the
Applicable Unused Fee Percentage based on a 365-day or 366-day year, as the case
may be, and the actual number of days elapsed. Accrued commitment fees shall be
payable in arrears on each Payment Date and on the Termination Date.

     (b)  Borrower hereby agrees to pay to the Agents for their own respective
accounts, the fees agreed to by Borrower and the Agents pursuant to a side
letter agreement with each Agent.

                                       19
<PAGE>

                                  ARTICLE III

                                   PAYMENTS

     SECTION 3.1   METHOD OF PAYMENT.  All payments of principal, interest, and
other amounts to be paid by Borrower under this Agreement and the other Loan
Documents shall be paid to the Administrative Agent at the Principal Office for
the account of each Lender's Applicable Lending Office in Dollars and in
immediately available funds, without setoff, deduction, or counterclaim, not
later than 1:00 p.m. Boston, Massachusetts time on the date on which such
payment shall become due (each such payment made after such time on such due
date to be deemed to have been made on the next succeeding Business Day).
Borrower shall, at the time of making each such payment, specify to the
Administrative Agent the sums payable by Borrower under this Agreement and the
other Loan Documents to which such payment is to be applied (and in the event
that Borrower fails to so specify, or if an Event of Default has occurred and is
continuing, the Administrative Agent may apply such payment to the Obligations
in such order and manner as it may elect in its sole discretion, subject to
SECTION 3.4).  Each payment received by the Administrative Agent under this
Agreement or any other Loan Document for the account of a Lender shall be paid
promptly to such Lender, in immediately available funds, for the account of such
Lender's Applicable Lending Office.  Whenever any payment under this Agreement
or any other Loan Document shall be stated to be due on a day that is not a
Business Day, such payment may be made on the next succeeding Business Day, and
such extension of time shall in such case be included in the computation of the
payment of interest and commitment fee, as the case may be.

     SECTION 3.2   OPTIONAL PREPAYMENT.  Borrower may, upon at least three (3)
Business Days' prior notice to the Administrative Agent, prepay the Revolving
Notes and the Term Notes A in whole or in part at any time or from time to time
without premium or penalty but with accrued interest to the date of prepayment
on the amount so prepaid, provided that (a) Eurodollar Advances prepaid on a day
other than the last day of the Interest Period for such Advances shall include
the additional compensation, if any, required by SECTION 4.5, and (b) each
partial prepayment shall be in the amount of the aggregate remaining outstanding
principal amount of the Eurodollar Advances or in the principal amount of
$1,000,000.00 or a greater integral multiple thereof.  All notices under this
SECTION 3.2 shall be irrevocable and must be given by Borrower not later than
11:00 a.m. Boston, Massachusetts time on the day which is not less than the
number of Business Days specified above for such notice.  Optional prepayments
of the Term Notes B must be proposed to be made by Borrower pro rata with the
Term Notes A.  So long as the outstanding principal amount of the Term Notes A
on the date of any proposed prepayment exceeds the pro rata portion of the
proposed prepayment to be applied to the Term Notes A, any Lender holding Term
Notes B may elect to be excluded from the pro rata sharing of any optional
prepayment made by Borrower under this SECTION 3.2, and any such prepayment
shall not reduce the outstanding principal balances of the Term Notes B, but
shall be applied pro rata to the Term Notes A.  Such election shall be made in a
writing signed by each such electing Lender who holds Term Notes B and delivered
to the Administrative Agent before the date fixed for such prepayment.  Optional
prepayments shall be applied to the applicable Notes as set forth in SECTION
3.9.

     SECTION 3.3   MANDATORY PREPAYMENTS.

     (a)  REVOLVING CREDIT NOTES.

          (i)   ASSET SALES.  Immediately upon the receipt of the proceeds
     thereof, Borrower shall prepay the Revolving Credit Notes in an amount
     equal to the net proceeds of any sale, liquidation or disposition of any
     assets of any Company (other than the Partnerships or the assets of the
     Partnerships), where such net proceeds exceed $100,000.00.

                                       20
<PAGE>

          (ii)  SALE OR ISSUANCE OF CAPITAL STOCK OR DEBT.  Immediately upon the
     receipt of the proceeds thereof, Borrower shall prepay the Revolving Credit
     Notes in an amount equal to fifty percent (50%) of any Issuance Proceeds.

          (iii) AMERICAN PHYSICIANS SERVICE GROUP.  Immediately upon the
     receipt of the proceeds of any disposition of the stock of American
     Physicians Service Group, Inc. held by any Company, Borrower shall prepay
     the Revolving Credit Notes in an amount equal to excess of (A) the net
     proceeds of any disposition, over (B) an amount equal to two dollars
     ($2.00) per share sold or disposed.

          (iv)  APPLICATION OF MANDATORY PREPAYMENTS.  Any such mandatory
     prepayments of the Revolving Credit Notes shall be applied to the Revolving
     Credit Notes on a pro rata basis based upon the outstanding principal
     balances of such Notes as of the date of payment.  Any such prepayments
     shall not reduce the Revolving Credit Commitments.

     (b)  TERM NOTES.

          (i)   ASSET SALES BY PARTNERSHIPS.  Immediately upon the receipt of
     the proceeds thereof, Borrower shall prepay the Term Notes in an amount
     equal to the net proceeds of any sale, liquidation or disposition of any
     Partnership or of any assets of any Partnership; provided that such net
     proceeds shall be limited to Borrower's or its Wholly-Owned Subsidiary's
     pro rata portion of such net proceeds; and provided further that Borrower
     shall not be required to prepay the Term Notes to the extent that the net
     proceeds of any sale, liquidation or disposition of any assets of any
     Partnership are used by such Partnership to replace such assets with assets
     of similar character within ninety (90) days of such sale, liquidation or
     disposition.

          (ii)  SALE OR ISSUANCE OF CAPITAL STOCK OR DEBT.  Immediately upon the
     receipt of the proceeds thereof, Borrower shall prepay the Term Notes in an
     amount equal to the lesser of (A) fifty percent (50%) of any Issuance
     Proceeds, and (B) the Applicable Payment Amount.

          (iii) EXCESS CASH FLOW.  Borrower shall prepay the Term Notes on each
     April 15 and August 15, commencing April 15, 1997 in amount equal to the
     lesser of (A) seventy-five percent (75%) of Excess Cash Flow for, in the
     case of the payment due each April 15, the period from the preceding July 1
     though December 31, and in the case of the payment due each August 15, the
     period from the preceding January 1 through June 30, fiscal quarter, and
     (B) the Applicable Payment Amount.

          (iv)  APPLICATION OF MANDATORY PREPAYMENTS.  Subject to SECTION
     3.9(a)(iv) below, any mandatory prepayments of the Term Notes shall be
     applied to the Term Notes on a pro rata basis based upon the aggregate
     outstanding principal balances of such Notes owing to each Lender as of the
     date of payment.

     SECTION 3.4   PRO RATA TREATMENT.  Except to the extent otherwise provided
herein: (a) the making and Continuation of Advances under the Revolving Credit
Commitment and the Term Loan A shall be made pro rata among the Lenders
according to the amounts of their respective Revolving Credit Commitments or
Term Loan A Commitments, as the case may be; (b) the making and Continuation of
Advances under the Term Loan B shall be made pro rata among the Lenders
according to the amounts of their respective Term Loan B Commitments; (c) each
termination or reduction of the Revolving Credit Commitments under SECTION
2.1(c) or otherwise shall be applied to the Revolving Credit Commitments of the
Lenders pro rata,

                                       21
<PAGE>

according to their respective unused Revolving Credit Commitments; and (d) each
payment and prepayment of principal of or interest on Advances by Borrower shall
be made to the Administrative Agent for the account of the applicable Lenders in
accordance with SECTION 3.9.

     SECTION 3.5   NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT.  Unless
the Administrative Agent shall have been notified by a Lender or Borrower (the
"PAYOR") prior to the date on which such Lender is to make payment to the
Administrative Agent of the proceeds of an Advance to be made by it hereunder or
Borrower is to make a payment to the Administrative Agent for the account of one
or more of the Lenders, as the case may be (such payment being herein called the
"REQUIRED PAYMENT"), which notice shall be effective upon receipt, that the
Payor does not intend to make the Required Payment to the Administrative Agent,
the Administrative Agent may assume that the Required Payment has been made and
may, in reliance upon such assumption (but shall not be required to), make the
amount thereof available to the intended recipient on such date and, if the
Payor has not in fact made the Required Payment to the Administrative Agent, the
recipient of such payment shall, on demand, return to the Administrative Agent
the amount made available to it together with interest thereon in respect of the
period commencing on the date such amount was so made available by the
Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to the Federal Funds Rate for such period.

     SECTION 3.6   WITHHOLDING TAXES.  All payments by Borrower of principal of
and interest on the Advances and of all fees and other amounts payable under any
Loan Document are payable without deduction for or on account of any present or
future taxes, duties or other charges levied or imposed by the United States of
America or by the government of any jurisdiction outside the United States of
America or by any political subdivision or taxing authority of or in any of the
foregoing through withholding or deduction with respect to any such payments.
If any such taxes, duties or other charges are so levied or imposed, Borrower
will pay additional interest or will make additional payments in such amounts so
that every net payment of principal of and interest on the Advances and of all
other amounts payable by any of them under any Loan Document, after withholding
or deduction for or on account of any such present or future taxes, duties or
other charges, will not be less than the amount provided for herein or therein,
provided that Borrower shall have no obligation to pay such additional amounts
to any Lender to the extent that such taxes, duties, or other charges are levied
or imposed by reason of the failure of such Lender to comply with the provisions
of SECTION 3.7.  Borrower shall furnish promptly to the Administrative Agent for
distribution to each affected Lender, as the case may be, official receipts
evidencing any such withholding or reduction.

     SECTION 3.7   WITHHOLDING TAX EXEMPTION.  Each Lender that is not
incorporated under the laws of the United States of America or a state thereof
agrees that it will deliver to Borrower and the Administrative Agent two (2)
duly completed copies of United States Internal Revenue Service Form 1001 or
4224, certifying in either case that such Lender is entitled to receive payments
from Borrower under any Loan Document, without deduction or withholding of any
United States federal income taxes or (b) if such Lender is claiming exemption
from United States withholding tax under Section 871(h) or 881(c) of the Code
with respect to payments of "portfolio interest," a Form W-8, or any successor
form prescribed by the Internal Revenue Service, and a certificate representing
that such Lender is not a bank for purposes of Section 881(c) of the Code, is
not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the
Code) of the Borrower and is not a controlled foreign corporation related to the
Borrower (within the meaning of section 864(d)(4) of the Code).  Each Lender
which so delivers a W-8, Form 1001 or 4224 further undertakes to deliver to
Borrower and the Administrative Agent two (2) additional copies of such form (or
a successor form) on or before the date such form expires or becomes obsolete or
after the occurrence of any event requiring a change in the most recent form so
delivered by it, and such amendments thereto or extensions or renewals thereof
as may be reasonably requested by Borrower or the Administrative Agent, in each
case certifying that such Lender is entitled to receive payments from Borrower
under any Loan Document without

                                       22
<PAGE>

deduction or withholding of any United States federal income taxes, unless an
event (including without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form with respect to it and
such Lender advises Borrower and the Administrative Agent that it is not capable
of receiving such payments without any deduction or withholding of United States
federal income tax.

     SECTION 3.8   COMPUTATION OF INTEREST.  Interest on the Eurodollar
Advances shall be computed on the basis of a year of 360 days.  Interest on
Alternate Base Rate Advances and all other amounts payable by Borrower hereunder
shall be computed on the basis of a year of 365 or 366 days, as the case may be.

     SECTION 3.9   ORDER OF APPLICATION.

     (a)  NO DEFAULT. Prior to the occurrence of an Event of Default:

          (i)   any voluntary payment may (except as otherwise provided herein)
     be applied, at the option of Borrower, to either the Revolving Notes or the
     Term Notes;

          (ii)  any payment (whether voluntary or mandatory) of the Revolving
     Notes shall be applied to the Revolving Notes on a pro rata basis based
     upon the outstanding principal balances of the Revolving Notes as of the
     date of payment;

          (iii) any voluntary or mandatory payment of the Term Notes A,
     together with any portion of any voluntary or mandatory prepayment of the
     Term Notes B to the extent the Lenders having Term Loan B Commitments elect
     not to share in the prepayment shall be applied to the Term Notes A on a
     pro rata basis based upon the outstanding principal balances of the Term
     Notes A as of the date of payment, and (x) voluntary prepayments shall be
     applied to reduce the payments required by SECTION 2.3(b) on a pro rata
     basis, and (y) mandatory prepayments shall be applied to reduce the
     payments required by SECTION 2.3(b) in the inverse order of maturity;

          (iv)  so long as the outstanding principal amount of the Term Notes A
     on the date of any proposed voluntary or mandatory prepayment exceeds the
     pro rata portion of the proposed voluntary or mandatory prepayment to be
     applied to the Term Notes A, then any Lender having Term Notes B may elect
     to be excluded from the pro rata sharing of any voluntary or mandatory
     prepayment made by Borrower hereunder, any such prepayment shall not reduce
     the outstanding principal balances of the Term Notes B, but shall be
     applied pro rata to the Term Notes A.  Such election shall be made in
     writing signed by each such electing Lender who holds Term Notes B and
     delivered to the Administrative Agent before the date fixed for such
     prepayment.

          (v)   any voluntary or mandatory payment of the Term Notes B shall be
     applied to the Term Notes B on a pro rata basis (provided that to the
     extent that any Lenders having Term Loan B Commitments elect not to share
     in any voluntary or mandatory prepayment, the prepayments which would have
     otherwise been payable to them shall be applied to the Term Notes A as set
     forth in SECTION 3.9(iii) and (iv) above), based upon the outstanding
     principal balances of the Term Notes B as of the date of payment, and such
     voluntary prepayments shall be applied to reduce the payments required by
     SECTION 2.3(c) on a pro rata basis, and any mandatory payment of the Term
     Notes B shall be applied to reduce the payments required by SECTION 2.3(c),
     in the inverse order of maturity.

                                       23
<PAGE>

     (b)  AFTER DEFAULT.  After the occurrence and during the continuance of an
Event of Default, any payment or proceeds of Collateral shall be applied shall
be applied in the following order:  (i) to all fees and expenses for which
Agents or Lenders have not been paid or reimbursed in accordance with the Loan
Documents (and if such payment is less than all unpaid or unreimbursed fees and
expenses, then the payment shall be paid against unpaid and unreimbursed fees
and expenses in the order of incurrence or due date); (ii) to accrued interest
on the Revolving Notes and the Term Notes on a pro rata basis, based upon the
outstanding principal balances of such Notes as of the date of payment; and
(iii) to the principal of the Revolving Notes and the Term Notes on a pro rata
basis, based upon the outstanding principal balances of such Notes as of the
date of payment, and any such prepayments of the Term Notes shall be applied to
reduce the payments required by SECTION 2.3(b) and SECTION 2.3(c), respectively,
in such order as shall be determined by the Administrative Agent in its sole
discretion.

     (c)  APPLICATION TO ADVANCES.  Subject to the foregoing, and so long as no
Event of Default has occurred and is continuing, payments of principal of any
Note shall be applied to such outstanding Alternate Base Rate Advances and
Eurodollar Advances under such Note as Borrower shall select; provided, however,
that Borrower shall select Alternate Base Rate Advances and Eurodollar Advances
to be repaid in a manner designated to minimize the funding loss required to be
paid pursuant to SECTION 4.5, if any, resulting from such payment; and provided
further that if Borrower shall fail to select the Alternate Base Rate Advances
and Eurodollar Advances to which such payments are to be applied, or if an Event
of Default has occurred and is continuing at the time of such payment, then the
Administrative Agent shall be entitled to apply the payment to such Advances in
the manner in which it shall deem appropriate in its sole discretion.

                                  ARTICLE IV

                        YIELD PROTECTION AND ILLEGALITY

     SECTION 4.1   ADDITIONAL COSTS.

     (a)  Borrower hereby agrees to pay directly to each Lender from time to
time such amounts as such Lender may determine to be necessary to compensate it
for any costs incurred by such Lender which such Lender determines are
attributable to its making or maintaining any Eurodollar Advances hereunder or
its obligation to make any of such Advances hereunder, or any reduction in any
amount receivable by such Lender hereunder in respect of any such Advances or
such obligation (such increases in costs and reductions in amounts receivable
being herein called "ADDITIONAL COSTS"), resulting from any Regulatory Change
which:

          (i)   changes the basis of taxation of any amounts payable to such
     Lender under this Agreement or its Notes in respect of any of such Advances
     (other than (1) taxes imposed on the overall net income of such Lender or
     its Applicable Lending Office for any of such Advances, (2) franchise or
     similar taxes of such Lender, and (3) amounts withheld pursuant to the last
     sentence of SECTION 3.7);

          (ii)  imposes or modifies any reserve, special deposit, minimum
     capital, capital ratio, or similar requirement relating to any extensions
     of credit or other assets of, or any deposits with or other liabilities or
     commitments of, such Lender; or

          (iii) imposes any other Additional Cost affecting this Agreement or
     the Notes or any of such extensions, of credit or liabilities or
     commitments.

                                       24
<PAGE>

Each Lender will notify Borrower of any event occurring after the date of this
Agreement which will entitle such Lender to compensation pursuant to this
SECTION 4.1(a) as promptly as practicable after it obtains knowledge thereof and
determines to request such compensation, and will designate a different
Applicable Lending Office for the Advances affected by such event if such
designation will avoid the need for, or reduce the amount of, such compensation
and will not, in the sole opinion of such Lender, violate any law, rule, or
regulation or be in any way disadvantageous to such Lender, provided that such
Lender shall have no obligation to so designate an Applicable Lending Office
located outside the United States of America.  Each Lender will furnish Borrower
with a certificate setting forth the basis and the amount of each request of
such Lender for compensation under this SECTION 4.1(a). If any Lender requests
compensation from Borrower under this SECTION 4.1(a), Borrower may, by notice to
such Lender (with a copy to the Administrative Agent) suspend the obligation of
such Lender to make or Continue making Eurodollar Advances until the Regulatory
Change giving rise to such request ceases to be in effect (in which case such
Lender's Eurodollar Advances shall be Converted to Alternate Base Rate Advances
in accordance with the provisions of SECTION 4.4).

     (b)  Without limiting the effect of the foregoing provisions of this
SECTION 4.1, in the event that, by reason of any Regulatory Change, any Lender
either (i) incurs Additional Costs based on or measured by the excess above a
specified level of the amount of a category of deposits or other liabilities of
such Lender which includes deposits by reference to which the interest rate on
Eurodollar Advances is determined as provided in this Agreement or a category of
extensions of credit or other assets of such Lender which includes Eurodollar
Advances or (ii) becomes subject to restrictions on the amount of such a
category of liabilities or assets which it may hold, then, if such Lender so
elects by notice to Borrower (with a copy to the Administrative Agent), the
obligation of such Lender to make or Continue making Eurodollar Advances
hereunder shall be suspended until such Regulatory Change ceases to be in effect
(in which case such Lender's Eurodollar Advances shall be Converted to Alternate
Base Rate Advances in accordance with the provisions of SECTION 4.4).

     (c)  Determinations and allocations by any Lender for purposes of this
SECTION 4.1 of the effect of any Regulatory Change on its costs of maintaining
its obligations to make Advances or of making or maintaining Advances or on
amounts receivable by it in respect of Advances, and of the additional amounts
required to compensate such Lender in respect of any Additional Costs, shall be
conclusive, absent manifest error and provided that such determinations and
allocations are made on a reasonable basis.

     SECTION 4.2   LIMITATION ON EURODOLLAR ADVANCES.  Anything herein to the
contrary notwithstanding, if with respect to any Eurodollar Advance for any
Interest Period therefor:

     (a)  The Administrative Agent determines (which determination shall be
conclusive absent manifest error) that quotations of interest rates for the
relevant deposits referred to in the definition of "EURODOLLAR RATE" in SECTION
1.1 are not being provided in the relative amounts or for the relative
maturities for purposes of determining the rate of interest for such Advances as
provided in this Agreement; or

     (b)  The Required Lenders determine (which determination shall be
conclusive absent manifest error) and notify the Administrative Agent that the
rate of interest referred to in the definition of "EURODOLLAR RATE" in SECTION
1.1 on the basis of which the rate of interest for such Advances for such
Interest Period is to be determined do not accurately reflect the cost to the
Lenders of making or maintaining such Advances for such Interest Period;

then the Administrative Agent shall give Borrower prompt notice thereof
specifying the relevant amounts or periods, and so long as such condition
remains in effect, the Lenders shall be under no obligation to make or Continue
additional Eurodollar Advances and Borrower shall, on the last day(s) of the
then-current Interest

                                       25
<PAGE>

Period(s) for the outstanding Eurodollar Advances, prepay such Eurodollar
Advances or Convert them to Alternate Base Rate Advances in accordance with
SECTION 4.4.

     SECTION 4.3   ILLEGALITY.  Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to (a) honor its obligation to make Eurodollar
Advances hereunder, or (b) maintain Eurodollar Advances hereunder, then such
Lender shall promptly notify Borrower (with a copy to the Administrative Agent)
thereof and such Lender's obligation to make or maintain Eurodollar Advances
shall be suspended until such time as such Lender may again make and maintain
Eurodollar Advances (in which case such Lender's Eurodollar Advances shall be
Converted to Alternate Base Rate Advances in accordance with the provisions of
SECTION 4.4).

     SECTION 4.4   TREATMENT OF EURODOLLAR ADVANCES.  If the Eurodollar
Advances of any Lender are to be Converted pursuant to SECTION 4.1, 4.2 or 4.3,
such Lender's Eurodollar Advances shall be automatically Converted into
Alternate Base Rate Advances on the last day(s) of the then current Interest
Period(s) for the Eurodollar Advances (or, in the case of a Conversion required
by SECTION 4.1(b) or 4.3(b), on such earlier date as such Lender may specify to
Borrower with a copy to the Administrative Agent) and, unless and until such
Lender gives notice as provided below that the circumstances specified in
SECTION 4.1, 4.2 or 4.3 which gave rise to such Conversion no longer exist:

     (a)  To the extent that such Lender's Eurodollar Advances have been so
Converted, all payments and prepayments of principal which would otherwise be
applied to such Lender's Eurodollar Advances shall be applied instead to its
Alternate Base Rate Advances; and

     (b)  All Advances which would otherwise be made or Continued by such Lender
as Eurodollar Advances shall be made as or Converted into Alternate Base Rate
Advances.

If such Lender gives notice to Borrower (with a copy to the Administrative
Agent) that the circumstances specified in SECTION 4.1, 4.2 or SECTION 4.3 which
gave rise to the Conversion of such Lender's Eurodollar Advances pursuant to
this SECTION 4.4 no longer exist (which such Lender agrees to do promptly upon
such circumstances ceasing to exist) at a time when Advances are outstanding,
such Lender's Alternate Base Rate Advances shall be automatically Converted, on
the first day(s) of the next succeeding Interest Period(s) for such outstanding
Eurodollar Advances to the extent necessary so that, after giving effect
thereto, all Eurodollar Advances held by the Lenders holding the same are held
pro rata (as to principal amounts and Interest Periods) in accordance with their
respective Commitments.

     SECTION 4.5   COMPENSATION.  Borrower shall pay to the Administrative
Agent, for the account of each Lender, upon the request of such Lender through
the Administrative Agent, such amount or amounts as shall be sufficient (in the
reasonable opinion of such Lender) to compensate it for any loss, cost, or
expense incurred by it as a result of:

     (a)  Any payment, prepayment or Conversion of a Eurodollar Advance for any
reason (including, without limitation, the acceleration of the outstanding
Advances pursuant to SECTION 11.2) on a date other than the last day of an
Interest Period for such Advance; or

     (b)  Any failure by Borrower for any reason (including, without limitation,
the failure of any conditions precedent specified in ARTICLE VI to be satisfied)
to borrow or prepay a Eurodollar Advance on the date for such borrowing or
prepayment, specified in the relevant notice of borrowing or prepayment under
this Agreement.

                                       26
<PAGE>

Such compensation shall not exceed the excess, if any, of (i) the amount of
interest which otherwise would have accrued on the principal amount so paid or
not borrowed for the period from the date of such payment or failure to borrow
to the last day of the Interest Period for such Advance (or, in the case of a
failure to borrow, the Interest Period for such Advance which would have
commenced on the date specified for such borrowing) at the applicable rate of
interest for such Advance provided for herein over (ii) the interest component
of the amount such Lender would have bid in the London interbank market for
Dollar deposits of leading banks and amounts comparable to such principal amount
and with maturities comparable to such period.

     SECTION 4.6   CAPITAL ADEQUACY.  If after the date hereof, any Lender
shall have determined that the adoption or implementation of any applicable law,
rule, or regulation regarding capital adequacy (including, without limitation,
any law, rule, or regulation implementing the Basle Accord), or any change
therein, or any change in the interpretation or administration thereof by any
central bank or other Governmental Authority charged with the interpretation or
administration thereof, or compliance by such Lender (or its parent) with any
guideline, request, or directive regarding capital adequacy (whether or not
having the force of law) of any central bank or other Governmental Authority
(including, without limitation, any guideline or other requirement implementing
the Basle Accord), has or would have the effect of reducing the rate of return
on such Lender's (or its parent's) capital as a consequence of its obligations
hereunder or the transactions contemplated hereby to a level below that which
such Lender (or its parent) could have achieved but for such adoption,
implementation, change or compliance (taking into consideration such Lender's
policies with respect to capital adequacy) by an amount deemed by such Lender to
be material, then from time to time, within ten (10) Business Days after demand
by such Lender (with a copy to the Administrative Agent), which demand shall be
delivered by such Lender to Borrower as promptly as practicable after such
Lender obtains knowledge of such reduction in its rate of return, Borrower shall
pay to such Lender such additional amount or amounts as will compensate such
Lender (or its parent) for such reduction.  A certificate of such Lender
claiming compensation under this SECTION and setting forth the additional amount
or amounts to be paid to it hereunder shall be conclusive, absent manifest error
and provided that the determination thereof is made on a reasonable basis.  In
determining such amount or amounts, such Lender may use any reasonable averaging
and attribution methods.

                                   ARTICLE V

                                   SECURITY

     SECTION 5.1   COLLATERAL.  To secure the full and complete payment and
performance of the Obligations, Borrower shall execute and deliver or cause to
be executed and delivered the documents described below covering the property
and collateral described therein (which, together with any other property and
collateral which may now or hereafter secure the Obligations or any part
thereof, is sometimes herein called the "COLLATERAL"):

     (a)  Borrower shall execute and deliver to the Administrative Agent, for
the benefit of the Lenders, the First Amendment to the Borrower Security
Agreement.

     (b)  The Guarantors shall execute and deliver to the Administrative Agent,
for the benefit of the Lenders, the First Amendment to the Guarantor Security
Agreements.

     (c) Pledgors shall execute and deliver to the Administrative Agent, for
the benefit of the Lenders, the First Amendment to the Pledge Agreements.

                                       27
<PAGE>

     (d)  Borrower shall execute and cause to be executed such further documents
and instruments, including without limitation, Uniform Commercial Code financing
statements, as the Administrative Agent and the Documentation Agent, in their
sole discretion, deem necessary or desirable to evidence and perfect the
Administrative Agent's liens and security interests in the Collateral.

     SECTION 5.2   SETOFF.  If an Event of Default shall have occurred and is
continuing, each Lender is hereby authorized at any time and from time to time,
without notice to Borrower (any such notice being hereby expressly waived by
Borrower), to set off and apply any and all deposits (general or special, time
or demand, provisional or final) at any time held and other indebtedness at any
time owing by such Lender to or for the credit or the account of Borrower
against any and all of the obligations of Borrower now or hereafter existing
under this Agreement, such Lender's Notes, or any other Loan Document,
irrespective of whether or not the Administrative Agent or such Lender shall
have made any demand under this Agreement or such Lender's Notes or such other
Loan Document and although such obligations may be unmatured.  Each Lender
agrees promptly to notify Borrower (with a copy to the Administrative Agent)
after any such setoff and application, provided that the failure to give such
notice shall not affect the validity of such setoff and application.  The rights
and remedies of each Lender hereunder are in addition to other rights and
remedies (including, without limitation, other rights of setoff) which such
Lender may have.

     SECTION 5.3   GUARANTIES.  Each Guarantor shall unconditionally and
irrevocably confirm its guaranty of the payment and performance of the
Obligations by execution and delivery of the First Amendment to the Guaranties.

                                  ARTICLE VI

                             CONDITIONS PRECEDENT

     SECTION 6.1   INITIAL ADVANCE.  The obligation of each Lender to make its
initial Advance is subject to the condition precedent that the Documentation
Agent shall have received on or before the day of such Advance all of the
following, each dated (unless otherwise indicated) the date hereof, in form and
substance satisfactory to the Documentation Agent:

     (a)  RESOLUTIONS.  Resolutions of the Boards of Directors of Borrower and
each Guarantor certified by the Secretary or an Assistant Secretary of each of
them which authorize the execution, delivery, and performance by such Company of
this Agreement and/or the other Loan Documents to which such Company is or is to
be a party;

     (b)  INCUMBENCY CERTIFICATE.  A certificate of incumbency certified by the
Secretary or an Assistant Secretary of Borrower and each Guarantor certifying
the names of the officers of each such Company, authorized to sign this
Agreement and each of the other Loan Documents to which each such Company is or
is to be a party (including the certificates contemplated herein) together with
specimen signatures of such officers;

     (c)  ARTICLES OF INCORPORATION.  The articles of incorporation of Borrower
and Litho certified, in the case of Borrower, by the Secretary of State of
Delaware, and, in the case of Litho, by the Secretary or an Assistant Secretary
of such Company;

     (d)  BYLAWS.  The bylaws of Borrower and Litho certified by the Secretary
or an Assistant Secretary of each such Company;

                                       28
<PAGE>

     (e)  GOVERNMENTAL CERTIFICATES.  Certificates of the appropriate government
officials of the state of incorporation of Borrower and Litho as to the
existence and good standing of each of them;

     (f)  NOTES.  The Notes executed by Borrower;

     (g)  BORROWER SECURITY AGREEMENT.  The Consent, Confirmation and
Ratification of Borrower Security Agreement executed by Borrower;

     (h)  GUARANTIES.  The Consent, Confirmation and Ratification of Guaranty
Agreement executed by the Guarantors;

     (i)  GUARANTOR SECURITY AGREEMENT.  The Consent, Confirmation and
Ratification of Guarantor Security Agreements executed by the Guarantors;

     (j)  PLEDGE AGREEMENTS.  The Consent, Confirmation and Ratification of
Pledge and Security Agreements executed by the Pledgors;

     (k)  FINANCING STATEMENTS.  Uniform Commercial Code financing statements
executed by Borrower and each Guarantor and covering the Collateral;

     (l)  STOCK CERTIFICATES.  Stock certificates evidencing all stock pledged
pursuant to the Borrower Security Agreement and each Guarantor Security
Agreement, as applicable, together with stock powers duly executed in blank;

     (m)  CERTIFICATES OF TITLE.  Original certificates of title, together with
executed applications for title, for all vehicles used in connection with the
transportation of lithotripters pledged pursuant to the Borrower Security
Agreement and the Guarantor Security Agreements;

     (n)  INSURANCE POLICIES.  Copies of all insurance policies required by
SECTION 8.5, together with loss payee endorsements in favor of the
Administrative Agent, for the benefit of the Lenders, with respect to all
insurance policies covering Collateral;

     (o)  UCC AND TAX AND JUDGMENT LIEN SEARCHES.  The results of Uniform
Commercial Code searches showing all financing statements and other documents or
instruments, and tax and judgment lien searches showing all tax and judgment
liens, on file against Borrower and Litho in such jurisdictions as the
Administrative Agent shall require, such searches to be  as of a date no more
than twenty (20) days prior to the date of the initial Advance;

     (p)  PERFECTION CERTIFICATE.  A Perfection Certificate, in substantially
the form of EXHIBIT F hereto, properly completed and signed by the Chief
Executive or Chief Financial Officer or Vice President-Finance of Borrower and
the Guarantors;

     (q)  OPINION OF COUNSEL.  Favorable opinions as to the matters set forth in
EXHIBIT G hereto of (i) Small, Craig & Werkenthin, special Texas legal counsel
to Borrower and the Guarantors, and (ii) Bingham Dana & Gould, special
Massachusetts legal counsel to the Agents and the Lenders;

     (r)  ATTORNEYS' FEES AND EXPENSES.  Evidence that the costs and expenses
(including attorneys' fees) referred to in SECTION 13.1, to the extent incurred,
shall have been paid in full by Borrower;

                                       29
<PAGE>

     (s)  FEES.  Borrower shall have paid to the Agents for their own account,
the fees owed by Borrower to the Agents pursuant to the letter agreements of
even date herewith between Borrower and the Agents; and

     (t)  FEDERAL RESERVE BOARD FORM U-1.  For the Administrative Agent a
properly completed Federal Reserve Board Form U-1 duly executed by each Company
pledging stock of another Company.

     SECTION 6.2   ALL ADVANCES.  The obligation of each Lender to make any
Advance (including the initial Advance) is subject to the following additional
conditions precedent:

     (a)  ADVANCE REQUEST FORM.  The Administrative Agent shall have received,
in accordance with SECTION 2.5, an Advance Request Form executed by an
authorized officer of Borrower;

     (b)  NO DEFAULT.  No Default shall have occurred and be continuing, or
would result from such Advance;

     (c)  REPRESENTATIONS AND WARRANTIES.  All of the representations and
warranties contained in ARTICLE VII hereof and in each of the other Loan
Documents shall be true and correct on and as of the date of such Advance with
the same force and effect as if such representations and warranties had been
made on and as of such date, except to the extent that such representations and
warranties speak to a specific date or the facts on which such representations
and warranties are based have been changed by transactions contemplated by the
Loan Documents; and

     (d)  ADDITIONAL DOCUMENTATION.  The Administrative Agent shall have
received such additional approvals, opinions, or documents as are required by
the terms and provisions of this Agreement or any other Loan Document.

                                  ARTICLE VII

                        REPRESENTATIONS AND WARRANTIES

     To induce the Agents and the Lenders to enter into this Agreement, Borrower
hereby represents and warrants to the Agents and the Lenders that:

     SECTION 7.1   EXISTENCE.

     (a)  CORPORATE EXISTENCE. Each of the Companies (other than the
Partnerships): (a) is a corporation duly organized, validly existing, and in
good standing under the laws of the jurisdiction of its incorporation; (b) has
all requisite corporate power and authority to own its assets and carry on its
business as now being or as proposed to be conducted; and (c) is qualified to do
business in all jurisdictions in which the nature of its business makes such
qualification necessary and where failure to so qualify would have a material
adverse effect on the business, condition (financial or otherwise), operations,
or properties of the Companies taken as a whole, Borrower, or any Material
Subsidiary. Each Company has the corporate power and authority to execute,
deliver, and perform its obligations under this Agreement and the other Loan
Documents to which it is or may become a party.

     (b)  PARTNERSHIP EXISTENCE. Each of the Partnerships: (a) is a general
partnership, limited partnership or limited liability company, as appropriate,
duly organized, validly existing, and in good standing under the laws of the
jurisdiction of its formation; (b) has all requisite partnership power and
authority or

                                       30
<PAGE>

company power and authority, as appropriate, to own its assets and carry on its
business as now being or as proposed to be conducted; and (c) is qualified to do
business in all jurisdictions in which the nature of its business makes such
qualification necessary and where failure to so qualify would have a material
adverse effect on the business, condition (financial or otherwise), operations,
or properties of the Companies taken as a whole, Borrower, or any Material
Subsidiary.

     SECTION 7.2   FINANCIAL STATEMENTS.  Borrower has delivered to the
Administrative Agent audited consolidated financial statements of the Companies
as of and for the fiscal year ended December 31, 1996, and unaudited
consolidated financial statements of Borrower for the one (1) month period ended
January 31, 1997.  Such financial statements have been prepared in accordance
with GAAP, and fairly present, on a consolidated basis, the financial condition
of the Companies and Litho and the Partnerships, as appropriate, as of the
respective dates indicated therein and the results of operations for the
respective periods indicated therein.  There has been no material adverse change
in the business, condition (financial or otherwise), operations, or properties
of the Companies taken as a whole, Borrower, or any Material Subsidiary since
the effective date of the most recent financial statements referred to in this
SECTION.

     SECTION 7.3   CORPORATE ACTION:  NO BREACH.  The execution, delivery, and
performance by each Company of this Agreement and the other Loan Documents to
which such Company is or may become a party and compliance with the terms and
provisions hereof and thereof have been duly authorized by all requisite
corporate action (or, if such Company is a partnership, then partnership action)
on the part of such Company and do not and will not (a) violate or conflict
with, or result in a breach of, or require any consent under (i) the articles of
incorporation or bylaws of such Company (or, if such Company is a partnership,
then the partnership agreement of such Company), (ii) any material applicable
law, rule, or regulation or any material order, writ, injunction, or decree of
any Governmental Authority or arbitrator, or (iii) any material agreement or
instrument to which such Company is a party or by which such Company or any of
its property is bound or subject (other than agreements and instruments relating
to Debt which will be paid off with the proceeds of the initial Advance), or (b)
constitute a material default under any such agreement or instrument (other than
agreements and instruments relating to Debt which will be paid off with the
proceeds of the initial Advance), or result in the creation or imposition of any
Lien (except as provided in ARTICLE V) upon any of the revenues or assets of any
of the Companies.

     SECTION 7.4   OPERATION OF BUSINESS.  Each of the Companies possesses all
licenses, permits, franchises, patents, copyrights, trademarks, and tradenames,
or rights thereto, necessary to conduct their respective businesses
substantially as now conducted and as presently proposed to be conducted.  None
of the Companies is in violation of any valid rights of others with respect to
any of the foregoing (except where the failure to do so would not have a
material adverse effect on the business, condition (financial or otherwise),
operations or properties of the Companies taken as a whole, Borrower, or any
Material Subsidiary).

     SECTION 7.5   LITIGATION AND JUDGMENTS.  As of the date hereof, except as
disclosed on SCHEDULE 7.5 hereto, there is no action, suit, investigation, or
proceeding before or by any  Governmental Authority or arbitrator pending, or to
the knowledge of Borrower, threatened against or affecting any of the Companies,
that would, if adversely determined, have a material adverse effect on the
business, condition (financial or otherwise), operations or properties of the
Companies taken as a whole, Borrower, or any Material Subsidiary or the ability
of Borrower to pay and perform the Obligations.  There are no outstanding
judgments against any Company.

     SECTION 7.6   RIGHTS IN PROPERTIES; LIENS.  Each of the Companies has good
and indefeasible title to or valid leasehold interests in their respective
material properties and assets, real and personal, including the properties,
assets, and leasehold interests reflected in the financial statements described
in SECTION 7.2, and

                                       31
<PAGE>

none of the properties, assets, or leasehold interests of any Company is subject
to any Lien, except as permitted by SECTION 9.2.

     SECTION 7.7   ENFORCEABILITY.  This Agreement constitutes, and the other
Loan Documents to which Borrower is a party, when delivered, shall constitute
the legal, valid, and binding obligations of Borrower, enforceable against
Borrower in accordance with their respective terms, except as limited by
bankruptcy, insolvency, or other laws of general application relating to the
enforcement of creditors' rights. The Loan Documents to which each Guarantor is
a party, when delivered, shall constitute the legal, valid, and binding
obligations of such Guarantor, enforceable against such Guarantor in accordance
with their respective terms, except as limited by bankruptcy, insolvency, or
other laws of general application relating to the enforcement of creditors'
rights.

     SECTION 7.8   APPROVALS.  No authorization, approval, or consent of, and
no filing or registration with, any Governmental Authority or third party is or
will be necessary for the execution, delivery, or performance by Borrower or any
Guarantor of this Agreement and the other Loan Documents to which Borrower or
any Guarantor is or may become a party or for the validity or enforceability
thereof.

     SECTION 7.9   DEBT.  As of the date hereof, the Companies have no Debt,
except as disclosed on SCHEDULE 7.9.

     SECTION 7.10  TAXES.  The Companies have filed or extended all tax returns
(federal, state, and local) required to be filed, including all income,
franchise, employment, property, and sales tax returns, and have paid all of
their respective liabilities for taxes, assessments, governmental charges, and
other levies that are due and payable.  Except as previously disclosed to the
Administrative Agent in writing, no Company knows of any pending investigation
of any of them by any taxing authority or of any pending but unassessed tax
liability of any of them.

     SECTION 7.11  USE OF PROCEEDS; MARGIN SECURITIES.  No Company is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying margin stock (within the
meaning of Regulations G, T, U, or X of the Board of Governors of the Federal
Reserve System), and no part of the proceeds of any Advance will be used to
purchase or carry any margin stock or to extend credit to others for the purpose
of purchasing or carrying margin stock, except for purchases of Borrower's
capital stock  permitted by SECTION 9.4 hereof.

     SECTION 7.12  ERISA.  The Companies are in compliance in all material
respects with all applicable provisions of ERISA.  Neither a Reportable Event
nor a Prohibited Transaction has occurred and is continuing with respect to any
Plan.  No notice of intent to terminate a Plan has been filed, nor has any Plan
been terminated.  No circumstances exist which constitute grounds entitling the
PBGC to institute proceedings to terminate, or appoint a trustee to administer,
a Plan, nor has the PBGC instituted any such proceedings.  None of the Companies
nor any ERISA Affiliate has completely or partially withdrawn from a Multi-
employer Plan.  The Companies and each ERISA Affiliate have met their minimum
funding requirements under ERISA with respect to all of their Plans, and the
present value of all vested benefits under each Plan does not exceed the fair
market value of all Plan assets allocable to such benefits, as determined on the
most recent valuation, date of the Plan and in accordance with ERISA.  None of
the Companies nor any ERISA Affiliate has incurred any liability to the PBGC
under ERISA.

     SECTION 7.13  DISCLOSURE.  All factual information (taken as a whole)
furnished by or on behalf of Borrower in writing to any Agent or any Lender
(including, without limitation, all factual information contained in the Loan
Documents) for purposes of or in connection with this Agreement, the other Loan

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Documents or any transaction contemplated herein or therein is, and all other
such factual information (taken as a whole) hereafter furnished by or on behalf
of Borrower in writing will be, true and accurate in all material respects on
the date as of which such factual information is dated or certified and is not
(and such factual information (taken as a whole) hereafter furnished will not
be) incomplete by omitting to state any facts necessary to make such factual
information (taken as a whole) not misleading in any material respect at such
time in light of the circumstances under which such factual information was
provided.

     SECTION 7.14  SUBSIDIARIES; PARTNERSHIPS.  Each of the Guarantors is a
direct or indirect wholly-owned Subsidiary of Borrower, and as of the date
hereof, together with the Partnerships listed on SCHEDULE 3, constitute all of
the Subsidiaries of Borrower.  SCHEDULE 7.14.1, as the same may be amended from
time to time to reflect transactions permitted by this Agreement, sets forth the
outstanding shares of capital stock  (or other ownership interests) and the name
of each shareholder of each of the Subsidiaries of Borrower.  All of the
outstanding capital stock of Borrower and each of its Subsidiaries has been
validly issued, is fully paid, and is nonassessable.  SCHEDULE 7.14.2, as the
same may be amended from time to time to reflect transactions permitted by this
Agreement, sets forth the outstanding partnership interests of the Partnerships
owned by each of the Companies.

     SECTION 7.15  AGREEMENTS.  Except as set forth on SCHEDULE 7.15, none of
the Companies is a party to any indenture, loan, or credit agreement, or to any
lease or other agreement or instrument, or subject to any charter or corporate
restriction which could reasonably be expected to have a material adverse effect
on the business, condition (financial or otherwise), operations or properties of
the Companies taken as a whole, Borrower, or any Material Subsidiary or the
ability of Borrower or any Guarantor to pay and perform its obligations under
the Loan Documents to which it is a party.  None of the Companies is in default
in any material respect in the performance, observance, or fulfillment of any of
the obligations, covenants, or conditions contained in any agreement or
instrument to which it is a party, which default, in the aggregate with all such
other defaults, would have a material adverse affect on the business, condition
(financial or otherwise), operations or properties of the Companies taken as a
whole, Borrower, or any Material Subsidiary.

     SECTION 7.16  COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL
AUTHORIZATIONS.

     (a)  Except as set forth in SCHEDULE 7.16.1: (i) each Company is in
compliance in all material respects with each Legal Requirement that is or was
applicable to it or to the conduct or operation of its business or the ownership
or use of any of its assets; and (ii) no Company has received any notice or
other communication from any Governmental Authority or other Person of any event
or circumstance which could constitute a violation of, or failure to comply
with, any Legal Requirement.

     (b)  Except as set forth in SCHEDULE 7.16: (i) each Company is in material
compliance with all of the terms and requirements of each Governmental
authorization held by such Company; (ii) no Company has received any notice or
other communication from any Governmental Authority or other Person of, any
event or circumstance which could constitute a violation of, or failure to
comply with, any term or requirement of any Governmental Authorization, or of
any actual or potential revocation, withdrawal, cancellation or termination of,
or material modification to, any Governmental Authorization; (iii) all
applications required to have been filed for the renewal of any required
Governmental Authorizations have been duly filed on a timely basis with the
appropriate Governmental Authorities, and all other filings required to have
been made with respect to such Governmental Authouly made on a timely basis with
the appropriate Governmental Authorities; (iv) all Governmental Authorizations
of the Companies are transferable to the Companies; (v) upon consummation of the
transactions contemplated hereby, the Companies will lawfully hold all such
Governmental Authorizations; and (vi) none of such Governmental Authorizations
will terminate upon consummation of the transactions contemplated hereby. Except
as set forth on SCHEDULE 7.16, each of

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<PAGE>

the Companies possesses the necessary Governmental Authorizations (i) necessary
to permit each Company to lawfully conduct and operate its respective business
in the manner it currently conducts and operates such business and to permit
such Company to own and use its assets in the manner in which it currently owns
and uses such assets, and (ii) necessary to permit each Company, upon the
consummation of the transactions contemplated hereby, to lawfully conduct and
operate its business and to permit each Company to own and use its assets, where
the failure to have such Governmental Authorization would have a material
adverse effect on the business, condition (financial or otherwise), operations
or properties of the Companies taken as a whole, Borrower, or any Material
Subsidiary.

     SECTION 7.17  INVESTMENT COMPANY ACT.  No Company is an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

     SECTION 7.18  PUBLIC UTILITY HOLDING COMPANY ACT.  No Company is a
"holding company" or a "subsidiary company" of a "holding company" or an
"affiliate" of a "holding company" or a "public utility" within the meaning of
the Public Utility Holding Company Act of 1935, as amended.

     SECTION 7.19  ENVIRONMENTAL MATTERS.  Except as disclosed on SCHEDULE
7.19, as the same may be amended from time to time, hereto:

     (a)  Each of the Companies and all of their respective properties, assets,
and operations are in compliance in all material respects with all Environmental
Laws.  No Company is aware of, nor have any of them received notice of, any
past, present, or future conditions, events, activities, practices, or incidents
which may interfere with or prevent the material compliance or continued
material compliance of any Company with all material Environmental Laws; and

     (b)  The Companies have obtained all material permits, licenses and
authorizations that are required under applicable Environmental Laws, and all
such permits are in good standing and each Company is in compliance is all
material respects with all of the terms and conditions of such permits.

                                 ARTICLE VIII

                              POSITIVE COVENANTS

     Borrower hereby covenants and agrees that, as long as the Obligations or
any part thereof are outstanding or any Lender has any Commitment hereunder,
Borrower will perform and observe each of the following positive covenants:

     SECTION 8.1   REPORTING REQUIREMENTS.  Borrower will furnish to the
Administrative Agent and each Lender:

     (a)  ANNUAL FINANCIAL STATEMENTS.  As soon as available, and in any event
within ninety-five (95) days after the end of each fiscal year of Borrower,
beginning with the fiscal year ending December 31, 1996, a copy of the annual
audit report of the Companies for such fiscal year containing, on a consolidated
and consolidating basis, balance sheets and statements of income, retained
earnings, and cash flow as at the end of such fiscal year and for the twelve
(12)-month period then ended, in each case setting forth in comparative form the
figures for the preceding fiscal year, audited by independent certified public
accountants of recognized standing, and accompanied by an opinion of such
independent certified public accountants stating that such report has been
prepared in accordance with GAAP;

                                       34
<PAGE>

     (b)  MONTHLY FINANCIAL STATEMENTS.  As soon as available, and in any event
within forty (40) days after the end of each month of each fiscal year of
Borrower, a copy of an unaudited financial report of the Companies as of the end
of such month and for the portion of the fiscal year then ended, containing, on
a consolidated and consolidating basis, balance sheets and statements of income,
retained earnings, and cash flow, in each case setting forth in comparative form
the figures for the corresponding period of the preceding fiscal year, certified
by the chief financial officer of Borrower to have been prepared in accordance
with GAAP and to fairly and accurately present (subject to year-end audit
adjustments) the financial condition and results of operations of the Companies,
on a consolidated and consolidating basis, at the date and for the periods
indicated therein;

     (c)  COMPLIANCE CERTIFICATE.  Concurrently with the delivery of each of the
financial statements referred to in SECTION 8.1(A) and within forty (40) days
after the end of each of the first three (3) fiscal quarters of each fiscal year
of Borrower, a certificate of the chief executive or chief financial officer of
Borrower, in substantially the form of EXHIBIT H, (i) stating that to such
officer's knowledge, no Default has occurred and is continuing, or if a Default
has occurred and is continuing, a statement as to the nature thereof and the
action that is proposed to be taken with respect thereto, and (ii) showing in
reasonable detail the calculations demonstrating compliance with ARTICLE X;

     (d)  ACCOUNTS RECEIVABLE AGING REPORT.  As soon as available and in any
event within forty (40) days after the end of each month, an aged listing of the
accounts receivable of each of Borrower and its Subsidiaries as of the end of
such month in a form reasonably satisfactory to the Administrative Agent;

     (e)  BUSINESS PLAN AND BUDGET.  As soon as available and in any event by
December 15 of each year, a copy of the annual budget and business plan of
Borrower and its Subsidiaries for the upcoming fiscal year, together with
details of the assumptions, if any, underlying such budget and business plan;

     (f)  MANAGEMENT LETTERS.  Promptly upon receipt thereof, a copy of any
management letter or written report submitted to any Company by independent
certified public accountants with respect to the business, condition (financial
or otherwise), operations, or properties of any Company;

     (g)  NOTICE OF LITIGATION.  Promptly after the commencement thereof, notice
of all actions, suits, and proceedings before any Governmental Authority or
arbitrator affecting Borrower or any of its Subsidiaries which, if determined
adversely to Borrower or any such Subsidiary, could have a material adverse
effect on the business, condition (financial or otherwise), options, or
properties of Borrower, any Subsidiary or the Companies (taken as a whole);

     (h)  NOTICE OF DEFAULT.  As soon as possible and in any event within five
(5) days after Borrower knows of the occurrence of each Default, a written
notice setting forth the details of such Default and the action that Borrower
has taken and proposes to take with respect thereto;

     (i)  ERISA REPORTS.  Promptly after the filing or receipt thereof, copies
of all reports, including annual reports, and notices which any Company files
with or receives from the PBGC or the U.S. Department of Labor under ERISA; and
as soon as possible and in any event within five (5) days after any Company
knows or has reason to know that any Reportable Event or Prohibited Transaction
has occurred with respect to any Plan or that the PBGC, or any Company has
instituted or will institute proceedings under Title IV of ERISA to terminate
any Plan, a certificate of the chief financial officer of Borrower setting forth
the details as to such Reportable Event or Prohibited Transaction or Plan
termination and the action that Borrower proposes to take with respect thereto;

                                       35
<PAGE>

     (j)  REPORTS TO OTHER CREDITORS.  Promptly after the furnishing thereof,
copies of any statement or report furnished by Borrower or any of its
Subsidiaries to any other creditor to which any Company owes $250,000.00 or more
pursuant to the terms of any indenture, loan, or credit or similar agreement and
not otherwise required to be furnished to the Administrative Agent and the
Lenders pursuant to any other clause of this SECTION;

     (k)  PROXY STATEMENTS, ETC.  As soon as available, one (1) copy of each
financial statement, report, notice or proxy statement sent by Borrower to its
stockholders generally and one (1) copy of each regular, periodic or special
report, registration statement, or prospectus filed by Borrower with any
securities exchange or the Securities and Exchange Commission or any successor
agency including, without limitation, all Forms 10-K, 10-Q and 8-K and all other
periodic reports required to be filed under the Securities Exchange Act of 1934
and the rules and regulations promulgated thereunder;

     (l)  PARTNERSHIP LISTS.  As soon as available, and in any event (a) within
thirty (30) days after the Administrative Agent requests such information from
Borrower, a list of the names of each partner of each of the Partnerships and a
list of the names and addresses of each partner of each of the Partnerships;

     (m)  GOVERNMENTAL AUTHORIZATIONS.  Upon the request of the Administrative
Agent, but not more often than one (1) time during each fiscal year of Borrower,
a complete and accurate list of each Governmental Authorization held by each of
Companies or that otherwise relate to the business of, or to any of the assets
owned or used by, each of the Companies;

     (n)  LITHO AND PARTNERSHIP STATEMENTS.  As soon as available, and in any
event within forty (40) days after the end of each fiscal quarter of Borrower,
beginning with the fiscal quarter ended March 31, 1997, income and cash flow
statements for each of the Partnerships on a consolidated and consolidating
basis;

     (o)  PARTNERSHIP ACTIONS.  Promptly after the incurrence thereof, notice of
any Partnership's (i) incurrence of Debt, (ii) change in accounting treatment or
reporting practices (which change shall not affect any reporting requirements
set forth herein or the Loan Documents), except as permitted by GAAP and
disclosed to the Administrative Agent,  (iii) change in tax reporting treatment,
except as permitted by law,  (iv) amendment of any partnership agreement or
management agreement between such Partnership and any Company and copies of any
such amendment certified by an officer of Borrower as being true and correct,
and (v) change in its insurance; and

     (p)  GENERAL INFORMATION.  Promptly, such other information concerning
Borrower or any of its Subsidiaries as the Administrative Agent or any Lender
may from time to time reasonably request.

     SECTION 8.2   MAINTENANCE OF EXISTENCE; CONDUCT OF BUSINESS.  Borrower
will preserve and maintain its corporate existence and all of its leases,
privileges, licenses, permits, franchises, qualifications, and rights that are
necessary or desirable in the ordinary conduct of its business.  Borrower will
cause each of its Subsidiaries to preserve and maintain its corporate,
partnership or other similar existence and all of its leases, privileges,
licenses, permits, franchises, qualifications and rights that are necessary or
desirable in the ordinary conduct of its business, except, in each case, where
failure to do so would not have a material adverse effect on the business,
condition (financial or otherwise), operations or properties of the Companies
taken as a whole, Borrower, or any Material Subsidiary.  Borrower will conduct,
and will cause each of its Subsidiaries to conduct, its business in an orderly
and efficient manner in accordance with good business practices.

     SECTION 8.3   MAINTENANCE OF PROPERTIES.  Borrower will maintain, keep,
and preserve, and cause each of its Subsidiaries to maintain, keep, and
preserve, all of its properties (tangible and intangible) necessary

                                       36
<PAGE>

or useful in the proper conduct of its business in good working order and
condition, except, in each case, as permitted by SECTION 9.8 or 9.9 or where the
failure to do so would not have a material adverse effect on the business,
condition (financial or otherwise), operations or properties of the Companies
taken as a whole, Borrower, or any Material Subsidiary.

     SECTION 8.4   TAXES AND CLAIMS.  Borrower will pay or discharge, and will
cause each of its Subsidiaries to pay or discharge, at or before maturity or
before becoming delinquent (a) all material taxes, levies, assessments, and
governmental charges imposed on it or its income or profits or any of its
material property, and (b) all material lawful claims for labor, material, and
supplies, which, if unpaid, might become a Lien upon any of its property;
provided, however, that no Company shall be required to pay or discharge any
tax, levy, assessment, or governmental charge which is being contested in good
faith by appropriate proceedings diligently pursued, and for which adequate
reserves have been established.

     SECTION 8.5   INSURANCE.  Borrower will maintain, and will cause each of
its Subsidiaries to maintain (except in the case of the Partnerships, in which
case Borrower shall maintain for the Partnerships), insurance with financially
sound and reputable insurance companies in such amounts and covering such risks
as is usually carried by corporations engaged in similar businesses and owning
similar properties in the same general areas in which the Companies operate,
consistent with past practices of the Companies and to the extent available on
commercially reasonable terms, provided that in any event Borrower will maintain
and cause each of its Subsidiaries (except in the case of the Partnerships, in
which case Borrower shall maintain for the Partnerships) to maintain workmen's
compensation insurance, property insurance, comprehensive general liability
insurance, professional liability insurance, and business interruption insurance
reasonably satisfactory to the Lenders.  Each insurance policy covering
Collateral shall name the Administrative Agent as loss payee, for the benefit of
the Lenders, as its interests may appear and shall provide that such policy will
not be canceled or reduced without thirty (30) days' prior written notice to the
Administrative Agent. Borrower will annually provide the Administrative Agent
with all certificates of insurance evidencing all policies of insurance of
Borrower and its Subsidiaries.

     SECTION 8.6   INSPECTION RIGHTS.  At any reasonable time and from time to
time after reasonable notice to Borrower, Borrower will permit, and will cause
each of its Subsidiaries to permit, representatives of the Administrative Agent
and each Lender to examine, copy, and make extracts from its books and records,
to visit and inspect its properties, and to discuss its business, operations,
and financial condition with its officers, and independent certified public
accountants.  Prior to removing any such copies or extracts from a Company's
premises, such Company's representatives shall be provided a reasonable
opportunity to review such information and mark or identify it as "confidential"
or "confidential information" as reasonably deemed appropriate by such Company.

     SECTION 8.7   KEEPING BOOKS AND RECORDS.  Borrower will maintain, and will
cause each of its Subsidiaries to maintain, proper books of record and account
in which full, true, and correct entries in conformity with GAAP shall be made
of all dealings and transactions in relation to its business and activities.

     SECTION 8.8   COMPLIANCE WITH LAWS.  Borrower will comply, and will cause
each of its Subsidiaries to comply, in all material respects with all material
applicable laws, rules, regulations, orders, and decrees of any Governmental
Authority or arbitrator.

     SECTION 8.9   COMPLIANCE WITH AGREEMENTS.  Borrower will comply, and will
cause each of its Subsidiaries to comply, in all material respects with all
agreements, contracts, and instruments binding on it or affecting its properties
or business, except where the failure to do so would not have a material adverse

                                       37
<PAGE>

effect on the business, condition (financial or otherwise), operations or
properties of the Companies taken as a whole, Borrower, or any Material
Subsidiary.

     SECTION 8.10  FURTHER ASSURANCES.  Borrower will (a), and will cause each
of its Subsidiaries (other than the Partnerships) to, execute and deliver such
further agreements and  instruments and take such further action as may be
reasonably requested by the Administrative Agent to carry out the provisions and
purposes of this Agreement and the other Loan Documents and, (b) and will cause
each of its Subsidiaries (including the Partnerships) to, create, preserve, and
perfect the Liens of the Administrative Agent, for the benefit of the Lenders,
in the Collateral.

     SECTION 8.11  ERISA.  Borrower will comply, and will cause each of its
Subsidiaries to comply, with all minimum funding requirements, and all other
material requirements, of ERISA, if applicable, so as not to give rise to any
liability thereunder.

      SECTION 8.12  INFORMATION RELATING TO PROPOSED ACQUISITIONS.  Borrower
will use its best efforts to keep the Administrative Agent and the Lenders
informed of the relevant information and status of and will share with the
Administrative Agent and the Lenders and provide copies to the extent possible,
of all material due diligence information relating to any proposed Acquisition
with respect to which Borrower or any Subsidiary enters into a letter of intent
or acquisition agreement, during the term of this Agreement.

     SECTION 8.13  AFTER-ACQUIRED SUBSIDIARIES.  Concurrently upon the
formation or Acquisition by Borrower or any Subsidiary of any Wholly-Owned
Subsidiary after the date hereof (pursuant to a Permitted Acquisition or
otherwise) (an "AFTER-ACQUIRED SUBSIDIARY"), Borrower shall cause the After-
Acquired Subsidiary to deliver articles of incorporation, bylaws, and
resolutions (or other corresponding constituent documents) and such opinions as
the Administrative Agent shall require and to execute a Guaranty, Guarantor
Security Agreement, and Pledge Agreement (if applicable), as shall be required
by the Administrative Agent to create first priority Liens in favor of the
Administrative Agent, for the benefit of the Lenders, in such After-Acquired
Subsidiary's assets, to secure the Obligations.

     SECTION 8.14  SYNDICATION COOPERATION.  Borrower acknowledges that the
Agents intend promptly to commence to syndicate the Commitments of the Lenders
in accordance with the provisions of SECTION 13.6. Borrower agrees to actively
assist Agents and their Affiliates in achieving a syndication that is
satisfactory to Agents and Borrower and in preparing information requested by
Agents in connection with arranging and syndication of the Commitments of the
Lenders and to take such other action deemed necessary by Agents or their
Affiliates, including the holding of a formal presentation to prospective
Lenders to achieve a successful syndication of the Commitments by Agents.  The
syndication efforts will be accomplished by a variety of means, including the
preparation of a confidential information memorandum and other marketing
materials, direct contact during the syndication between senior management
(including, but not limited to, the chief executive officer, the chief financial
officer and treasurer of Borrower) and advisors and Affiliates of Borrower and
the proposed syndicate Lenders.

                                  ARTICLE IX

                               NEGATIVE COVENANTS

     Borrower hereby covenants and agrees that, as long as the Obligations or
any part thereof are outstanding or any Lender has any Commitment hereunder,
Borrower will perform and observe the following negative covenants:

                                       38
<PAGE>

     SECTION 9.1   DEBT.  Borrower will not incur, create, assume, or permit to
exist, nor permit any of its Subsidiaries (other than the Partnerships) to
incur, create, assume, or permit to exist, any Debt, except:

     (a)  Debt owed to the Agents and the Lenders pursuant to the Loan
Documents;

     (b)  Existing Debt described on SCHEDULE 7.9 hereto;

     (c)  Debt owed to Borrower or to any Wholly-Owned Subsidiary;

     (d) Debt in an aggregate principal amount not to exceed $250,000.00 at any
time outstanding the proceeds of which are used by the Companies to purchase
equipment, other than lithotripters;

     (e) Any Company's obligations as general partner of a Partnership for the
Debt of such Partnership;

     (f) Any Company's Guarantee of Debt of any Partnership, if such Company is
a general partner of such Partnership; and

     (g)  Hedging Agreements as described in SECTION 11.1(M).

     SECTION 9.2   LIMITATION ON LIENS.  Borrower will not incur, create,
assume, or permit to exist, nor permit any of its Subsidiaries (other than the
Partnerships) to incur, create, assume, or permit to exist, any Lien upon any of
their respective properties, assets, or revenues, whether now owned or hereafter
acquired, except:

     (a)  Liens disclosed on SCHEDULE 9.2;

     (b)  Purchase money Liens securing Debt permitted by SECTION 9.1(d) and
(e);

     (c)  Liens in favor of the Administrative Agent, for the benefit of the
Lenders;

     (d)  Encumbrances consisting of minor easements, zoning restrictions, or
other restrictions on the use of real property that do not (individually or in
the aggregate) materially affect the value of the assets encumbered thereby or
materially impair the ability of Borrower or any of its Subsidiaries to use such
assets in their respective businesses, and none of which is violated in any
material respect by existing or proposed structures or land use;

     (e)  Liens for taxes, assessments, or other governmental charges which are
not delinquent or which are being contested in good faith and for which adequate
reserves have been established;

     (f)  Liens of mechanics, materialmen, warehousemen, carriers, or other
similar statutory Liens securing obligations that are not yet due and are
incurred in the ordinary course of business; and

     (g)  Liens resulting from good faith deposits to secure payments of
workmen's compensation or other social security programs or to secure the
performance of tenders, statutory obligations, surety and appeal bonds, bids,
contracts (other than for payment of Debt), or leases made in the ordinary
course of business.

     SECTION 9.3   MERGERS, ETC.  Except upon the prior written consent of the
Required Lenders, Borrower will not become a party to a merger or consolidation,
except with another Company where Borrower is the surviving entity.  Borrower
will not, and will not permit any of its Subsidiaries (other than the

                                       39
<PAGE>

Partnerships) to, wind-up, dissolve or liquidate itself, unless the assets and
stock or other ownership interests of the Company being wound up, dissolved or
liquidated are transferred to another Company. Except as permitted by SECTION
9.5, Borrower will not, and will not permit any of its Subsidiaries (other than
the Partnerships) to, make any Acquisition other than a Permitted Acquisition.
Borrower will not, and will not permit any of its Subsidiaries (other than the
Partnerships) to, form, incorporate, acquire or make any investment in any
Subsidiary, except (a) the Subsidiaries listed on SCHEDULE 7.14.1, (b)
Subsidiaries acquired or formed through a Permitted Acquisition, and (c)
Wholly-Owned Subsidiaries formed in accordance with SECTION 8.13.

     SECTION 9.4   RESTRICTED PAYMENTS.  Borrower will not declare or pay any
dividends or make any other payment or distribution (whether in cash, property,
or obligations) on account of its capital stock, or redeem, purchase, retire, or
otherwise acquire any of its capital stock, or permit any of its Subsidiaries to
purchase or otherwise acquire any capital stock of Borrower, or set apart any
money for a sinking or other analogous fund for any dividend or other
distribution on its capital stock or for any redemption, purchase, retirement,
or other acquisition of any of its capital stock; provided, however, that, from
the date hereof through and including the Termination Date, Borrower may redeem
or retire and/or the Companies may purchase shares of Borrower's capital stock
for an aggregate consideration of no more than $750,000.00.

     SECTION 9.5   INVESTMENTS.  Borrower will not make, nor permit any of its
Subsidiaries (other than the Partnerships) to make, any advance, loan, extension
of credit, or capital contribution to or investment in, or purchase or own, or
permit any of its Subsidiaries (other than the Partnerships) to purchase or own,
any stock, bonds, notes, debentures, or other securities of, any Person, except:

     (a)  The Companies, or any of them, may purchase (i) readily marketable
direct obligations of the United States of America or any agency thereof with
maturities of one year or less from the date of acquisition, (ii) fully insured
certificates of deposit with maturities of one year or less from the date of
acquisition issued by any commercial bank operating in the United States of
America having capital and surplus in excess of $1,000,000,000, and (iii)
commercial paper of a domestic issuer if at the time of purchase such paper is
rated in one (1) of the two (2) highest rating categories of Standard and Poor's
Rating Group, a division of McGraw Hill, Inc., a New York corporation, or
Moody's Investors Service, Inc.;

     (b)  The Companies, or any of them, may make loans to officers, directors
and employees of any of them provided such loans are made in the ordinary course
of business, and are in an aggregate principal amount of not more than
$200,000.00 at any time outstanding;

     (c)  Borrower may continue to hold capital stock of American Physicians
Service Group, Inc. held by Borrower on the date hereof; and

     (d)  The Companies may create new Subsidiaries, hold stock in Subsidiaries
and themselves, and engage in the transactions permitted by SECTION 9.3 hereof,
provided that Borrower complies with SECTION 8.13.

     SECTION 9.6   LIMITATION ON ISSUANCE OF CAPITAL STOCK.  Borrower will not
permit any of its Subsidiaries to at any time issue, sell, assign, or otherwise
dispose of (a) any of its capital stock or other ownership interests, (b) any
securities exchangeable for or convertible into or carrying any rights to
acquire any of its capital stock or other ownership interests, or (c) any
option, warrant, or other right to acquire any of its capital stock or other
ownership interests; provided, however, that any Subsidiary of Borrower may
issue, sell, assign or otherwise dispose of its capital stock or other ownership
interests, or securities

                                       40
<PAGE>

exchangeable for its capital stock or other ownership interests, to Borrower or
any other Wholly-Owned Subsidiary.

     SECTION 9.7   TRANSACTIONS WITH AFFILIATES.  Borrower will not enter into,
and will not permit any of its Subsidiaries to enter into, any transaction,
including, without limitation, the purchase, sale, or exchange of property or
the rendering of any service, with any Affiliate of Borrower or any Subsidiary
of Borrower, except in the ordinary course of Borrower's or such Subsidiary's
business and upon fair and reasonable terms no less favorable to Borrower or
such Subsidiary than would be obtained in a comparable arm's-length transaction
with a Person not an Affiliate of Borrower or such Subsidiary.

     SECTION 9.8   DISPOSITION OF ASSETS.  Borrower will not sell, lease,
assign, transfer, or otherwise dispose of any of its assets, nor permit any of
its Subsidiaries (other than the Partnerships) to do so with any of their
respective assets, except (subject to the mandatory prepayments required by
SECTION 3.3) (a) inter-Company transfers between Borrower and a Wholly-Owned
Subsidiary or between Wholly-Owned Subsidiaries, (b) dispositions of assets,
other than lithotripters, in the ordinary course of business for consideration
of up to an aggregate amount of $250,000.00 during the term of this Agreement,
(and the Administrative Agent agrees to execute and deliver releases of Liens in
connection with such dispositions), (c) dispositions by any Company of assets
used in connection with cardiac rehabilitation or diagnostic imaging, and (d)
dispositions of any tangible assets that are worn or obsolete, provided that
such tangible assets are replaced by assets of similar character where the
replacement of such asset is necessary or appropriate for the continued conduct
of such Company's business as presently conducted.

     SECTION 9.9   SALE AND LEASEBACK.  Borrower will not enter into, nor
permit any of its Subsidiaries (other than the Partnerships) to enter into, any
arrangement with any Person (other than another Company) pursuant to which it
leases from such Person equipment used in lithotripsy operations that has been
or is to be sold or transferred, directly or indirectly, by it to such Person;
provided, however, that the Companies may enter into any arrangement with any
Person pursuant to which it leases from such Person real or personal property
not used in lithotripsy operations that has been or is to be sold or
transferred, directly or indirectly, by it to such Person, in an aggregate
amount of up to but not to exceed $250,000.00 during the term of this Agreement.

     SECTION 9.10  PREPAYMENT OF DEBT.  Borrower will not prepay, nor permit
any of its Subsidiaries to prepay, any Debt, except the Obligations, if such
prepayment would result in Borrower being in violation of ARTICLE X hereof.

     SECTION 9.11  NATURE OF BUSINESS.  Borrower will not, and will not permit
any of its Subsidiaries (other than the Partnerships) to, engage in any business
other than the businesses in which they are engaged on the date hereof;
provided, however, that Borrower will not and will not permit any of its
Subsidiaries (other than the Partnerships) not already in the business of
providing non-medical management services to cardiac rehabilitation or
diagnostic imaging operations, to engage in either such business.

     SECTION 9.12  ENVIRONMENTAL PROTECTION.  Borrower will not, and will not
permit any of its Subsidiaries to, conduct any activity or use any of their
respective properties or assets in any manner that could reasonably be expected
to violate any Environmental Law or create any Environmental Liabilities for
which Borrower or any of its Subsidiaries would be responsible.

     SECTION 9.13  ACCOUNTING.  Borrower will not, and will not permit any of
its Subsidiaries (other than the Partnerships) to, change its fiscal year or
make any change (a) in accounting treatment or reporting

                                       41
<PAGE>

practices, except as permitted by GAAP and disclosed to the Administrative
Agent, or (b) in tax reporting treatment, except as permitted by law.

     SECTION 9.14  AMENDMENT OF PARTNERSHIP AND MANAGEMENT AGREEMENTS.
Borrower will not, and will not permit any of its Subsidiaries to, amend any
partnership agreements of any of the Partnerships or any management agreements
between any Company and any of the Partnerships, if such amendment could
reasonably be expected to have a material adverse effect on the business,
condition (financial or otherwise), operations, or properties of the Companies
taken as a whole, Borrower, or any Material Subsidiary.

                                   ARTICLE X

                              FINANCIAL COVENANTS

     Borrower hereby covenants and agrees that, as long as the Obligations or
any part thereof are outstanding or any Lender has any Commitment hereunder,
Borrower will perform and observe the following financial covenants:

     SECTION 10.1  TOTAL DEBT TO EBITDA.  Borrower will not permit the Total
Debt to EBITDA Ratio, determined as of the last day of each fiscal quarter of
the Companies and for the four (4) fiscal quarter period then ending, to exceed
the ratio set forth opposite such period below:

     ========================================================
                  PERIOD                        RATIO
     --------------------------------------------------------
     January 1, 1997 through December 31, 1997    3.00 to 1.0
     --------------------------------------------------------
     January 1, 1998 through December 31, 1998    2.75 to 1.0
     --------------------------------------------------------
     January 1, 1999 through December 31, 1999    2.25 to 1.0
     --------------------------------------------------------
     January 1, 2000 and thereafter               2.00 to 1.0
     ========================================================

For purposes of this SECTION 10.1, cash flows during the relevant period of any
entity acquired by the Companies during such period shall be included in the
calculation of EBITDA.

     SECTION 10.2  INTEREST COVERAGE RATIO.  Borrower will not permit the
Interest Coverage Ratio (a) as of the last day of March 31, 1997, June 30, 1997,
September 30, 1997 and December 31, 1997, in each case for the four (4) fiscal
quarters then ended, to be less than 3.75 to 1.0, (b) as of the last day of
March 31, 1998, June 30, 1998, September 30, 1998 and December 31, 1998, in each
case for the four (4) fiscal quarters then ended, to be less than 4.50 to 1.0,
and (c) as of the last day of each fiscal quarter of Borrower thereafter,
commencing March 31, 1999, to be less than 5.25 to 1.0.

     SECTION 10.3  TOTAL DEBT SERVICE COVERAGE RATIO.  Borrower will not permit
the Total Debt Service Coverage Ratio (a) as of the last day of each fiscal
quarter of Borrower thereafter, commencing March 31, 1997, to be less than 1.30
to 1.0.

     SECTION 10.4  CONSOLIDATED NET WORTH.  Borrower shall not permit, as of
any date during the following periods, its Consolidated Net Worth to be less
than the amount set forth opposite such period below, such amount to be (a)
increased on the last day of each successive fiscal quarter of Borrower,
beginning March 31, 1997 to and including March 31, 1998, by an amount equal to
one hundred percent (100%) of the increase in net worth arising from any
Acquisition or equity issuance, and (b) increased on the last day of each

                                       42
<PAGE>

successive fiscal quarter of Borrower beginning June 30, 1998, by an amount
equal to seventy-five percent (75%) of Consolidated Net Income for such fiscal
quarter:

     ===========================================================
                   PERIOD                             AMOUNT
     -----------------------------------------------------------
     Date hereof through March 30, 1997           $65,000,000.00
     -----------------------------------------------------------
     March 31, 1997 through September 29, 1997    $70,000,000.00
     -----------------------------------------------------------
     September 30, 1997 through March 30, 1998    $75,000,000.00
     -----------------------------------------------------------
     March 31, 1998 and thereafter                $75,000,000.00
     ===========================================================

     SECTION 10.5  MINIMUM EBITDA.  Borrower will not permit (a) EBITDA for
any one (1) fiscal quarter of the Companies to be less than $5,000,000.00, or
(b) EBITDA for any two (2) consecutive fiscal quarters of the Companies to be
less than $12,000,000.00.

                                  ARTICLE XI

                                    DEFAULT

     SECTION 11.1  EVENTS OF DEFAULT.  Each of the following shall be deemed an
"EVENT OF DEFAULT":

     (a)  Borrower shall fail to pay when due any amount of principal under any
Note.

     (b)  Borrower shall fail to pay by the Administrative Agent or any Lender
(through the Administrative Agent), any interest on the Advances, any fees due
hereunder or under any other Loan Document, or any other part of the Obligations
which does not constitute principal under the Notes, and such failure shall
continue for three (3) Business Days after such payment became due.

     (c)  Any representation or warranty made or deemed made by Borrower or any
Obligated Party (or any of their respective officers) in any Loan Document or in
any certificate, report, notice, or financial statement furnished at any time in
connection with this Agreement shall be false, misleading, or erroneous in any
material respect when made or deemed to have been made and the effect thereof
shall not have been cured within ten (10) Business Days after notice thereof to
Borrower by the Administrative Agent or any Lender (through the Administrative
Agent).

     (d)  Borrower shall fail to perform, observe, or comply with any covenant,
agreement, or term contained in ARTICLE X; or Borrower or any Obligated
agreement or term contained in SECTION 8.1 (a), (b), (c) or (d), or ARTICLE IX
and such failure shall continue for a period of three (3) Business Days after
notice thereof to Borrower by the Administrative Agent or any Lender (through
the Administrative Agent); or Borrower or any Obligated Party shall fail to
perform, observe br comply with any other covenant, agreement, or term contained
in this Agreement or any other Loan Document (other than covenants to pay the
Obligations) and such failure shall continue for a period of ten (10) Business
Days after notice thereof to Borrower by the Administrative Agent or any Lender
(through the Administrative Agent).

     (e)  Any Company shall commence a voluntary proceeding seeking
liquidation, reorganization, or other relief with respect to itself or its debts
under any bankruptcy, insolvency, or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator, custodian,
or other similar

                                       43
<PAGE>

official of it or a substantial part of its property or shall consent to any
such relief or to the appointment of or taking possession by any such official
in an involuntary case or other proceeding commenced against it or shall make a
general assignment for the benefit of creditors or shall generally fail to pay
its debts as they become due or shall take any corporate action to authorize any
of the foregoing.

     (f)  An involuntary proceeding shall be commenced against any Company
seeking liquidation, reorganization, or other relief with respect to it or its
debts under any bankruptcy, insolvency, or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator, custodian
or other similar official for it or a substantial part of its property, and such
involuntary proceeding shall remain undismissed and unstayed for a period of
forty-five (45) days.

     (g)  Any Company shall fail to discharge within a period of forty-five
(45) days after the commencement thereof any attachment, sequestration, or
similar proceeding or proceedings, including without limitation any order of
forfeiture, seizure or divestiture (whether under RICO or otherwise) involving
an aggregate amount in excess of Two Hundred Fifty Thousand and 00/100 Dollars
($250,000.00) against any of its assets or properties.

     (h)  A final judgment or judgments for the payment of money in excess of
Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) in the aggregate
shall be rendered by a court or courts against any Company and the same shall
not be discharged (or provision shall not be made for such discharge), or a stay
of execution thereof shall not be procured, within forty-five (45) days from the
date of entry thereof and such Company shall not, within said period of forty-
five (45) days, or such longer period during which execution of the same shall
have been stayed, appeal therefrom and cause the execution thereof to be stayed
during such appeal.

     (i)  Any Company shall fail to pay when due any principal of or interest
on Debt in an aggregate principal amount of Two Hundred Fifty Thousand and
00/100 Dollars ($250,000.00) or more (other than the Obligations), or the
maturity of any such Debt shall have been accelerated, or any such Debt shall
have been required to be prepaid prior to the stated maturity thereof, or any
event shall have occurred that permits (or, with the giving of notice or the
lapse of time or both, would permit) any holder or holders of such Debt or any
Person acting on behalf of such holder or holders to accelerate the maturity
thereof or require any such prepayment.

     (j)  This Agreement or any other Loan Document shall cease to be in full
force and effect or shall be declared null and void or the validity or
enforceability thereof shall be contested or challenged by Borrower, any
Subsidiary of Borrower, any Obligated Party or any of their respective
shareholders, or Borrower or any Obligated Party shall deny that it has any
further liability or obligation under any of the Loan Documents, or any Lien or
security interest created by the Loan Documents shall for any reason cease to be
a valid, first priority perfected security interest in and Lien upon any of the
Collateral purported to be covered thereby.

     (k)  Any of the following events shall occur or exist with respect to
Borrower or any ERISA Affiliate: (i) any Prohibited Transaction involving any
Plan; (ii) any Reportable Event with respect to any Plan; (iii) the filing under
Section 4041 of ERISA of a notice of intent to terminate any Plan or the
termination of any Plan; (iv) any event or circumstance that might constitute
grounds entitling the PBGC to institute proceedings under Section 4042 of ERISA
for the termination of, or for the appointment of a trustee to administer, any
Plan, or the institution by the PBGC of any such proceedings; or (v) complete or
partial withdrawal under Section 4201 or 4204 of ERISA from a Multi-employer
Plan or the reorganization, insolvency, or termination of any Multi-employer
Plan; and in each case above, such event or condition,

                                       44
<PAGE>

together with all other events or conditions, if any, have subjected or could in
the reasonable opinion of the Required Lenders subject Borrower, or any of its
Subsidiaries, to any tax, penalty, or other liability to a Plan, a Multi-
employer Plan, the PBGC, or otherwise (or any combination thereof) which in the
aggregate exceed or could reasonably be expected to exceed Two Hundred Fifty
Thousand and 00/100 Dollars ($250,000.00).

     (l)  Any Change in Control shall occur.

     (m)  Borrower shall fail to deliver to the Administrative Agent, for the
benefit of the Lenders, interest rate hedging or other protection agreements (a
"HEDGING AGREEMENT") with a Lender or other person reasonably acceptable to the
Agents in a notional amount of at least Twenty Million and 00/100 Dollars
($20,000,000.00) in addition to the existing Hedging Agreements in the notional
amount of Twenty Million and 00/100 Dollars ($20,000,000.00) for a duration of
at least three (3) years, assuring that the net interest cost on such amount is
fixed, capped or hedged, in form and substance acceptable to the Administrative
Agent within ninety (90) days of the date hereof.

     SECTION 11.2  REMEDIES.  If any Event of Default shall occur and be
continuing, the Administrative Agent may (and if directed by the Required
Lenders, shall) do any one or more of the following:

          (a)   ACCELERATION.  Declare all outstanding principal of and
     accrued and unpaid interest on the Notes and all other obligations of
     Borrower under the Loan Documents immediately due and payable, and the
     same shall thereupon become immediately due and payable, without notice,
     demand, presentment, notice of dishonor, notice of acceleration, notice of
     intent to accelerate, protest, or other formalities of any kind, all of
     which are hereby expressly waived by Borrower;

          (b)   TERMINATION OF COMMITMENTS.  Terminate the Commitments
     without notice to Borrower;

          (c)   JUDGMENT.  Reduce any claim to judgment;

          (d)   FORECLOSURE.  Foreclose or otherwise enforce any Lien
     granted to the Administrative Agent for the benefit of itself and the
     Lenders to secure payment and performance of the Obligations in accordance
     with the terms of the Loan Documents; and

          (e)   RIGHTS.  Exercise any and all rights and remedies afforded
     by the laws of the Commonwealth of Massachusetts or any other
     jurisdiction, by any of the Loan Documents, by equity, or otherwise;

provided, however, that upon the occurrence of an Event of Default under
SUBSECTION (e) or (f) of SECTION 11.1, the Commitments of all of the Lenders
shall automatically terminate, and the outstanding principal of and accrued and
unpaid interest on the Notes and all other obligations of Borrower under the
Loan Documents shall thereupon become immediately due and payable without
notice, demand, presentment, notice of dishonor, notice of acceleration, notice
of intent to accelerate, protest, or other formalities of any kind, all of which
are hereby expressly waived by Borrower.

     SECTION 11.3  PERFORMANCE BY THE ADMINISTRATIVE AGENT.  If Borrower shall
fail to perform any covenant or agreement in accordance with the terms of the
Loan Documents, the Administrative Agent may, at the direction of the Required
Lenders, perform or attempt to perform such covenant or agreement on behalf of
Borrower.  In such event, Borrower shall, at the request of the Administrative
Agent, promptly pay any amount expended by the Administrative Agent or the
Lenders in connection with such performance or

                                       45
<PAGE>

attempted performance to the Administrative Agent at the Principal Office,
together with interest thereon at the Default Rate from and including the date
of such expenditure to but excluding the date such expenditure is paid in full.
Notwithstanding the foregoing, it is expressly agreed that neither the
Administrative Agent nor any Lender shall have any liability or responsibility
for the performance of any obligation of Borrower under this Agreement or any of
the other Loan Documents.

                                  ARTICLE XII

                            THE ADMINISTRATIVE AGENT

     SECTION 12.1  APPOINTMENT, POWERS AND IMMUNITIES.  In order to expedite
the various transactions contemplated by this agreement, the Lenders hereby
irrevocably appoint and authorize FNBB to act as their Administrative Agent
hereunder and under each of the other Loan Documents.  FNBB consents to such
appointment and agrees to perform the duties of the Administrative Agent as
specified herein.  The Lenders authorize and direct the Administrative Agent to
take such action in their name and on their behalf under the terms and
provisions of the Loan Documents and to exercise such rights and powers
thereunder as are specifically delegated to or required of the Administrative
Agent for the Lenders, together with such rights and powers as are reasonably
incidental thereto.  The Administrative Agent is hereby expressly authorized to
act as the Administrative Agent on behalf of itself and the other Lenders:

          (a)   To receive on behalf of each of the Lenders any payment of
     principal, interest, fees or other amounts paid pursuant to this Agreement
     and the Notes and to distribute to each Lender its pro rata share of all
     payments so received as provided in this Agreement;

          (b)   To receive all documents and items to be furnished under the
     Loan documents;

          (c)   To act as nominee for and on behalf of the Lenders in and under
     the Loan Documents;

          (d)   To arrange for the means whereby the funds of the Lenders are to
     be made available to Borrower;

          (e)   To distribute to the Lenders information, requests, notices,
     payments, prepayments, documents and other items received from Borrower,
     the other Obligated Parties, and other Persons;

          (f)   To execute and deliver to Borrower, the other Obligated Parties,
     and  other Persons, all requests, demands, approvals, notices, and consents
     received from the Lenders;

          (g)   To the extent permitted by the Loan Documents, to exercise on
     behalf of each Lender all rights and remedies of the Lenders upon the
     occurrence of any Event of Default;

          (h)   To accept, execute, and deliver the Security Agreement and any
     other security documents as the secured party; and

          (i)   To take such other actions as may be requested by the Required
     Lenders.

     Neither the Administrative Agent nor any of its Affiliates, officers,
directors, employees, attorneys, or agents shall be liable to any Lender for any
action taken or omitted to be taken by any of them hereunder or otherwise in
connection with this Agreement or any of the other Loan Documents (INCLUDING ANY

                                       46
<PAGE>

ACTION TAKEN OR OMITTED TO BE TAKEN BY SUCH PARTIES NEGLIGENTLY), but excluding
such actions or omissions arising from such parties' own gross negligence or
willful misconduct. Without limiting the generality of the preceding sentence,
the Administrative Agent: (i) may treat the payee of any Note as the holder
thereof until the Administrative Agent receives written notice of the assignment
or transfer thereof signed by such payee and in form satisfactory to the
Administrative Agent; (ii) shall have no duties or responsibilities except those
expressly set forth in this Agreement and the other Loan Documents, and shall
not by reason of this Agreement or any other Loan Document be a trustee or
fiduciary for any Lender; (iii) shall not be required to initiate any litigation
or collection proceedings hereunder or under any other Loan Document except to
the extent requested by the Required Lenders; (iv) shall not be responsible to
the Lenders for any recitals, statements, representations or warranties
contained in this Agreement or any other Loan Document, or any certificate or
other document referred to or provided for in, or received by any of them under,
this Agreement or any other Loan Document, or for the value, validity,
effectiveness, enforceability, or sufficiency of this Agreement or any other
Loan Document or any other document referred to or provided for herein or
therein or for any failure by any Person to perform any of its obligations
hereunder or thereunder; (v) may consult with legal counsel (including counsel
for Borrower), independent public accountants, and other experts selected by it
and shall not be liable for any action taken or omitted to be taken in good
faith by it in accordance with the advice of such counsel, accountants, or
experts; and (vi) shall incur no liability under or in respect of any Loan
Document by acting upon any notice, consent, certificate, or other instrument or
writing believed by it to be genuine and signed or sent by the proper party or
parties. As to any matters not expressly provided for by this Agreement, the
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, here under in accordance with instructions signed by the
Required Lenders, and such instructions of the Required Lenders and any action
taken or failure to act pursuant thereto shall be binding on all of the Lenders;
provided, however, that the Administrative Agent shall not be required to take
any action which exposes the Administrative Agent to personal liability or which
is contrary to this Agreement or any other Loan Document or applicable law.

     SECTION 12.2  RIGHTS OF ADMINISTRATIVE AGENT AS A LENDER.  With respect to
its Commitment, the Advances made by it and the Note issued to it, FNBB in its
capacity as a Lender hereunder shall have the same rights and powers hereunder
as any other Lender and may exercise the same as though it were not acting as
the Administrative Agent, and the term "LENDER" or "LENDERS" shall, unless the
context otherwise indicates, include the Administrative Agent in its individual
capacity.  The Administrative Agent and its Affiliates may (without having to
account therefor to any Lender) accept deposits from, lend money to, act as
trustee under indentures of, provide merchant banking services to, and generally
engage in any kind of business with Borrower, any Subsidiary of Borrower, any
other Obligated Party, and any other Person who may do business with or own
securities of Borrower or any other Obligated Party, all as if it were not
acting as the Administrative Agent and without any duty to account therefor to
the Lenders.

     SECTION 12.3  SHARING OF PAYMENTS, ETC.  If any Lender shall obtain any
payment of any principal of or interest on any Advance made by it under this
Agreement or payment of any other obligation under the Loan Documents then owed
by Borrower or any other Obligated Party to such Lender, whether voluntary,
involuntary, through the exercise of any right of setoff, lender's lien,
counterclaim or similar right, or otherwise, in excess of its pro rata share,
such Lender shall promptly purchase from the other Lenders participations in the
Advances held by them hereunder in such amounts, and make such other adjustments
from time to time as shall be necessary to cause such purchasing Lender to share
the excess payment ratably with each of the other Lenders in accordance with its
pro rata portion thereof.  To such end, all of the Lenders shall make
appropriate adjustments among themselves (by the resale of participations sold
or otherwise) if all or any portion of such excess payment is thereafter
rescinded or must otherwise be restored.  Borrower agrees, to the fullest extent
it may effectively do so under applicable law, that any Lender so purchasing a
participation in the Advances made by the other Lenders may exercise all rights
of setoff, lender's lien, counterclaim, or

                                       47
<PAGE>

similar rights with respect to such participation as fully as if such Lender
were a direct holder of Advances to Borrower in the amount of such
participation. Nothing contained herein shall require any Lender to exercise any
such right or shall affect the right of any Lender to exercise, and retain the
benefits of exercising, any such right with respect to any other indebtedness or
obligation of Borrower.

     SECTION 12.4  INDEMNIFICATION.  THE LENDERS HEREBY AGREE TO INDEMNIFY THE
ADMINISTRATIVE AGENT FROM AND HOLD THE ADMINISTRATIVE AGENT HARMLESS AGAINST (TO
THE EXTENT NOT REIMBURSED UNDER SECTIONS 13.1 AND 13.2, BUT WITHOUT LIMITING THE
OBLIGATIONS OF BORROWER UNDER SECTIONS 13.1 AND 13.2), RATABLY IN ACCORDANCE
WITH THEIR RESPECTIVE COMMITMENTS, ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, DEFICIENCIES, SUITS, COSTS, EXPENSES
(INCLUDING ATTORNEYS' FEES), AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER
WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST THE ADMINISTRATIVE
AGENT IN ANY WAY RELATING TO OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY
ACTION TAKEN OR OMITTED TO BE TAKEN BY THE ADMINISTRATIVE AGENT UNDER OR IN
RESPECT OF ANY OF THE LOAN DOCUMENTS INCLUDING ANY PORTION OF THE FOREGOING TO
THE EXTENT CAUSED BY THE ADMINISTRATIVE AGENT'S SOLE OR CONTRIBUTORY NEGLIGENCE;
PROVIDED, FURTHER, THAT NO LENDER SHALL BE LIABLE FOR ANY PORTION OF THE
FOREGOING TO THE EXTENT CAUSED BY THE ADMINISTRATIVE AGENT'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE EXPRESS
INTENTION OF THE LENDERS THAT THE ADMINISTRATIVE AGENT SHALL BE INDEMNIFIED
HEREUNDER FROM AND HELD HARMLESS AGAINST ALL OF SUCH LIABILITIES, OBLIGATIONS,
LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, DEFICIENCIES, SUITS, COSTS,
EXPENSES (INCLUDING ATTORNEYS' FEES), AND DISBURSEMENTS OF ANY KIND OR NATURE
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RESULTING FROM THE SOLE OR CONTRIBUTORY
NEGLIGENCE OF THE ADMINISTRATIVE AGENT.  WITHOUT LIMITING ANY OTHER PROVISION OF
THIS SECTION, EACH LENDER AGREES TO REIMBURSE THE ADMINISTRATIVE AGENT PROMPTLY
UPON DEMAND FOR ITS PRO RATA SHARE (CALCULATED ON THE BASIS OF THE COMMITMENTS)
OF ANY AND ALL OUT-OF-POCKET EXPENSES (INCLUDING ATTORNEYS' FEES) INCURRED BY
THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE PREPARATION, EXECUTION,
DELIVERY, ADMINISTRATION, MODIFICATION, AMENDMENT OR ENFORCEMENT (WHETHER
THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS, OR OTHERWISE) OF, OR LEGAL ADVICE IN
RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, THE LOAN DOCUMENTS, TO THE EXTENT
THAT THE ADMINISTRATIVE AGENT IS NOT REIMBURSED FOR SUCH EXPENSES BY BORROWER.

     SECTION 12.5  INDEPENDENT CREDIT DECISIONS.  Each Lender agrees that it
has independently and without reliance on any Agent or any other Lender, and
based on such documents and information as it has deemed appropriate, made its
own credit analysis of Borrower and decision to enter into this Agreement and
that it will, independently and without reliance upon any Agent or any other
Lender, and based upon such documents and information as it shall deem
appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under this Agreement or any of the other Loan
Documents.  The Administrative Agent shall not be required to keep itself
informed as to the performance or observance by Borrower or any Obligated Party
of this Agreement or any other Loan Document or to inspect the properties or
books of Borrower or any Obligated Party.  Except for notices, reports and other
documents and

                                       48
<PAGE>

information expressly required to be furnished to the Lenders by the
Administrative Agent hereunder or under the other Loan Documents, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other financial information concerning the affairs,
financial condition or business of Borrower or any Obligated Party (or any of
their Affiliates) which may come into the possession of the Administrative Agent
or any of its Affiliates.

     SECTION 12.6  SEVERAL COMMITMENTS.  The Commitments and other obligations
of the Lenders under this Agreement are several.  The default by any Lender in
making an Advance in accordance with its Commitment shall not relieve the other
Lenders of their obligations under this Agreement.  In the event of any default
by any Lender in making any Advance, each nondefaulting Lender shall be
obligated to make its Advance but shall not be obligated to advance the amount
which the defaulting Lender was required to advance hereunder.  In no event
shall any Lender be required to advance an amount or amounts which shall in the
aggregate exceed such Lender's Commitment.  No Lender shall be responsible for
any act or omission of any other Lender.

     SECTION 12.7  SUCCESSOR ADMINISTRATIVE AGENT.  Subject to the appointment
and acceptance of a successor Administrative Agent as provided below, the
Administrative Agent may resign at any time by giving notice thereof to the
Lenders and Borrower and the Administrative Agent may be removed at any time
with or without cause by the Required Lenders.  Upon any such resignation or
removal, the Required Lenders will have the right to appoint a successor
Administrative Agent from among the remaining Lenders.  If no successor
Administrative Agent shall have been so appointed by the Required Lenders and
shall have accepted such appointment within thirty (30) days after the retiring
Administrative Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Administrative Agent, then the retiring Administrative
Agent may, on behalf of the Lenders, appoint a successor Administrative Agent,
which shall be a commercial bank organized under the laws of the United States
of America or any State thereof and having combined capital and surplus of at
least One Billion Dollars ($1,000,000,000).  Upon the acceptance of its
appointment as successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all rights, powers,
privileges, immunities, and duties of the resigning or removed Administrative
Agent, and the resigning or removed Administrative Agent shall be discharged
from its duties and obligations under this Agreement and the other Loan
Documents.  After any Administrative Agent's resignation or removal as
Administrative Agent, the provisions of this ARTICLE XII shall continue in
effect for its benefit in respect of any actions taken or omitted to be taken by
it while it was the Administrative Agent.

     SECTION 12.8  INDEPENDENT CONTRACTOR.

     (a)  The relationship between each Agent and each of the Lenders is that
of an independent contractor. The use of the term "AGENT" is for convenience
only and is used to describe, as a form of convention, the independent
contractual relationship between each Agent and each of the Lenders. Nothing
contained in this Agreement or the other Loan Documents shall be construed to
create an agency, trust or other fiduciary relationship between any Agent and
any of the Lenders.

     (b)  As an independent contractor empowered by the Lenders to exercise
certain rights and perform certain duties and responsibilities hereunder and
under the other Loan Documents, the Administrative Agent is nevertheless a
"representative" of the Lenders, as that term is defined in Article 1 of the
Uniform Commercial Code, for purposes of actions for the benefit of the Lenders
and the Administrative Agent with respect to all collateral security and
guaranties contemplated by the Loan Documents. Such actions include the
designation of the Administration Agent as "secured party," "mortgagee" or the
like on all financing statements and other documents and instruments, whether
recorded or otherwise, relating to the attachment,

                                       49
<PAGE>

perfection, priority or enforcement of any security interests, mortgages or
deeds of trust in collateral security intended to secure the payment or
performance of any of the Obligations, all for the benefit of the Lenders and
the Administrative Agent.

                                 ARTICLE XIII

                                 MISCELLANEOUS

     SECTION 13.1  EXPENSES.  Borrower hereby agrees to pay on demand: (a) all
reasonable costs and expenses of the Agents in connection with the preparation,
negotiation, syndication, execution, and delivery of this Agreement and the
other Loan Documents including, without limitation, the legal fees and
reasonable expenses of legal counsel for the Agents; (b) all reasonable costs
and expenses of the Agents in connection with any and all amendments,
modifications, renewals, extensions and supplements of any of the Loan
Documents; (c) all reasonable costs and expenses of the Agents and the Lenders
in connection with any Default and the enforcement of this Agreement or any
other Loan Document, including, without limitation, the fees and expenses of
legal counsel for the Agents and the Lenders; (d) all transfer, stamp,
documentary, or other similar taxes, assessments, or charges levied by any
Governmental Authority in respect of this Agreement or any of the other Loan
Documents; (e) all costs, expenses, assessments, and other charges incurred in
connection with any filing, registration, recording, or perfection of any
security interest or Lien contemplated by this Agreement or any other Loan
Document; and (f) all other reasonable costs and expenses incurred by the Agents
in connection with this Agreement or any other Loan Document, including, without
limitation, all costs, expenses, and other charges incurred in connection with
obtaining any mortgagee title insurance policy, survey, audit, appraisal in
respect of the Collateral, and other out-of-pocket costs and expenses.

     SECTION 13.2  INDEMNIFICATION.  BORROWER SHALL INDEMNIFY THE AGENTS AND
EACH LENDER AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, ATTORNEYS, AND AGENTS FROM, AND HOLD EACH OF THEM HARMLESS AGAINST,
ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS,
DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) TO
WHICH ANY OF THEM MAY BECOME SUBJECT WHICH DIRECTLY OR INDIRECTLY ARISE FROM OR
RELATE TO (A) THE NEGOTIATION, EXECUTION, DELIVERY, PERFORMANCE, ADMINISTRATION,
OR ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS, (B) ANY OF THE TRANSACTIONS
CONTEMPLATED BY THE LOAN DOCUMENTS, (C) ANY BREACH BY BORROWER OF ANY
REPRESENTATION, WARRANTY, COVENANT, OR OTHER AGREEMENT CONTAINED IN ANY OF THE
LOAN DOCUMENTS, (D) THE PRESENCE, RELEASE, THREATENED RELEASE, DISPOSAL,
REMOVAL, OR CLEANUP OF ANY HAZARDOUS MATERIAL LOCATED ON, ABOUT, WITHIN, OR
AFFECTING ANY OF THE PROPERTIES OR ASSETS OF BORROWER OR ANY SUBSIDIARY OF
BORROWER, OR (E) ANY INVESTIGATION, LITIGATION, OR OTHER PROCEEDING, INCLUDING,
WITHOUT LIMITATION, ANY THREATENED INVESTIGATION, LITIGATION, OR OTHER
PROCEEDING RELATING TO ANY OF THE FOREGOING.  WITHOUT LIMITING THE FOREGOING,
THIS INDEMNITY SHALL APPLY TO ANY LOSS, LIABILITY, OBLIGATION, DAMAGE, PENALTY,
JUDGMENT, CLAIM, DEFICIENCY OR EXPENSE ARISING OUT OF THE SOLE OR CONCURRENT
NEGLIGENCE OF ANY AGENT OR ANY LENDER, BUT SHALL EXCLUDE ANY LOSS, LIABILITY,
OBLIGATION, DAMAGE, PENALTY, JUDGMENT, CLAIM, DEFICIENCY OR EXPENSE ARISING BY
REASON OF THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF ANY AGENT OR LENDER.

                                       50
<PAGE>

     SECTION 13.3  NO DUTY.  All attorneys, accountants, appraisers, and other
professional Persons and consultants retained by the Agents and the Lenders
shall have the right to act exclusively in the interest of the Agents and the
Lenders and shall have no duty of disclosure, duty of loyalty, duty of care, or
other duty or obligation of any type or nature whatsoever to Borrower, any
shareholder or Subsidiary of Borrower or any other Person.

     SECTION 13.4  NO FIDUCIARY RELATIONSHIP.  The relationship between
Borrower and each Lender is solely that of debtor and creditor, and none of the
Agents nor any of the Lenders has any fiduciary or other special relationship
with Borrower, and no term or condition of any of the Loan Documents shall be
construed so as to deem the relationship between Borrower and any Lender to be
other than that of debtor and creditor.

     SECTION 13.5  NO WAIVER; CUMULATIVE REMEDIES.  No failure on the part of
the Agents or any Lender to exercise and no delay in exercising, and no course
of dealing with respect to, any right, power, or privilege under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, power, or privilege under this Agreement preclude any other or
further exercise thereof or the exercise of any other right, power, or
privilege.  The rights and remedies provided for in this Agreement and the other
Loan Documents are cumulative and not exclusive of any rights and remedies
provided by law.

     SECTION 13.6  SUCCESSORS AND ASSIGNS.

     (a)  This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Borrower may not
assign or transfer any of its rights or obligations hereunder without the prior
written consent of the Administrative Agent and all of the Lenders. Any Lender
may sell participations to one or more banks or other institutions in or to all
or a portion of its rights and obligations under this Agreement and the other
Loan Documents (including, without limitation, all or a portion of its
Commitments and the Advances owing to it); provided, however, that (i) such
Lender's obligations under this Agreement and the other Loan Documents
(including, without limitation, its Commitments) shall remain unchanged, (ii)
such Lender shall remain solely responsible to Borrower for the performance of
such obligations, (iii) such Lender shall remain the holder of its Notes for all
purposes of this Agreement, (iv) Borrower shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents, and (v) such
Lender shall not sell a participation that conveys to the participant the right
to vote or give or withhold consents under this Agreement or any other Loan
Document, other than the right to vote upon or consent to (A) any increase of
such Lender's Commitments, (B) any reduction of the principal amount of, or
interest to be paid on, the Advances of such Lender, (C) any reduction of any
commitment fee or other amount payable to such Lender under any Loan Document,
or (D) any postponement of any date for the payment of any amount payable in
respect of the Advances of such Lender.

     (b)  Borrower and each of the Lenders agree that any Lender (an "ASSIGNING
LENDER") may at any time assign to one or more Eligible Assignees all, or a
portion of all, of its rights and obligations under this Agreement and the other
Loan Documents (including, without limitation, its Commitment and Advances)
(each an "ASSIGNEE"); provided, however, that (i) except in the case of an
assignment of all of a Lender's rights and obligations under this Agreement and
the other Loan Documents, or as otherwise acceptable to Borrower and the
Administrative Agent the amount of the Commitments of the assigning Lender being
assigned pursuant to each assignment (determined as of the date of the
Assignment and Acceptance with respect to such assignment) shall in no event be
less than $5,000,000.00, and (ii) the parties to each such assignment shall
execute and deliver to the Administrative Agent for its acceptance and recording
in the Register (as defined below), an Assignment and Acceptance, together with
the Note subject to such assignment, and a processing and recordation fee of
$3,000.00 (except that no fee will be required by any

                                       51
<PAGE>

Person for assignments by NationsBank of any portion of the Term Loan B). Upon
such execution, delivery, acceptance, and recording, from and after the
effective date specified in each Assignment and Acceptance, which effective date
shall be at least five (5) Business Days after the execution thereof, or, if so
specified in such Assignment and Acceptance, the date of acceptance thereof by
the Administrative Agent, (x) the assignee thereunder shall be a party hereto as
a "LENDER" and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder and under the Loan Documents and (y) the
Lender that is an assignor thereunder shall, to the extent that rights and
obligations hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under
this Agreement and the other Loan Documents (and, in the case of an Assignment
and Acceptance covering all or the remaining portion of a Lender's rights and
obligations under the Loan Documents, such Lender shall cease to be a party
thereto).

     (c)  By executing and delivering an Assignment and Acceptance, the
Assigning Lender and its Assignee confirm to and agree with each other and the
other parties hereto as follows: (i) other than as provided in such Assignment
and Acceptance, such Assigning Lender makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties, or
representations made in or in connection with the Loan Documents or the
execution, legality, validity, and enforceability, genuineness, sufficiency, or.
value of the Loan Documents or any other instrument or document furnished
pursuant thereto; (ii) such Assigning Lender makes no representation or warranty
and assumes no responsibility with respect to the financial condition of
Borrower or any Obligated Party or the performance or observance by Borrower or
any Obligated Party of its obligations under the Loan Documents; (iii) the
Assignee confirms that it has received copies of the Loan Documents, together
with copies of the financial statements referred to in SECTION 7.2 and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and Acceptance; (iv)
the Assignee will, independently and without reliance upon the Administrative
Agent or such assignor and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement and the other Loan Documents;
(v) the Assignee confirms that it is an Eligible Assignee; (vi) the Assignee
appoints and authorizes the Administrative Agent to take such action as
Administrative Agent on its behalf and exercise such powers under the Loan
Documents as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are reasonably incidental thereto; and (vii) the
Assignee agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.

     (d)  The Administrative Agent shall maintain at its Principal Office a
copy of each Assignment and Acceptance delivered to and accepted by it and a
register for the recordation of the names and addresses of the Lenders and the
Commitment of, and principal amount of the Advances owing to, each Lender from
time to time (the "REGISTER"). The entries in the Register shall be conclusive
and binding for all purposes, absent manifest error, and Borrower, the
Administrative Agent, and the Lenders may treat each Person whose name is
recorded in the Register as a Lender hereunder for all purposes under the Loan
Documents. The Register shall be available for inspection by Borrower or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.

     (e)  Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and Assignee representing that it is an Eligible Assignee (or
other assignee permitted hereunder), together with any Note subject to such
assignment, the Administrative Agent shall, if such Assignment and Acceptance
has been completed and is in substantially the form of EXHIBIT A, (i) accept
such Assignment and Acceptance, (ii) record the information contained therein in
the Register, and (iii) give prompt written notice thereof to Borrower. Within
five (5) Business Days after its receipt of such notice, Borrower, at its
expense, shall execute and deliver to the Administrative Agent in exchange for
the surrendered Note a new Note to the order

                                       52
<PAGE>

of such Eligible Assignee (or other assignee permitted hereunder) in an amount
equal to the portion of the Commitments assumed by it pursuant to such
Assignment and Acceptance and, if the Assigning Lender has retained a portion of
the Commitments, a new Note to the order of the Assigning Lender in an amount
equal to the portion of the Commitments retained by it hereunder (each such
promissory note shall constitute a "NOTE" for purposes of the Loan Documents).
Such new Notes shall be in an aggregate principal amount of the surrendered
Note, shall be dated the effective date of such Assignment and Acceptance, and
shall otherwise be in substantially the form of EXHIBIT B and EXHIBIT C.

     (f)  Any Lender may, in connection with any assignment or participation or
proposed assignment or participation pursuant to this SECTION, disclose to the
Assignee or participant or proposed Assignee or participant, any information
relating to Borrower or any Subsidiary of Borrower furnished to such, Lender by
or on behalf of Borrower or any of its Subsidiaries.

     (g)  Notwithstanding any other term of this Agreement to the contrary, any
Lender may (without requesting the consent of either the Administrative Agent or
Borrower) pledge its Notes to a Federal Reserve Bank in support of borrowings
made by such Lender from such Federal Reserve Bank.

     (h)  Notwithstanding any other term of this Agreement to the contrary, any
Lender may assign all, or a portion of all, of its rights and obligations under
this Agreement and the other Loan Documents (including, without limitation, its
Commitment and Advances) to an Affiliate of such Lender, any other Lender or an
Approved Fund with respect to such Lender or any other Lender, provided that:

          (i)  such assignor Lender has obtained the written consent of the
     Administrative Agent (which consent shall not be unreasonably delayed or
     withheld) if the effect of such assignment or delegation shall entitle such
     Affiliate or other Lender to claim compensation from Borrower pursuant to
     ARTICLE IV; and

          (ii) in every other case, such assignor Lender has furnished notice
     to, but not obtained the consent of, the Administrative Agent.

     SECTION 13.7  SURVIVAL.  All representations and warranties made in this
Agreement or any other Loan Document or in any document, statement, or
certificate furnished in connection with this Agreement shall survive the
execution and delivery of this Agreement and the other Loan Documents until the
Obligations have been paid and performed in full, and no investigation by the
Administrative Agent or any Lender or any closing shall affect the
representations and warranties or the right of the Administrative Agent or any
Lender to rely upon them.  Without prejudice to the survival of any other
obligation of Borrower hereunder, the obligations of Borrower under ARTICLE IV
and SECTIONS 13.1 and 13.2 shall survive repayment of the Notes and termination
of the Commitments.  The obligations of the Administrative Agent and the Lenders
under SECTION 13.18 shall survive repayment of the Notes and termination of the
Commitments.

     SECTION 13.8  ENTIRE AGREEMENT.  THIS AGREEMENT, THE NOTES, AND THE OTHER
LOAN DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE
PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE
SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE
PARTIES HERETO.  THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.

                                       53
<PAGE>

     SECTION 13.9  AMENDMENTS, ETC.  No amendment or waiver of any provision of
this Agreement, the Notes, or any other Loan Document to which Borrower is a
party, nor any consent to any departure by Borrower therefrom, shall in any
event be effective unless the same shall be agreed or consented to by the
Required Lenders and Borrower, and each such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, that no amendment, waiver, or consent shall, unless in writing
and signed by all of the Lenders and Borrower, do any of the following: (a)
increase Commitments of the Lenders or subject the Lenders to any additional
obligations; (b) reduce the principal of, or interest on, the Notes or any fees
or other amounts payable to the Lenders, (but not the Administrative Agent)
hereunder; (c) alter the allocation among Lenders of, or postpone any date fixed
for any payment or prepayment (whether or not mandatory) of principal of, or
interest on, the Notes or any fees or other amounts payable to the
Administrative Agent or the Lenders hereunder; (d) change the percentage of the
Commitments or of the aggregate unpaid principal amount of the Notes or the
number of Lenders which shall be required for the Lenders or any of them to take
any action under this Agreement; (e) change any provision contained in this
SECTION 13.9; or (f) release any material Guarantor or any material portion of
the Collateral, except in accordance with the relevant Loan Document.
Notwithstanding anything to the contrary contained in this SECTION, no
amendment, waiver, or consent shall be made with respect to ARTICLE XII without
the prior written consent of the Administrative Agent.

     SECTION 13.10 MAXIMUM INTEREST RATE.  No provision of this Agreement or of
any other Loan Document shall require the payment or the collection of interest
in excess of the maximum amount permitted by applicable law.  If any excess of
interest in such respect is hereby provided for, or shall be adjudicated to be
so provided, in any Loan Document or otherwise in connection with this loan
transaction, the provisions of this SECTION shall govern and prevail and neither
Borrower nor the sureties, guarantors, successors, or assigns of Borrower shall
be obligated to pay the excess amount of such interest or any other excess sum
paid for the use, forbearance, or detention of sums loaned pursuant hereto.  In
the event any Lender ever receives, collects, or applies as interest any such
sum, such amount which would be in excess of the maximum amount permitted by
applicable law shall be applied as a payment and reduction of the principal of
the indebtedness evidenced by the Notes; and, if the principal of the Notes has
been paid in full, any remaining excess shall forthwith be paid to Borrower.  In
determining whether or not the interest paid or payable exceeds the Maximum
Rate, Borrower and each Lender shall, to the extent permitted by applicable law,
(a) characterize any non-principal payment as an expense, fee, or premium rather
than as interest, (b) exclude voluntary prepayments and the effects thereof, and
(c) amortize, prorate, allocate, and spread in equal or unequal parts the total
amount of interest throughout the entire contemplated term of the indebtedness
evidenced by the Notes so that interest for the entire term does not exceed the
Maximum Rate.

     SECTION 13.11 NOTICES.  All notices and other communications provided for
in this Agreement and the other Loan Documents to which Borrower is a party
shall be given or made by telecopy or in writing and telecopied, mailed by
certified mail return receipt requested, or delivered to the intended recipient
at the "ADDRESS FOR NOTICES" specified below its name on the signature pages
hereof-, or, as to any party at such other address as shall be designated by
such party in a notice to each other party given in accordance with this
SECTION.  Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopy, subject to telephone confirmation of receipt, or when personally
delivered or, in the case of a mailed notice, when duly deposited in the mails,
in each case given or addressed as aforesaid; provided, however, notices to the
Administrative Agent pursuant to ARTICLE II shall not be effective until
received by the Administrative Agent.

     SECTION 13.12 GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND
THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

                                       54
<PAGE>

     SECTION 13.13 COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     SECTION 13.14 SEVERABILITY.  Any provision of this Agreement held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Agreement and the effect thereof shall be
confined to the provision held to be invalid or illegal.

     SECTION 13.15 HEADINGS.  The headings, captions, and arrangements used in
this Agreement are for convenience only and shall not affect the interpretation
of this Agreement.

     SECTION 13.16 CONSTRUCTION.  Borrower, the Administrative Agent, and each
Lender acknowledges that each of them has had the benefit of legal counsel of
its own choice and has been afforded an opportunity to review this Agreement and
the other Loan Documents with its legal counsel.

     SECTION 13.17 INDEPENDENCE OF COVENANTS.  All covenants hereunder shall be
given independent effect so that if a particular action or condition is not
permitted by any of such covenants, the fact that it would be permitted by an
exception to, or be otherwise within the limitations of, another covenant shall
not avoid the occurrence of a Default if such action is taken or such condition
exists.

     SECTION 13.18 CONFIDENTIALITY.

     (a)  The Agents and the Lenders shall treat the Confidential Information in
confidence and undertake the following obligations with respect thereto:

          (i)   The Agents and each Lender and each Other Recipient (hereinafter
     defined) shall not make use of, disseminate, or in any way disclose,
     directly or indirectly, to any other Person other than the senior
     executives, employees, attorneys, accountants of and Governmental
     Authorities having jurisdiction over, the Agents and each Lender, who
     reasonably require access to the Confidential Information for the proper
     performance of their assigned duties, and any contemplated assignee of all
     or a portion of a Lender's rights and obligations under this Agreement
     (collectively, the "OTHER RECIPIENTS") any Confidential Information without
     receiving prior written permission from Borrower.  Each Other Recipient
     will be informed of the terms and provisions of this SECTION 13.18, and the
     Lenders shall be liable for any breach of any term or provision of this
     SECTION 13.18 by any Other Recipient as if such person was a signatory
     hereto, unless such Other Recipient has entered into a confidentiality
     agreement directly with Borrower; and

          (ii)  The Agents and each Lender and each Other Recipient shall use
     the Confidential Information solely in connection with the Loan Documents
     or in connection with the ordinary course of business of the Agents or the
     Lenders (except if such ordinary course of business activities are adverse
     to the Companies' interests) and shall not use any of such Confidential
     Information for any other purpose or aid any Person (other than the Agents,
     any Lender or any Other Recipient) in learning of or using it or permit
     others to learn of or use it.

     (b)  In the event that any Agent, any Lender or any Other Recipient becomes
legally compelled to disclose any of the Confidential Information in any legal
proceeding, it shall provide Borrower with notice promptly after receiving
notice of such proceeding relating to such disclosure so that the Companies may
seek a protective order or other appropriate remedy. In the event that such
protective order or other remedy is not obtained on or before the date that
disclosure must be made, such Agent, such Lender or the Other Recipient,

                                       55
<PAGE>

as the case may be, will furnish only that portion of the Confidential
Information which it is legally required to disclose.

     (c)  The Agents and the Lenders are aware, and agree to inform all Other
Recipients, that the United States securities laws prohibit any Person who has
received material, non-public information such as is the subject of this SECTION
13.18 from an issuer from purchasing or selling the securities of such issuer or
from communicating such information to any other Person under circumstances in
which it is reasonably foreseeable that such Person is likely to purchase or
sell such securities.

     (d)  The Companies and the Agents and the Lenders agree that monetary
damages would not be a sufficient remedy for any breach of this SECTION 13.18 by
the Agents, the Lenders or any Other Recipient and that, in addition to all
other remedies, the Companies shall be entitled to specific performance and
injunction or other equitable relief as a remedy for any such breach.

     (e)  The restrictions and obligations of this SECTION 13.18 shall survive
the repayment of the Obligations and shall continue to bind the Agents, the
Lenders and the Other Recipients.

     SECTION 13.19 RENEWAL AND INCREASE.  The Revolving Credit Loan is in
renewal, extension, modification, restatement, increase and amendment of the
Original Credit Agreement and the loan documents executed in connection
therewith, and all liens and security interests securing payment thereof.

     SECTION 13.20 WAIVER OF JURY TRIAL.  TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, BORROWER HEREBY IRREVOCABLY AND EXPRESSLY WAIVES ALL RIGHT TO A
TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON
CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY OR THE ACTIONS OF ANY AGENT
OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT THEREOF.

     SECTION 13.21 CHOICE OF FORUM; CONSENT TO SERVICE OF PROCESS AND
JURISDICTION.  Any suit, action or proceeding against Borrower with respect to
this Agreement or the Loan Documents, or any judgment entered by any court in
respect thereof, may be brought in the courts of the Commonwealth of
Massachusetts, County of Suffolk, or in the United States courts located in the
Commonwealth of Massachusetts as the Administrative Agent shall, at the
direction of the Required Lenders elect in their sole discretion, and Borrower
irrevocably submits to the non-exclusive jurisdiction of such courts for the
purpose of any suit, action or proceeding.  Borrower irrevocably consents to the
service of process in any suit, action or proceeding in said court by the
mailing thereof by the Administrative Agent by registered or certified mail,
postage prepaid to Borrower's address shown opposite its name on the signature
pages hereof.  Nothing herein or in any of the other Loan Documents shall affect
the right of the Administrative Agent to serve process in any other manner
permitted by law or shall limit the right of the Administrative Agent to bring
any action or proceeding against Borrower or with respect to any of its property
in courts in other jurisdictions.  Borrower irrevocably waives any objections
which it may now or hereafter have to laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or the other Loan
Documents brought in the courts located in the Commonwealth of Massachusetts,
County of Suffolk, and hereby further irrevocably waives any claim that any such
suit, action or proceeding brought in any such court has been brought in any
inconvenient forum.  Any action or proceeding by Borrower against the
Administrative Agent or any Lender shall be brought only in a court located in
Suffolk County, Massachusetts.

                     Remainder of page intentionally blank.

                                       56
<PAGE>

                            Signature pages follow.

                                       57
<PAGE>

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

                              BORROWER:

                              PRIME MEDICAL SERVICES, INC.



                              By:/s/ Cheryl Williams
                                 ---------------------------------------------
                                 Cheryl Williams
                                 Vice President - Finance

                              Address for Notices:

                              1301 Capital of Texas Highway
                              Suite C-300
                              Austin, Texas 78746
                              Attention: President

                              Fax No.: (512) 328-8510
                              Telephone No.: (512) 328-2892


                  SECOND AMENDED AND RESTATED LOAN AGREEMENT
                                SIGNATURE PAGE
<PAGE>

                              FNBB:

                              THE FIRST NATIONAL BANK OF BOSTON,
                                as Administration Agent, and  a Lender



                              By:/s/ Elizabeth Everett
                                 ----------------------------------------------
                                 Elizabeth Everett
                                 Director, High Technology
                                 Division, Medical Technology Group

                              Address for Notices:

                              100 Federal Street
                              P.O. Box 2016
                              Boston, Massachusetts 02100
                              Attention:  Elizabeth Everett

                              Fax No.: (617)  434-0819
                              Telephone No.: (617)  434-2318

                              Lending Office for Base Rate Advances:
                              100 Federal Street
                              P. 0. Box 2016
                              Boston, Massachusetts 02100

                              Lending Office for Eurodollar Advances:
                              100 Federal Street
                              P.O. Box 2016
                              Boston, Massachusetts 02100


                  SECOND AMENDED AND RESTATED LOAN AGREEMENT
                                SIGNATURE PAGE
<PAGE>

                              NATIONSBANK:

                              NATIONSBANK OF TEXAS, N.A.,
                              as Documentation Agent and a Lender



                              By: /s/ Teena Belcik
                                 ---------------------------------------------
                                 Teena Belcik
                                 Vice President

                         Address for Notices:
                         515 Congress Avenue, 11th Floor
                         Post Office Box 908
                         Austin, Texas  78701-0908
                         Attention: Teena Belcik

                         Fax No.: (512) 397-2052
                         Telephone No.: (512) 397-2841

                         Lending Office for Base Rate Advances:
                         515 Congress Avenue, 11th Floor
                         Post Office Box 908
                         Austin, Texas  78701-0908

                         Lending Office for Eurodollar Advances:
                         515 Congress Avenue, 11th Floor
                         Post Office Box 908
                         Austin, Texas  78701-0908


                  SECOND AMENDED AND RESTATED LOAN AGREEMENT
                                SIGNATURE PAGE
<PAGE>

                              NATIONSBANC CAPITAL MARKETS, INC.,
                              as Syndication Agent



                              By: /s/ Gary L. Kahn
                                 ----------------------------------------------
                                 Gary L. Kahn
                                 Senior Vice President

                              Address for Notices:
                              901 Main Street, 66th Floor
                              Post Office Box 831000
                              Dallas, Texas 75283-1000
                              Attention: Gary L. Kahn

                              Fax No.: (214) 508-2881
                              Telephone No.: (214) 508-3507


                  SECOND AMENDED AND RESTATED LOAN AGREEMENT
                                SIGNATURE PAGE
<PAGE>

                              OTHER LENDERS:

                              IMPERIAL BANK



                              By: /s/ Kelly Davis
                                 ----------------------------------------------
                                 Name:Kelly Davis
                                      -----------------------------------------
                                 Title: Vice President
                                       ----------------------------------------

                              Address for Notices:
                              226 Airport Parkway
                              San Jose, CA 95110
                              Attention: Kelly Davis
                                        -----------------------------

                              Fax No.: (408) 451-8586
                              Telephone No.: (408) 451-8589
                                                  -------------------

                              Lending Office for Base Rate Advances:
                              Imperial Bank
                              ---------------------------------------
                              226 Airport Parkway
                              ---------------------------------------
                              San Jose, CA  95110
                              ---------------------------------------

                              Lending Office for Eurodollar Advances:

                              Imperial Bank
                              ---------------------------------------
                              226 Airport Parkway
                              ---------------------------------------
                              San Jose, CA  95110
                              ---------------------------------------



                  SECOND AMENDED AND RESTATED LOAN AGREEMENT
                                SIGNATURE PAGE

<PAGE>

                              THE SUMITOMO BANK, LIMITED



                              By: /s/ John J. O'Neill
                                 ---------------------------------------------
                                 Name: John J. O'Neill
                                      ----------------------------------------
                                 Title: VP
                                       ---------------------------------------

                              By: /s/ Bruce Portillo
                                 ---------------------------------------------
                                 Name: Bruce Portillo
                                      ----------------------------------------
                                 Title: VP
                                       ---------------------------------------

                              Address for Notices:
                              2 Houston Center, Suite 3750
                              Houston, TX 77010-1086
                              Attention: Bruce Portillo
                                        -------------------------

                              Fax No.: (713) 759-1419
                              Telephone No.: (713) 759-0770

                              Lending Office for Base Rate Advances:
                              233 South Wacker, Suite 5400
                              ---------------------------------------
                              Chicago, IL  60606
                              ---------------------------------------
                              Attn: Maria Martinez
                              ---------------------------------------

                              Lending Office for Eurodollar Advances:
                              233 South Wacker, Suite 5400
                              ---------------------------------------
                              Chicago, IL  60606
                              ---------------------------------------
                              Attn: Maria Martinez
                              ---------------------------------------



                  SECOND AMENDED AND RESTATED LOAN AGREEMENT
                                SIGNATURE PAGE


<PAGE>

                              BANK ONE, TEXAS, N.A.



                              By: /s/ Edward W. Lick, Jr.
                                 ----------------------------------------------
                                 Edward W. Lick, Jr.
                                 Vice President

                              Address for Notices:
                              221 West 6th Street, Suite 200
                              Austin, TX 78701
                              Attention: Ed Lick

                              Fax No.: (512) 479-1565
                              Telephone No.: (512) 479-5730

                              Lending Office for Base Rate Advances:
                              Bank One, Austin
                              221 West 6th Street, Suite 200
                              Austin, TX 78701

                              Lending Office for Eurodollar Advances:
                              Bank One, Austin
                              221 West 6th Street, Suite 200
                              Austin, TX 78701


                  SECOND AMENDED AND RESTATED LOAN AGREEMENT
                                SIGNATURE PAGE
<PAGE>

                              CRESCENT/MACH PARTNERS, L.P.

                              By:  TCW ASSET MANAGEMENT COMPANY,
                                   Its Investment Manger



                                   By: /s/ Justin Driscoll
                                      ------------------------------------------
                                      Name: Justin Driscoll
                                           -------------------------------------
                                      Title:
                                            ------------------------------------


                              Address for Notices:

                              TCW Asset Management Company
                              200 Park Avenue, Suite 2200
                              New York, NY  10166-0228
                              Attention:  Mark J. Gold/Justin Driscoll

                              Fax No.: (212) 297-4159
                              Telephone No.: (212) 297-4000

                              With copies to:

                              Crescent/Mach I Partners, L.P.
                              c/o State Street Bank & Trust Co.
                              Two International Place
                              Boston, MA 02110
                              Attention: Jackie Kilroy

                              Fax No.: (617) 664-5366
                              Telephone No.: (617) 664-5477

                              Lending Office for Base Rate Advances:
                              TCW Asset Management Company
                              200 Park Avenue, Suite 2200
                              New York, NY  10166-0228

                              Lending Office for Eurodollar Advances:
                              TCW Asset Management Company
                              200 Park Avenue, Suite 2200
                              New York, NY  10166-0228


                  SECOND AMENDED AND RESTATED LOAN AGREEMENT
                                SIGNATURE PAGE
<PAGE>

                              MERRILL LYNCH SENIOR FLOATING
                                RATE FUND, INC.



                              By: /s/ Douglas Henderson
                                 -----------------------------------------------
                                 Douglas Henderson
                                 Vice President



                              Address for Notices:

                              Merrill Lynch Senior Floating Rate Fund, Inc.
                              800 Scudders Mill Road, Area 1B
                              Plainsboro, NJ  08536
                              Attention:  Jill Montanye

                              Fax No.: (609) 282-2550
                              Telephone No.: (609) 282-3102

                              Lending Office for Base Rate Advances:
                              Merrill Lynch Senior Floating Rate Fund, Inc.
                              800 Scudders Mill Road, Area 1B
                              Plainsboro, NJ  08536

                              Lending Office for Eurodollar Advances:
                              Merrill Lynch Senior Floating Rate Fund, Inc.
                              800 Scudders Mill Road, Area 1B
                              Plainsboro, NJ  08536


                  SECOND AMENDED AND RESTATED LOAN AGREEMENT
                                SIGNATURE PAGE
<PAGE>

                              PILGRIM AMERICA PRIME RATE TRUST



                              By: /s/ Michael J. Bacevich
                                 ----------------------------------------------
                                 Name: Michael J. Bacevich
                                      -----------------------------------------
                                 Title: Vice President
                                       ----------------------------------------


                              Address for Notices:

                              Pilgrim America Prime Rate Trust
                              Two Renaissance Square
                              40 North Central Avenue
                              Suite 1200
                              Phoenix, AZ  85004-4424
                              Attention:  Michael Bacevich

                              Fax No.: (602) 417-8327
                              Telephone No.: (602) 417-8258

                              Lending Office for Base Rate Advances:
                              Pilgrim America Prime Rate Trust
                              Two Renaissance Square
                              40 North Central Avenue
                              Suite 1200
                              Phoenix, AZ  85004-4424

                              Lending Office for Eurodollar Advances:
                              Pilgrim America Prime Rate Trust
                              Two Renaissance Square
                              40 North Central Avenue
                              Suite 1200
                              Phoenix, AZ  85004-4424


                  SECOND AMENDED AND RESTATED LOAN AGREEMENT
                                SIGNATURE PAGE
<PAGE>

                              THE ING CAPITAL SENIOR SECURED
                                HIGH INCOME FUND, L.P.

                              By:  ING CAPITAL ADVISORS, INC., as Investment
                                   Advisor



                                   By: /s/ Kathleen Lenarcic
                                      ----------------------------------------
                                    Name: Kathleen Lenarcic
                                         -------------------------------------
                                         Vice President - Portfolio Manager

                              Address for Notices:

                              ING Capital Advisors, Inc.
                              333 South Grand Avenue
                              Suite 4250
                              Los Angeles, CA  90071
                              Attention:  Kathleen Lenarcic

                              Fax No.: (213) 346-3995
                              Telephone No.: (213) 346-3971

                              Lending Office for Base Rate Advances:
                              ING Capital Advisors, Inc.
                              333 South Grand Avenue
                              Suite 4250
                              Los Angeles, CA  90071

                              Lending Office for Eurodollar Advances:
                              ING Capital Advisors, Inc.
                              333 South Grand Avenue
                              Suite 4250
                              Los Angeles, CA  90071


                  SECOND AMENDED AND RESTATED LOAN AGREEMENT
                                SIGNATURE PAGE
<PAGE>

                             VAN KAMPEN AMERICAN CAPITAL
                               PRIME RATE INCOME TRUST



                             By: /s/ Jeffrey W. Maillet
                                ---------------------------------------------
                                Jeffrey W. Maillet
                                Senior Vice President & Portfolio Manager

                             Address for Notices:

                             Van Kampen American Capital Prime Rate Income Trust
                             One Parkview Plaza
                             Oakbrook Terrace,  IL  60181
                             Attention:  Jeffrey W. Maillet

                             Fax No.: (630) 684-6740/41
                             Telephone No.: (630) 684-6438

                             Lending Office for Base Rate Advances:
                             Van Kampen American Capital Prime Rate Income Trust
                             One Parkview Plaza
                             Oakbrook Terrace,  IL  60181

                             Lending Office for Eurodollar Advances:
                             Van Kampen American Capital Prime Rate Income Trust
                             One Parkview Plaza
                             Oakbrook Terrace,  IL  60181


                  SECOND AMENDED AND RESTATED LOAN AGREEMENT
                                SIGNATURE PAGE
<PAGE>

                              PARIBAS CAPITAL FUNDING LLC.



                              By: /s/ Eric Green
                                 ----------------------------------------------
                                 Name: Eric Green
                                      -----------------------------------------
                                 Title: Director
                                       ----------------------------------------

                              Address for Notices:

                              Paribas Capital Funding LLC
                              787 Seventh Avenue
                              32nd Floor
                              New York, NY  10019
                              Attention:  Michael Weinberg

                              Fax No.: (212) 841-2144
                              Telephone No.: (212) 841-2544

                              Lending Office for Base Rate Advances:
                              Paribas Capital Funding LLC
                              787 Seventh Avenue
                              32nd Floor
                              New York, NY  10019

                              Lending Office for Eurodollar Advances:
                              Paribas Capital Funding LLC
                              787 Seventh Avenue
                              32nd Floor
                              New York, NY  10019


                  SECOND AMENDED AND RESTATED LOAN AGREEMENT
                                SIGNATURE PAGE

<PAGE>

                                   EXHIBIT A

                             ADVANCE REQUEST FORM



TO:  The First National Bank of Boston, as Administrative Agent
     100 Federal Street
     Boston, Massachusetts 02110
     Attention: Elizabeth Everett

Ladies and Gentlemen:

The undersigned is an officer of Prime Medical Services, Inc. ("BORROWER"), and
is authorized to make and deliver this certificate pursuant to that certain
Second Amended and Restated Loan Agreement dated as of March 31, 1997, among
Borrower, The First National Bank of Boston, as Administrative Agent (the
"ADMINISTRATIVE AGENT"), and the Lenders named therein (as the same may be
amended, supplemented or modified from time to time, the "LOAN AGREEMENT").
Capitalized terms used and not otherwise defined herein shall have the same
meanings as set forth in the Loan Agreement.  In accordance with the Loan
Agreement, Borrower hereby (check whichever is applicable):

              1.  Requests that the Lenders make a Eurodollar Advance under the
-------           Revolving Credit Commitments in the manner set forth in item
                  (c) below for the following Interest Period:


                                  One (1) month
                  -----------
                                  Two (2) months
                  -----------
                                  Three (3) months
                  -----------
                                  Six (6) months
                  -----------


              2.  Requests that the Lenders make an Alternate Rate Advance in
-------           the amount set forth in item (c) below./1/


In connection with the foregoing and pursuant to the terms and provisions of the
Loan Agreement, the undersigned hereby certifies to the Administrative Agent and
the Lenders that the following statements are true and correct:

     (i)      The representation and warranties contained in ARTICLE VII of
              the Loan Agreement and in each of the other Loan Documents are
              true and correct on and as of the date hereof with the same
              force and effect as if made on and as of such date, except to
              the extent that such representations and warranties speak to a
              specific date or the facts on which such

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

      1       Alternate Rate Advances shall only be available to the extent
              Eurodollar Advances are not available, as required by Article
              IV of the Loan Agreement.
<PAGE>

              representations and warranties are based have been changed by
              transactions permitted by the Loan Documents.

     (ii)     No Default has occurred and is continuing or would result from
              the Advance requested hereunder.

     (iii)    The amount of the Advance requested hereunder, when added to all
              outstanding Advances, will not exceed the Revolving Credit
              Commitments.

     (iv)     All information supplied below is true, correct, and complete
              as of the date hereof.

     (v)      If the proceeds of the requested Advance are to be used to finance
              a Permitted Acquisition, then the information set forth on
              SCHEDULE 1 attached hereto is true, correct, and complete as of
              the date hereof.

(a)  Outstanding principal amount of Advances under the Revolving
     Credit Commitments                                            $
                                                                    ---------
(b)  Net Availability for Advances:
     [The amount of the Revolving Credit Commitments minus
     outstanding Advances under the Revolving Credit Commitments]  $
                                                                    ---------

(c)  Amount of Requested Advance                                $
                                                                 ---------


                                    BORROWER:

                                    PRIME MEDICAL SERVICES, INC.



                                    By:
                                       ----------------------------------------
                                       Name:
                                            -----------------------------------
                                       Title:
                                             ----------------------------------

Date of Requested Advance:
                           ----------------------------------
                           [insert date of Requested Advance]

                                      -2-
<PAGE>

                                  SCHEDULE 1

                      PERMITTED ACQUISITION CERTIFICATION


Borrower hereby to the Administrative Agent and Lenders that:

1.   The name of the Person, or from which the business or assets to be,
     acquired is _________________.

2.   The proposed Acquisition by Borrower or its Subsidiary is of a business,
     assets or Person which is engaged in substantially the same business as the
     business conducted by Borrower or such Subsidiary, or any other business
     reasonably related thereto.

3.   The Acquisition has been approved and recommended by the board of directors
     or other applicable governing body of the Person to be acquired or from
     which such business or assets are to be acquired.

4.   After giving effect to such Acquisition, Borrower or the Subsidiary that is
     the acquiring party is Solvent and the Companies, on a consolidated basis,
     are Solvent.

5.   After giving effect to such Acquisition, no Default shall exist or occur as
     a result of, and after giving effect to, such Acquisition.

6.   If such Acquisition is a merger, Borrower or the Subsidiary that is the
     acquiring party will be the surviving entity after giving effect to such
     merger;

7.   (a)  The aggregate purchase price with respect to such Acquisition is
          $_____________________;

     (b)  The EBITDA of the Person acquired (for the four (4) fiscal quarters
          ending on the most recently ended fiscal period prior to the date of
          the Acquisition) times five (5) is $____________; and

     (c)  The excess of (b) over (a) is $_______.

8.   The aggregate consideration for such Acquisition does not exceed
     $10,000,000.00, and the aggregate cash consideration for all Acquisitions
     during the immediately preceding twelve (12) month period does not exceed
     $20,000,000.00.

9.   After giving effect to the Acquisition:

     (a)  The aggregate Debt of the Companies (including any Advances under the
          Revolving Credit Commitments) will be $______________.

     (b)  The EBITDA of the Companies (including EBITDA for the Person, assets
          or business acquired pursuant to the Acquisition) for the four
          (4) fiscal quarters ending on the closing of the Acquisition is
          $________________.

     (c)  2.75 or other applicable number pursuant to the definition of
          "PERMITTED ACQUISITION" times (b) = $_____________.




                                      -i-
<PAGE>

                                   EXHIBIT B

                       FORM OF ASSIGNMENT AND ACCEPTANCE

                           Dated ____________, 19__


     Reference is hereby made to that certain Amended and Restated Loan
Agreement dated as of March 31, 1997 (as the same may be amended, supplemented
or modified from time to time, the "LOAN AGREEMENT"), among PRIME MEDICAL
SERVICES, INC., a Delaware corporation ("BORROWER"), each of the Lenders or
other lending institutions which are or may from time to time become signatories
thereto (the "LENDERS"), and THE FIRST NATIONAL BANK OF BOSTON, as
Administrative Agent for itself and the other Lenders (in such capacity, the
"ADMINISTRATIVE AGENT").  Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Loan Agreement.


    ______________________________________________________ (the "ASSIGNOR")

 and___________________________________ (the "ASSIGNEE") agree as follows:


     1.   The Assignor hereby sells and assigns to the Assignee, without
recourse, and the Assignee hereby purchases and assumes from the Assignor as of
the Effective Date (as defined in SECTION 4 below), the following (the "ASSIGNED
INTEREST"): [check and complete, as appropriate]

    [ ]   A   -  % interest in the Revolving Credit Commitment of the Assignor
            -----
          and of the outstanding principal amount owed to the Assignor in
          respect of its Advances under its Revolving Credit Commitment,
          together with all of the rights and obligations of the Assignor
          relating to such Assigned Interest under the Loan Agreement and the
          other Loan Documents.

    [ ]   A   -  % interest  the Term Loan A Commitment of the Assignor and
            -----
          of the outstanding principal amount owed to the Assignor in respect of
          its Advances under its Term Loan A Commitment, together with all of
          the rights and obligations of the Assignor relating to such Assigned
          Interest under the Loan Agreement and the other Loan Documents.

    [ ]   A   -  % interest in the Term Loan B Commitment of the Assignor and
            -----
          of the outstanding principal amount owed to the Assignor in respect of
          its Advances under its Term Loan B Commitment, together with all of
          the rights and obligations of the Assignor relating to such Assigned
          Interest under the Loan Agreement and the other Loan Documents.

    [ ]   100% of all of the Assignor's rights and obligations under the Loan
          Agreement and the other Loan Documents, including without limitation,
          100% of the Assignor's interest in its Revolving Credit Commitment,
          100% of the Assignor's interest in its Term Loan A Commitment and 100%
          of the total outstanding principal amount owed to the Assignor.

     2.   The Assignor: (i) represents that as of the date hereof, its Revolving
Credit Commitment is  $______________________ and the outstanding principal of
its Advances, if any, under its Revolving Credit Commitment is
$_________________________, the outstanding principal amount of its Term Loan A
Commitment, if any, is $______________________, the outstanding principal
balance of its Advances under its Term Loan A Commitment, if any, is
$____________________ (all as unreduced by any assignments which have not yet
become effective), its Term Loan B Commitment, if any, is $__________________,
and the outstanding principal balance of its Advances under the Term Loan B
Commitment, if any, is $________________________; (ii) makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the
<PAGE>

Loan Agreement or any other Loan Document or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Agreement or any
other Loan Document, other than that it is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is free and clear
of any adverse claim; (iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower, any
Guarantor or any other Obligated Party or the performance or observance by the
Borrower, any guarantor or any other Obligated Party of any of their obligations
under the Agreement or any other Loan Document; and (iv) attaches the Notes held
by Assignor and requests that the Administrative Agent exchange such Notes for
new Notes payable to the order of (A) Assignee in an amount equal to the
Commitments assumed by the Assignee pursuant hereto, and (B) the Assignor in an
amount equal to the Commitments, if any, retained by the Assignor under the Loan
Agreement, respectively, as specified above.

     3.   The Assignee: (i) represents and warrants that it is legally
authorized to enter in this Assignment and Acceptance; (ii) confirms that it has
received a copy of the Loan Agreement, together with copies of the most recent
financial statements delivered pursuant to SECTION 8.1 thereof and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance; (iii) agrees
that it will, independently and without reliance upon the Administrative Agent,
the Assignor, or any other Lender and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Loan Agreement and the other Loan
Documents; (iv) confirms that it is eligible to be an Assignee: (v) appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers under the Loan Documents as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; (v) agrees that it will perform in accordance
with their terms all the obligations which by the terms of the Loan Agreement
and the other Loan Documents are required to be performed by it as a Lender; [;
and (vii) attaches the forms prescribed by the Internal Revenue Service of the
United States certifying as to the Assignee's exemption from United States
withholding taxes with respect to all payments to be made to the Assignee under
the Loan Documents or such other documents as are necessary to indicate that all
such payments are subject to such tax at a rate reduced by an applicable tax
treaty]./1/

     4.   The effective date for this Assignment and Acceptance shall be _____,
19_______ (the "EFFECTIVE DATE")./2/  Following the execution of this Assignment
and Acceptance, it will be delivered to the Administrative Agent for acceptance
and recording by the Administrative Agent.

     5.   Upon such acceptance and recording, from and after the Effective Date,
(i) the Assignee shall be a party to the Loan Agreement and, to the extent
provided in this Assignment and Acceptance, shall have the rights and
obligations of a Lender thereunder and under the other Loan Documents and (ii)
the Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Loan
Agreement and the other Loan Documents.

     6.   Upon such acceptance and recording, from and after the Effective Date,
the Administrative Agent shall make all payments in respect of the interest
assigned hereby (including payments of principal, interest, fees, and other
amounts) to the Assignee.  The Assignor and Assignee shall make all appropriate
adjustments in payments for periods prior to the Effective Date by the
Administrative Agent or with respect to the making of this assignment directly
between themselves.

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

     1    If the Assignee is organized under the laws of a jurisdiction outside
          the United States.

     2    Such date shall be at least five (5) Business Days after the execution
          of this Assignment and Acceptance and delivery thereof to the
          Administrative Agent.

                                      -2-
<PAGE>

     7.   This Assignment and Acceptance shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts and applicable
laws of the United States of America.

                                    [NAME OF ASSIGNOR],



                                    By:
                                       ----------------------------------------
                                           Name:
                                                -------------------------------
                                           Title:
                                                 ------------------------------


                                    [NAME OF ASSIGNEE],



                                    By:
                                       ----------------------------------------
                                           Name:
                                                -------------------------------
                                           Title:
                                                 ------------------------------

ACCEPTED BY:

THE FIRST NATIONAL BANK OF BOSTON



By:
   ----------------------------------
       Name:
            -------------------------
       Title:
             ------------------------
       Date:
            -------------------------

                                      -3-
<PAGE>

                                   EXHIBIT C

                         FORM OF REVOLVING CREDIT NOTE



$______________              Boston, Massachusetts               March 31, 1997


     FOR VALUE RECEIVED, the undersigned, PRIME MEDICAL SERVICES, INC., a
Delaware corporation ("MAKER"), hereby promises to pay to the order of
________________________________ ("PAYEE"), at the offices of The First National
Bank of Boston, as Administrative Agent (together with any successor as provided
in the Agreement, hereinbelow defined, the "ADMINISTRATIVE AGENT") at 100
Federal Street, Boston, Massachusetts, on April 30, 2001, in lawful money of the
United States of America, the principal sum of______________________________
DOLLARS ($_______________), or so much thereof as may be advanced and
outstanding hereunder together with the interest on the outstanding principal
balance from day to day remaining, as herein specified.

     This Note has been executed and delivered by Maker pursuant to the terms of
that certain Second Amended and Restated Loan Agreement of even date herewith
among Maker, Payee, the Administrative Agent and each of the other Lenders which
is or may become a party thereto or any successor or assignee thereof (as the
same may be amended, supplemented or modified from time to time, the
"AGREEMENT") and is one of the Revolving Credit Notes described therein.
Capitalized terms used and not otherwise defined herein shall have the same
meanings as set forth in the Agreement.

     Reference is hereby made to the Agreement for provisions affecting this
Note, including, without limitation, provisions regarding payments, prepayments
(optional and mandatory), Events of Default and the Administrative Agent's and
Payee's right as a result of the occurrence thereof.

     The outstanding principal balance hereof shall bear interest prior to
maturity at a varying rate per annum which shall from day to day be equal to the
lesser of (a) the Maximum Rate, or (b) the Applicable Rate in effect from day to
day, each such change in the rate of interest charged hereunder to become
effective, without notice to Maker, on the effective date of each change in the
Applicable Rate or the Maximum Rate, as the case may be; provided, however, if
at any time the Applicable Rate shall exceed the Maximum Rate, thereby causing
the interest rate hereon to be limited to the Maximum Rate, then any subsequent
reduction in the Applicable Rate shall not reduce the rate of interest hereon
below the Maximum Rate until the total amount of interest accrued hereon equals
the amount of interest which would have accrued hereon if the Applicable Rate
had at all times been in effect. Accrued and unpaid interest on this Note shall
be due and payable on each Payment Date and on the Termination Date. All past-
due principal and interest shall bear interest as the Default Rate.

     Notwithstanding anything to the contrary contained herein, no provisions of
this Note shall require the payment or permit the collection of interest in
excess of the Maximum Rate.  If and excess of interest in such respect is herein
provided for, or shall be adjudicated to be so provided, in this Note or
otherwise in connection with this loan transaction, the provisions of this
paragraph shall govern and prevail, and neither Maker nor the sureties,
guarantors, successors or assigns of Maker shall be obligated to pay the excess
amount of such interest, or any other excess sum paid for the use, forbearance
or detention of sums loaned pursuant hereto.  If for any reason interest in
excess of the Maximum Rate shall be deemed charged, required or permitted by any
court of competent jurisdiction, any such excess shall be applied as a payment
and reduction of the principal of indebtedness evidenced by this Note; and, if
the principal amount hereof has been paid in
<PAGE>

full, any remaining excess shall forthwith be paid to Maker. In determining
whether or not the interest paid or payable exceeds the Maximum Rate, Maker, the
Administrative Agent and Payee shall, to the extent permitted by applicable law,
(i) characterize any non-principal payment as an expense, fee, or premium rather
than as interest, (ii) exclude voluntary prepayments and the effects thereof,
and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the
total amount of interest throughout the entire contemplated term of the
indebtedness evidenced by this Note so that the interest for the entire term
does not exceed the Maximum Rate.

     Upon the occurrence of an Event of Default, the Administrative Agent may
(and if directed by the Required Lenders, shall) declare the entire unpaid
principal of and accrued interest on this Note immediately due and payable
without notice, demand or presentment, all of which are hereby waived, and upon
such declaration, the same shall become and shall be immediately due and
payable, and the Administrative Agent shall have the right to foreclose or
otherwise enforce all Liens or security interests securing payment hereof, or
any part hereof, and offset against this Note any sum or sums owed by the
Administrative Agent, Payee or the holder hereof to Maker.  Failure of the
Administrative Agent, Payee or the holder hereof to exercise this option shall
not constitute a waiver of the right to exercise the same upon the occurrence of
a subsequent Event of Default.

     If the Administrative Agent, Payee or the holder hereof expends any effort
in any attempt to enforce payment of all or any part or installment of any sum
due the holder hereunder, or if this Note is placed in the hands of an attorney
for collection, or if it is collected through any legal proceedings, Maker
agrees to pay all costs, expenses, and fees incurred by the Administrative
Agent, or the holder, including reasonable attorneys' fees.

     This Note shall be governed by and construed in accordance with the laws of
the Commonwealth of Massachusetts and the applicable laws of the United States
of America.

     Except as provided in the Agreement, Maker and each surety, guarantor,
endorser, and other party ever liable for payment of any sums of money payable
on this Note jointly and severally waive notice, presentment, demand for
payment, protest, notice of protest and non-payment or dishonor, notice of
acceleration, notice of intent to accelerate, notice of intent to demand,
diligence in collecting, grace, and all other formalities of any kind, and
consent to all extensions without notice for any period or periods of time and
partial payments, before or after maturity, and any impairment of any Collateral
securing this Note, all without prejudice to the Administrative Agent, Payee or
the holder.  The Administrative Agent, Payee and the holder shall similarly have
the right to deal in any way, at any time, with one or more of the foregoing
parties without notice to any other party, and to grant any such party any
extensions of time for payment of any of said indebtedness, or to release or
substitute part or all of the Collateral securing this Note, or to grant any
other indulgences or forbearances whatsoever, without notice to any other party
and without in any way affecting the personal liability of any party hereunder.

     Maker hereby authorizes the Administrative Agent, Payee and the holder
hereof to endorse on the SCHEDULE attached to this Note or any continuation
thereof or to record in their internal records all Advances made to Maker
hereunder and all payments made on account of the principal thereof, which
endorsements or recordings shall be prima facie evidence as to the outstanding
principal amount of this Note; provided, however, any failure by the
Administrative Agent, Payee or the holder hereof to make any such endorsement or
recording shall not limit or otherwise affect the obligations of Maker under the
Agreement or this Note.

                                      -2-
<PAGE>

     [This Note, together with all the other Revolving Credit Notes issued on
the date hereof are given in renewal, amendment, increase and restatement, but
not extinguishment, of the Revolving Credit Notes issued under the Amended and
Restated Loan Agreement dated as of April 26, 1996 among Maker, NationsBank, the
Administrative Agent, and each of the other Lenders party thereto.]

                                       PRIME MEDICAL SERVICES, INC.



                                       By:
                                          --------------------------------------
                                           Cheryl Williams
                                           Vice President-Finance

                                      -3-
<PAGE>

                                   SCHEDULE

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      Date           Advance           Principal Payment            Balance
================================================================================

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                                      -i-
<PAGE>

                                   EXHIBIT D

                              FORM OF TERM NOTE A


$_________________           Boston, Massachusetts               March 31, 1997


        FOR VALUE RECEIVED, the undersigned, PRIME MEDICAL SERVICES, INC., a
Delaware corporation ("MAKER"), hereby promises to pay to the order of
_______________________________________ ("PAYEE"), at the offices of The First
National Bank of Boston, as Administrative Agent (together with any successor as
provided in the Agreement, hereinbelow defined, the "ADMINISTRATIVE AGENT") at
100 Federal Street, Boston, Massachusetts, in lawful money of the United States
of America, the principal sum of ______________ DOLLARS ($_________), together
with interest on the outstanding principal balance from day to day remaining, as
herein specified.

        This Note has been executed and delivered by Maker pursuant to the terms
of that certain Second Amended and Restated Loan Agreement of even date herewith
among Maker, Payee, the Administrative Agent and each of the other Lenders which
is or may become a party thereto or any successor or assignee thereof (as the
same may be amended, supplemented or modified from time to time, the
"AGREEMENT") and is one of the Term Notes described therein. Capitalized terms
used and not otherwise defined herein shall have the same meanings as set forth
in the Agreement.

        Reference is hereby made to the Agreement for provisions affecting this
Note, including, without limitation, provisions regarding payments, prepayments
(optional and mandatory), Events of Default and the Administrative Agent's and
Payee's rights as a result of the occurrence thereof.

        The outstanding principal balance hereof shall bear interest prior to
maturity at a varying rate per annum which shall from day to day be equal to the
lesser of (a) the Maximum Rate, or (b) the Applicable Rate in effect from day to
day, each such change in the rate of interest charged hereunder to become
effective, without notice to Maker, on the effective date of each change in the
Applicable Rate or the Maximum Rate, as the case may be; provided, however, if
at any time the Applicable Rate shall exceed the Maximum Rate, thereby causing
the interest rate hereon to be limited to the Maximum Rate, then any subsequent
reduction in the Applicable Rate shall not reduce the rate of interest hereon
below the Maximum Rate until the total amount of interest accrued hereon equals
the amount of interest which would have accrued hereon if the Applicable Rate
had at all times been in effect. The unpaid principal balance of, and all
accrued and unpaid interest on, this Note shall be due and payable on the dates
and at the times set forth in the Agreement. All past-due principal and interest
shall bear interest at the Default Rate.

        Notwithstanding anything to the contrary contained herein, no provisions
of this Note shall require the payment or permit the collection of interest in
excess of the Maximum Rate. If any excess of interest in such respect is herein
provided for, or shall be adjudicated to be so provided, in this Note or
otherwise in connection with this loan transaction, the provisions of this
paragraph shall govern and prevail, and neither Maker nor the sureties,
guarantors, successors or assigns of Maker shall be obligated to pay the excess
amount of such interest, or any other excess sum paid for the use, forbearance
or detention of sums loaned pursuant hereto. If for any reason interest in
excess of the Maximum Rate shall be deemed charged, required or permitted by any
court of competent jurisdiction, any such excess shall be applied as a payment
and reduction of the principal of indebtedness evidenced by this Note; and, if
the principal amount hereof has been paid in full, any remaining excess shall
forthwith be paid to Maker. In determining whether or not the interest paid or
payable exceeds the Maximum Rate, Maker, the Administrative Agent and Payee
shall, to the extent
<PAGE>

permitted by applicable law, (i) characterize any non-principa l payment as an
expense, fee, or premium rather than as interest, (ii) exclude voluntary
prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
entire contemplated term of the indebtedness evidenced by this Note so that the
interest for the entire term does not exceed the Maximum Rate.

        Upon the occurrence of an Event of Default, the Administrative Agent may
(and if directed by the Required Lenders, shall) declare the entire unpaid
principal of and accrued interest on this Note immediately due and payable
without notice, demand or presentment, all of which are hereby waived, and upon
such declaration, the same shall become and shall be immediately due and
payable, and the Administrative Agent shall have the right to foreclose or
otherwise enforce all Liens or security interests, securing payment hereof, or
any part hereof, and offset against this Note any sum or sums owed by the
Administrative Agent, Payee or the holder hereof to Maker. Failure of the
Administrative Agent, Payee or the holder hereof to exercise this option shall
not constitute a waiver of the right to exercise the same upon the occurrence of
a subsequent Event of Default.

        If the Administrative Agent, Payee or the holder hereof expends any
effort in any attempt to enforce payment of all or any part or installment of
any sum due the holder hereunder, or if this Note is placed in the hands of an
attorney for collection, or if it is collected through any legal proceedings,
Maker agrees to pay all costs, expenses, and fees incurred by the Administrative
Agent, Payee or the holder, including reasonable attorneys' fees.

        This Note shall be governed by and construed in accordance with the laws
of the Commonwealth of Massachusetts and the applicable laws of the United
States of America.

        Except as provided in the Agreement, Maker and each surety, guarantor,
endorser, and other party ever liable for payment of any sums of money payable
on this Note jointly and severally waive notice, presentment, demand for
payment, protest, notice of protest and non-payment or dishonor, notice of
acceleration, notice of intent to accelerate, notice of intent to demand,
diligence in collecting, grace, and all other formalities of any kind, and
consent to all extensions without notice for any period or periods of time and
partial payments, before or after maturity, and any impairment of any Collateral
securing this Note, all without prejudice to the Administrative Agent, Payee or
the holder. The Administrative Agent, Payee and the holder shall similarly have
the right to deal in any way, at any time, with one or more of the foregoing
parties without notice to any other party, and to grant any such party any
extensions of time for payment of any of said indebtedness, or to release or
substitute part or all of the Collateral securing this Note, or to grant any
other indulgences or forbearances whatsoever, without notice to any other party
and without in any way affecting the personal liability of any party hereunder.

        [This Note, together with all the other Term Notes A issued on the date
hereof, are given in renewal, amendment, and restatement, but not extinguishment
of, the Term Notes issued under the Amended and Restated Loan Agreement dated as
of April 26, 1996 among Maker, NationsBank, the Administrative Agent and each of
the other Lenders party thereto.]

                                    PRIME MEDICAL SERVICES, INC.



                                    By:
                                       ---------------------------------------
                                       Cheryl Williams, Vice President-Finance

                                      -2-
<PAGE>

                                   EXHIBIT E

                              FORM OF TERM NOTE B


$_______________             Boston, Massachusetts               March 31, 1997


        FOR VALUE RECEIVED, the undersigned, PRIME MEDICAL SERVICES, INC., a
Delaware corporation ("MAKER"), hereby promises to pay to the order of_______
("PAYEE"), at the offices of The First National Bank of Boston, as
Administrative Agent (together with any successor as provided in the Agreement,
hereinbelow defined, the "ADMINISTRATIVE AGENT") at 100 Federal Street, Boston,
Massachusetts, in lawful money of the United States of America, the principal
sum of ________ DOLLARS ($_______), together with interest on the outstanding
principal balance from day to day remaining, as herein specified.

        This Note has been executed and delivered by Maker pursuant to the terms
of that certain Second Amended and Restated Loan Agreement of even date herewith
among Maker, Payee, the Administrative Agent and each of the other Lenders which
is or may become a party thereto or any successor or assignee thereof (as the
same has been amended through the date hereof and may be further amended,
supplemented or modified from time to time, the "AGREEMENT") and is one of the
Term B Notes described therein. Capitalized terms used and not otherwise defined
herein shall have the same meanings as set forth in the Agreement.

        Reference is hereby made to the Agreement for provisions affecting this
Note, including, without limitation, provisions regarding payments, prepayments
(optional and mandatory), Events of Default and the Administrative Agent's and
Payee's rights as a result of the occurrence thereof.

        The outstanding principal balance hereof shall bear interest prior to
maturity at a varying rate per annum which shall from day to day be equal to the
lesser of (a) the Maximum Rate, or (b) the Applicable Rate in effect from day to
day, each such change in the rate of interest charged hereunder to become
effective, without notice to Maker, on the effective date of each change in the
Applicable Rate or the Maximum Rate, as the case may be; provided, however, if
at any time the Applicable Rate shall exceed the Maximum Rate, thereby causing
the interest rate hereon to be limited to the Maximum Rate, then any subsequent
reduction in the Applicable Rate shall not reduce the rate of interest hereon
below the Maximum Rate until the total amount of interest accrued hereon equals
the amount of interest which would have accrued hereon if the Applicable Rate
had at all times been in effect. The unpaid principal balance of, and all
accrued and unpaid interest on, this Note shall be due and payable on the dates
and at the times set forth in the Agreement. All past-due principal and interest
shall bear interest at the Default Rate.

        Notwithstanding anything to the contrary contained herein, no provisions
of this Note shall require the payment or permit the collection of interest in
excess of the Maximum Rate. If any excess of interest in such respect is herein
provided for, or shall be adjudicated to be so provided, in this Note or
otherwise in connection with this loan transaction, the provisions of this
paragraph shall govern and prevail, and neither Maker nor the sureties,
guarantors, successors or assigns of Maker shall be obligated to pay the excess
amount of such interest, or any other excess sum paid for the use, forbearance
or detention of sums loaned pursuant hereto. If for any reason interest in
excess of the Maximum Rate shall be deemed charged, required or permitted by any
court of competent jurisdiction, any such excess shall be applied as a payment
and reduction of the principal of indebtedness evidenced by this Note; and, if
the principal amount hereof has been paid in full, any remaining excess shall
forthwith be paid to Maker. In determining whether or not the interest paid
<PAGE>

or payable exceeds the Maximum Rate, Maker, the Administrative Agent and Payee
shall, to the extent permitted by applicable law, (i) characterize any non-
principal payment as an expense, fee, or premium rather than as interest, (ii)
exclude voluntary prepayments and the effects thereof, and (iii) amortize,
prorate, allocate, and spread in equal or unequal parts the total amount of
interest throughout the entire contemplated term of the indebtedness evidenced
by this Note so that the interest for the entire term does not exceed the
Maximum Rate.

        Upon the occurrence of an Event of Default, the Administrative Agent may
(and if directed by the Required Lenders, shall) declare the entire unpaid
principal of and accrued interest on this Note immediately due and payable
without notice, demand or presentment, all of which are hereby waived, and upon
such declaration, the same shall become and shall be immediately due and
payable, and the Administrative Agent shall have the right to foreclose or
otherwise enforce all Liens or security interests, securing payment hereof, or
any part hereof, and offset against this Note any sum or sums owed by the
Administrative Agent, Payee or the holder hereof to Maker. Failure of the
Administrative Agent, Payee or the holder hereof to exercise this option shall
not constitute a waiver of the right to exercise the same upon the occurrence of
a subsequent Event of Default.

        If the Administrative Agent, Payee or the holder hereof expends any
effort in any attempt to enforce payment of all or any part or installment of
any sum due the holder hereunder, or if this Note is placed in the hands of an
attorney for collection, or if it is collected through any legal proceedings,
Maker agrees to pay all costs, expenses, and fees incurred by the Administrative
Agent, Payee or the holder, including reasonable. attorneys' fees.

        This Note shall be governed by and construed in accordance with the laws
of the Commonwealth of Massachusetts and the applicable laws of the United
States of America.

        Except as provided in the Agreement, Maker and each surety, guarantor,
endorser, and other party ever liable for payment of any sums of money payable
on this Note jointly and severally waive notice, presentment, demand for
payment, protest, notice of protest and non-payment or dishonor, notice of
acceleration, notice of intent to accelerate, notice of intent to demand,
diligence in collecting, grace, and all other formalities of any kind, and
consent to all extensions without notice for any period or periods of time and
partial payments, before or after maturity, and any impairment of any Collateral
securing this Note, all without prejudice to the Administrative Agent, Payee or
the holder. The Administrative Agent, Payee and the holder shall similarly have
the right to deal in any way, at any time, with one or more of the foregoing
parties without notice to any other party, and to grant any such party any
extensions of time for payment of any of said indebtedness, or to release or
substitute part or all of the Collateral securing this Note, or to grant any
other indulgences or forbearances whatsoever, without notice to any other party
and without in any way affecting the personal liability of any party hereunder.

                                    PRIME MEDICAL SERVICES, INC.



                                    By:
                                       -----------------------------------------
                                       Cheryl Williams, Vice President-Finance

                                      -2-
<PAGE>

$$NOFOLIO
                                   EXHIBIT F

                            PERFECTION CERTIFICATE

     The undersigned is an officer of PRIME MEDICAL SERVICES, INC., a Delaware
corporation ("BORROWER"), and is authorized to make and deliver this
certificate. Borrower hereby certifies, with reference to that certain Borrower
Security Agreement (herein so called) dated as of April 26, 1996 between
Borrower and The First National Bank of Boston, as Administrative Agent
("AGENT") for itself and certain other Lenders (the "LENDERS"), as amended and
those certain Guarantor Security Agreements (herein so called) dated as of April
26, 1996 between the Guarantors (as defined in that certain Second Amended and
Restated Loan Agreement of even date herewith among Borrower, the Administrative
Agent and the Lenders), as amended and the Administrative Agent (the Borrower
Security Agreement and the Guarantor Security Agreements being herein referred
to collectively as the "SECURITY AGREEMENTS") (capitalized terms used and not
otherwise defined herein shall have the same meanings as set forth in the
Security Agreements), to the Administrative Agent and each Lender as follows:

     1.   NAMES.

          (a) There have been no changes since April 26, 1996 in the exact
     corporate name of Borrower and each Guarantor as such name appears on each
     such company's Certificate of Incorporation or Articles of Incorporation
     is:



          (b) The following is a list of all other names (including trade names
     or similar appellations) used by Borrower and each Guarantor, or any other
     business or organization to which any such company has succeeded, now or at
     any time since April 26, 1996:

<PAGE>

     2.   CURRENT LOCATIONS.

          (a) Any change of the chief executive office of Borrower and each
     Guarantor since April 26, 1996 is at the address indicated for each such
     company below:


     Debtor:
     Mailing Address:
     County:
     State:



     Debtor:
     Mailing Address:
     County:
     State:



     (b) The following are all other new locations since April 26, 1996 in the
United States of America at which Borrower or any Guarantor maintains any books
or records relating to any of the Collateral consisting of accounts, contract
rights, chattel paper, general intangibles or mobile goods:


     Debtor:
     Mailing Address:   [Complete for Borrower and each Guarantor]
     County:
     State:



     (c) The following are the names and addresses of all persons or entities
other than Borrower and each Guarantor, such as lessees or consignees, which
since April 26, 1996 have possession or are intended to have possession of any
of the Collateral consisting of chattel paper, inventory or equipment:


     Name:
     Mailing Address:
     County:
     State:

                                      -2-
<PAGE>

     3.   CAPITALIZATION.  Any changes in the capitalization of each of the
Subsidiaries of Borrower since April 26, 1996 is as set forth below:

                        [Complete for each Subsidiary]


     4.   PARTNERSHIP INTERESTS.  Changes in the partnership interests acquired
by Borrower since April 26, 1996 and the Subsidiaries of Borrower and
information regarding each Partnership is set forth below:



     5.   UNUSUAL TRANSACTIONS.  Except as set forth in SCHEDULE 1 attached
hereto, all of the Collateral has been originated by the applicable company in
the ordinary course of such company's business or consists of goods which have
been acquired by such company in the ordinary course from a person in the
business of selling goods of that kind.

     EXECUTED as of March _________, 1997.



                                        ---------------------------------------
                                        Cheryl Williams
                                        Chief Financial Officer

                                      -3-
<PAGE>

                                   EXHIBIT G

            FORM OF OPINION OF COUNSEL FOR BORROWER AND GUARANTORS

     1.   Borrower is a Delaware  corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware, and has
all corporate power and authority required to own its property and carry on its
business as presently conducted and proposed to be conducted.  Borrower is duly
qualified or licensed to do business in each jurisdiction where the nature of
the business in which it is engaged makes such qualification or licensing
necessary including, without limitation, the States of ___________________./3/

     2.   Borrower has the corporate power and requisite authority to execute,
deliver and carry out the terms and provisions of the Loan Documents, and all
other documents and instruments delivered pursuant to the terms of such Loan
Documents, and has taken all corporate action necessary to duly authorize (i)
the execution, delivery and performance by Borrower of the terms and provisions
of the Loan Documents, and (ii) the performance by Borrower of its obligations
under the Loan Documents.

     3.   Each Guarantor has the corporate power and requisite authority to
execute, deliver and carry out the terms and provisions of the Loan Documents to
which it is a party, and all other documents and instruments delivered pursuant
to the terms of such Loan Documents, and has taken all corporate action
necessary to duly authorize (i) the execution, delivery and performance by such
Guarantor of the terms and provisions of the Loan Documents to which it is a
party, and (ii) the performance by such Guarantor of its obligations under the
Loan Documents to which it is a party.

     4.   Neither the execution and delivery by Borrower of the Loan Documents,
nor the performance by Borrower of its obligations thereunder, nor compliance by
Borrower with the terms and provisions thereof, will (a) contravene any
provision of law, statute, rule or regulation of the State of Texas (or any
political subdivision thereof) or the United States of America, to which
Borrower is subject, or conflict with, or result in any breach of, any material
agreement, mortgage, indenture, deed of trust or other instrument known to us to
which Borrower may be subject, including, without limitation, the agreements set
forth on EXHIBIT A attached hereto, or result in the creation of any mortgage,
lien, pledge or encumbrance in respect of any property of Borrower (other than
liens in your favor), (b) contravene any judgment, decree, license, order or
permit known to us to be applicable to Borrower, (c) violate any provision of
the certificate of incorporation or bylaws of Borrower, or (d) violate or cause
a result under any partnership agreement of any Partnership.  To the best of our
knowledge, after reasonable inquiry, no consent, approval, authorization or
order of any governmental or public body or authority, or of any third party, is
required in connection with the execution, delivery and performance by Borrower
of the Loan Documents or the borrowing and repayment of money by Borrower
thereunder.

     5.   Neither the execution and delivery by the Guarantors of the Loan
Documents, nor the performance by Guarantors of their respective obligations
thereunder, nor compliance by Guarantors with the terms and provisions thereof,
will (a) contravene any provision of law, statute, rule or regulation of the
State of Texas (or any political subdivision thereof) or the United States of
America, to which any Guarantor is subject, or conflict with, or result in any
breach of, any material agreement, mortgage, indenture, deed of trust or other
instrument known to us to which any Guarantor may be subject, including, without
limitation, the agreements set forth on EXHIBIT A attached hereto, or result in
the creation of any mortgage, lien, pledge or encumbrance in respect of any
property of any Guarantor (other than liens in your favor), (b) contravene any
judgment, decree, license, order or permit known to us to be applicable to any
Guarantor, (c) violate any provision of the certificate of incorporation or
bylaws of any Guarantor, or (d) violate or cause a default under any partnership
agreement of any Partnership.  To the best of our knowledge, after reasonable
inquiry, no consent, approval, authorization or order of any governmental or
public body or authority, or of any third party, is required in connection with
the execution, delivery and performance by Guarantors of the Loan Documents or
the borrowing and repayment of money by Guarantors thereunder.

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

     3    Include a corresponding opinion for each Guarantor and each
          Partnership.


<PAGE>

    6.   ________________, __________________ of Borrower is authorized to
execute the Loan Documents on behalf of Borrower./4/

     7.   The Loan Documents to which Borrower is a party have been duly
executed, presented and delivered by Borrower and constitute the legal and
binding obligations of Borrower, enforceable in accordance with their respective
terms.

     8.   The Loan Documents to which each Guarantor is a party have been duly
executed, presented and delivered by such Guarantor and constitute the legal and
binding obligations of such Guarantor, enforceable in accordance with their
respective terms.

     9.   To the best of our knowledge, there are no legal or arbitral actions,
suits or proceedings pending or threatened against Borrower, any Guarantor or
any Partnership which, if adversely determined, would have a material adverse
effect on the financial condition, operations, properties, assets or business of
any of Borrower, Guarantors or the Partnerships or on the transactions
contemplated in the Loan Documents.

     10.  The Security Agreements and the Pledge Agreements create in favor of
the Administrative Agent, for the benefit of the Lenders, a valid lien and
security interest, which attaches to the Collateral.

     11.  Upon the filing of the Financing Statements in the Office of the
Secretary of State of ___________ and in the Real Property Records of the
__________ County, ___________________, the liens and security interests created
by the Security Agreements shall constitute perfected, first priority liens and
security interests in the Collateral.

     12.  ______________'s authorized capitalization consists of ____________
shares of common stock, $_____________ par value per share, of which
______________ shares are issued and outstanding.  The outstanding shares have
been authorized and validly issued and are fully paid and nonassessable./5/

     13.  Assuming that the Administrative Agent takes and keeps possession of
the Pledged Shares under the Security Agreements, all actions have been taken to
create and to perfect the security interest of the Administrative Agent, for the
benefit of the Lenders, in the Pledged Shares.

     14.  Borrower is not an "investment company" or a company "controlled" by
an "investment company," within the meaning of the Investment Company Act of
1940, as amended.

     15.  A Texas court, in a case properly presented, would uphold the
Massachusetts choice of law provisions in the Loan Documents.

     16.  The Loan, as evidenced by the Loan Documents, is not usurious.




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

     4    Similar opinion for each Guarantor.

     5    Similar opinion for each Guarantor.

                                      -2-
<PAGE>

                                   EXHIBIT H

                        FORM OF COMPLIANCE CERTIFICATE


TO:  The First National Bank of Boston, as Administrative Agent
     and each of the Lenders party to the
     Loan Agreement (hereinbelow defined)
     100 Federal Street
     Boston, Massachusetts  02110
     Attention:  Elizabeth Everett

Ladies and Gentlemen:

     The undersigned is the __________ of PRIME MEDICAL SERVICES, INC.
("BORROWER"), and is authorized to make and deliver this certificate pursuant to
that certain Second Amended and Restated Loan Agreement (the "LOAN AGREEMENT")
dated as of March 31, 1997, among Borrower, each of the Lenders or other lending
institutions which is or may from time to time become a signatory thereto
(collectively, the "LENDERS" and individually, a "LENDER"), and The First
National Bank of Boston, as Administrative Agent for itself and the other
Lenders (together with its successors in such capacity, the "ADMINISTRATIVE
AGENT").  Capitalized terms used and not otherwise defined herein shall have the
same meanings as set forth in the Loan Agreement.

     This certificate is being delivered as of______ , 19________ [insert the
end of the most recent reporting period required by SECTION 8.1(c) of the Loan
Agreement (the "REPORT DATE") pursuant to SECTION 8.1(c) of the Loan Agreement.
All of the calculations set forth on EXHIBIT A hereto are as of the Report Date
and have been made pursuant to the terms of the Loan Agreement.

     The undersigned, as an authorized officer of Borrower, hereby certifies to
the Administrative Agent and the Lenders that:

     1.   DEFAULTS.  No Default has occurred and is continuing, or if a Default
has occurred, EXHIBIT B attached hereto describes the nature thereof and the
steps taken or to be taken by Borrower to remedy such Default.

     2.   REPRESENTATIONS.  The representations and warranties contained in the
Loan Agreement and each of the other Loan Documents are true and correct on and
as of the date hereof with the same force and effect as if made on and as of the
date hereof, except to the extent that such representations and warranties speak
to a specific date or the facts on which such representations and warranties are
based have been changed by transactions permitted by the Loan Documents.

     3.   CALCULATIONS.  Attached hereto as schedules are the calculations
supporting the computations set forth in EXHIBIT A hereto.  All information
contained in EXHIBIT A and on the attached schedules is true and correct.

     4.   GAAP FINANCIAL STATEMENTS.  The unaudited financial statements
attached hereto, if any, were prepared in accordance with GAAP and fairly
represent (subject to year-end audit adjustments) the financial conditions and
results of operations of the Companies on a consolidated or consolidating, as
the case may be, basis as of the date and for the periods indicated therein.
<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed this Compliance
Certificate effective this day of _________________, 19____.


                                  By:
                                     ------------------------------------
                                     Name:
                                          -------------------------------
                                     Title:
                                           ------------------------------

                                      -2-
<PAGE>

                                   EXHIBIT A
                                      TO
                            COMPLIANCE CERTIFICATE


                                 CALCULATIONS

A.   TOTAL DEBT TO EBITDA.

     1.   Aggregate amount of Debt of the Companies          $
                                                              ------------
     2.   EBITDA of the Companies (for the four (4) fiscal
          quarter period ending)                             $
                                                              ------------

     3.   Ratio of Debt to EBITDA (1 divided by 2)
                                                              ------------

     4.   Maximum Permitted                                                /1/
                                                              ------------





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

     1    Maximum permitted for the following periods:

     =====================================================================
                     PERIOD                                 RATIO
     ---------------------------------------------------------------------
     January 1, 1997 through December 31, 1997           3.00 to 1.0
     ---------------------------------------------------------------------
     January 1, 1998 through December 31, 1998           2.75 to 1.0
     ---------------------------------------------------------------------
     January 1, 1999 through December 31, 1999           2.25 to 1.0
     ---------------------------------------------------------------------
     January 1, 2000 and thereafter                      2.00 to 1.0
     =====================================================================


                                      -i-
<PAGE>

B.   INTEREST COVERAGE RATIO.

     1.   EBITDA                                             $
                                                              ------------

     2.   Consolidated Interest Expense                      $
                                                              ------------

     3.   Ratio of EBITDA to Interest Expense
           (1 divided by 2)
                                                              ------------

     4.   Minimum Required                                                 /2/
                                                              ------------




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

     2    Minimum required for the following periods:

     =====================================================================
                     PERIOD                                 RATIO
     ---------------------------------------------------------------------
     As of the last day of March 31, 1997, June         3.75 to 1.0
     30, 1997, September 30, 1997 and December
     31, 1997, in each case for the four (4)
     fiscal quarters then ended
     ---------------------------------------------------------------------
     As of the last day of March 31, 1998, June         4.50 to 1.0
     30, 1998, September 30, 1998 and December
     31, 1997, in each case for the four (4)
     fiscal quarters then ended
     ----------------------------------------------------------------------
     As of the last day of each fiscal quarter of       5.25 to 1.0
     Borrower thereafter, commencing March 31,
     1999, in each case for the four (4) fiscal
     quarters then ended
     ======================================================================


                                     -ii-
<PAGE>

C.   TOTAL DEBT SERVICE COVERAGE RATIO.

     1.   EBITDA                                             $
                                                              ------------

     2.   Less: Capital Expenditures                         $
                                                              ------------

     3.   EBITDA less Capital Expenditures (1-2)
                                                              ------------

     4.   Total Principal and Interest Expense
                                                              ------------

     5.   Ratio of EBITDA to Total Debt Service
           (3 divided by 4)
                                                              ------------

     6.   Minimum Required                                                 /3/
                                                              ------------





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

     3    Minimum Required for the following periods:

     =====================================================================
                     PERIOD                                 RATIO
     ---------------------------------------------------------------------
     As of the last day of each fiscal quarter of       1.30 to 1.0
     Borrower thereafter, commencing March 31,
     1997, in each case for the four (4) fiscal
     quarters then ended
     ======================================================================


                                     -iii-
<PAGE>

D.   CONSOLIDATED NET WORTH.

     1.   Consolidated Net Worth                             $
                                                              ------------
     2.   Required Minimum:

          a.  Base Minimum                          $             /4/
                                                     ------------

          b.  Plus: Beginning June 30, 1996 to and           $
              including March 30, 1998, an amount             ------------
              equal to one hundred percent (100%)
              of the increase in net worth arising from
              any acquisition or equity issuance

          c.  Plus: Beginning June 30, 1998, an amount       $
              equal to seventy-five percent (75%) of          ------------
              Consolidated Net Income for each fiscal
              quarter

     TOTAL REQUIRED MINIMUM:                                 $
                                                              ------------





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

     4    The base minimum is as follows:

     =====================================================================
                     PERIOD                                   AMOUNT
     ---------------------------------------------------------------------
     September 30, 1996 through March 30, 1997           $65,000,000.00
     ---------------------------------------------------------------------
     March 31, 1997 through September 29, 1997           $70,000,000.00
     ---------------------------------------------------------------------
     September 30, 1997 through March 30, 1998           $75,000,000.00
     ---------------------------------------------------------------------
     March 31, 1998 and thereafter                       $75,000,000.00
     =====================================================================


                                     -iv-
<PAGE>

E.   MINIMUM EBITDA.

     1.  Last Quarter:

         a.  EBITDA for Current Fiscal Quarter    $
                                                   ------------

         b.  Required Minimum                                 $  5,000,000.00

     2.  Last Two Quarters:

         a.  EBITDA for last two (2) fiscal quarters          $
                                                               --------------

         b.  Required Minimum                                  $12,000,000.00.


                                      -v-
<PAGE>

                                  SCHEDULE 1

                      COMMITMENTS AND WIRING INFORMATION

--------------------------------------------------------------------------------
ADMINISTRATIVE AGENT
-----------------------------------------

The First National Bank of Boston
100 Federal Street
P.O. Box 2016
Boston, Massachusetts 02100
Attention: Elizabeth Everett
Fax No.: (617)  434-0819
Telephone No.: (617) 434-2318

Wiring Instructions:

The First National Bank of Boston
ABA # 011-000-390
Reference: Prime Medical Services, Inc.
Attention: HT & ENV SVCS. ADM 50, 60
Account # ____________________

--------------------------------------------------------------------------------
                                    REVOLVING
                                     CREDIT        TERM LOAN A     TERM LOAN B
         LENDER                    COMMITMENTS     COMMITMENTS     COMMITMENTS
--------------------------------------------------------------------------------

The First National Bank of Boston  $13,888,888.89  $12,500,000.00    $ 0.00
100 Federal Street
P.O. Box 2016
Boston, Massachusetts 02100
Attention: Elizabeth Everett
Fax No.: (617) 434-0819
Telephone No.: (617) 434-2318

Wiring Instructions:

The First National Bank of Boston
ABA # 011-000-390
Reference: Prime Medical Services, Inc.
Attention: HT & ENV SVCS. ADM 50, 60
Account # ___________________

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

                                     -i-
<PAGE>

--------------------------------------------------------------------------------
                                    REVOLVING
                                     CREDIT        TERM LOAN A     TERM LOAN B
         LENDER                    COMMITMENTS     COMMITMENTS     COMMITMENTS
--------------------------------------------------------------------------------

NationsBank of Texas, N.A.       $14,111,111.11   $12,500,000.00  $10,00,000.00
515 Congress Avenue, 11th Floor
Austin, Texas  78701
Attention: Teena Belcik
Fax No.: (512) 397-2052
Telephone No.: (512) 397-2841

Wiring Instructions:

NationsBank of Texas, N.A.
1401 Elm Street
Dallas, Texas  75202
Credit Account No. 0180019828
ABA # 111000025
Reference: Prime Medical
 Services, Inc.
Attention: Teena Belcik
--------------------------------------------------------------------------------

Imperial Bank                    $ 6,666,666.67   $ 7,500,000.00         $ 0.00
226 Airport Parkway
San Jose, CA  95110
Attention: Kelly Davis
Fax No.: (408) 451-8586
Telephone No.: (408) 451-8589

Wiring Instructions:

Imperial Bank
9920 South La Cienga Blvd.
Inglewood, CA 90301
Attention: Santa Clara
 Valley Regional Office
Routing #: 122201444
Account Name to Credit:
 Prime Medical
Account Number to Credit:
 717015211
--------------------------------------------------------------------------------
The Sumitomo Bank Limited        $ 7,000,000.00   $ 5,000,000.00         $ 0.00
2 Houston Center, Suite 3750
Houston, TX  77010-1086
Attention: Bruce Portillo
Fax No.: (713) 759-1419
Telephone No.: (713) 759-0770

Wiring Instructions:

Sumitomo USCBD, Chicago
ABA #: 071001850
Reference: Prime Medical

================================================================================

                                     -ii-
<PAGE>

--------------------------------------------------------------------------------
                                    REVOLVING
                                     CREDIT        TERM LOAN A     TERM LOAN B
         LENDER                    COMMITMENTS     COMMITMENTS     COMMITMENTS
--------------------------------------------------------------------------------



Bank One, Texas, N.A.            $ 8,333,333.33   $ 7,500,000.00         $ 0.00
221 West 6th Street, Suite 200
Austin, TX  78701
Attention: Ed Lick
Fax No.: (512) 479-1565
Telephone No.: (512) 479-5730

Wiring Instructions:

Bank One, Texas, N.A.
ABA # 111000614
Acct: 0749905618
Reference: Prime Medical
 Services, Inc.
Loan Acct #: 1517169342
Attention: Lora Roberts
Telephone No.: (817) 884-4399
================================================================================

                                     -iii-
<PAGE>

--------------------------------------------------------------------------------
                                    REVOLVING
                                     CREDIT        TERM LOAN A     TERM LOAN B
         LENDER                    COMMITMENTS     COMMITMENTS     COMMITMENTS
--------------------------------------------------------------------------------


Crescent/MACH Partners,L.P.            $ 0.00         $ 0.00      $ 5,000,000.00


Address for Notices:
TCW Asset Management Company
200 Park Avenue, Suite 2200
New York, NY  10166-0228
Attention: Mark J. Gold/Justin Driscoll
Fax No.: (212) 297-4159
Telephone No.: (212) 297-4000

With copies to:

Crescent/Mach I Partners, L.P.
c/o State Street Bank & Trust Co.
Two International Place
Boston, MA 02110
Attention: Jackie Kilroy
Fax No.: (617) 664-5366
Telephone No.: (617) 664-5477

Wiring Instructions:

State Street Bank and Trust Co., Boston
ABA #: 011-00-0028
A/C #: 9900-126-5
Re: Crescent/MACH I
Ref: Prime Medical Services, Inc.
Agent Bank I.D. #: 987
Institutional I.D. #: 93548
Tax I.D. #: 95-431-9954
Attention: Steven Savage
Phone: (617) 664-5629
================================================================================

                                     -iv-
<PAGE>

--------------------------------------------------------------------------------
                                    REVOLVING
                                     CREDIT        TERM LOAN A     TERM LOAN B
         LENDER                    COMMITMENTS     COMMITMENTS     COMMITMENTS
--------------------------------------------------------------------------------

Merrill Lynch Senior                   $ 0.00          $ 0.00     $ 5,000,000.00
 Floating Rate Fund, Inc.
800 Scudders Mill Road, Area 1B
Plainsboro, NJ  08536
Attention: Jill Montanye
Fax No.: (609) 282-2550
Telephone No.: (609) 282-3102

Wiring Instructions:

Bank of New York
New York, NY
ABA #: 021000018
Account #: IOC # 612 Mutual Funds
 Custody Incoming
Secondary Account #: 245215
Account Name: Merrill Lynch Senior
 Floating Rate Fund, Inc.
Attention: Michelle Moore
 (212) 495-2929
Reference: Prime Medical Services,
 Inc.
--------------------------------------------------------------------------------
Pilgrim America Prime Rate Trust       $ 0.00         $ 0.00      $5,000,000.00
Two Renaissance Square
40 North Central Avenue
Suite 1200
Phoenix, AZ  85004-4424
Attention:  Michael Bacevich
Fax No.: (602) 417-8327
Telephone No.: (602) 417-8258

Wiring Instructions:

State Street Bank & Trust Co.
Boston, MA
ABA #: 011-00-0028
A/C #: 9903-942-2
Reference: Pilgrim America Prime
 Rate Trust Prime Medical
================================================================================

                                      -v-
<PAGE>

--------------------------------------------------------------------------------
                                    REVOLVING
                                     CREDIT        TERM LOAN A     TERM LOAN B
         LENDER                    COMMITMENTS     COMMITMENTS     COMMITMENTS
--------------------------------------------------------------------------------

The ING Capital Senior                 $ 0.00         $ 0.00     $ 5,000,000.00
 Secured High Income Fund, L.P.

Address for Notices:
ING Capital Advisors, Inc.
333 South Grand Avenue
Suite 4250
Los Angeles, CA  90071
Attention: Kathleen Lenarcic
Fax No.: (213) 346-3995
Telephone No.: (213) 346-3971

Wiring Instructions:

State Street Bank & Trust Co.
Boston, MA
ABA # 0110-0002-8
Account: Corporate Trust Dept.,
 Acct. #9903-942-2
FFC ING Capital SSHIF
 Acct. #EW0673, Fund T91A
Attn: Lenore Crummey-Benoit,
 AVP Operations
Ref: Prime Medical Services, Inc.
--------------------------------------------------------------------------------

Van Kampen American Capital Prime      $ 0.00         $ 0.00     $ 5,000,000.00
 Rate Income Trust
One Parkview Plaza
Oakbrook Terrace, IL  60181
Attention: Jeffrey W. Maillet
Fax No.: (630) 684-6740/41
Telephone No.: (630) 684-6438

Wiring Instructions:

State Street Bank & Trust,
 Boston, MA
ABA #: 011000028
Account #: 99001265
Re: VKAC PRIT - Prime Medical
--------------------------------------------------------------------------------

                                     -vi-
<PAGE>

--------------------------------------------------------------------------------
                                    REVOLVING
                                     CREDIT        TERM LOAN A     TERM LOAN B
         LENDER                    COMMITMENTS     COMMITMENTS     COMMITMENTS
--------------------------------------------------------------------------------

Paribas Capital Funding LLC            $ 0.00           $ 0.00   $ 5,000,000.00
787 Seventh Avenue
32nd Floor
New York, NY  10019
Attention:  Michael Weinberg
Fax No.: (212) 841-2144
Telephone No.: (212) 841-2544

Wiring Instructions:

State Street Bank & Trust Company
Corporate Trust Department
ABA #: 011-00-0028
A/C#: 99039422
Reference: Paribas Capital
Attention: Matt Callahan
--------------------------------------------------------------------------------
TOTAL COMMITMENTS                $ 50,000,000     $ 45,000,000    $ 40,000,000
================================================================================

                                     -vii-
<PAGE>

                                  SCHEDULE 2

                              LIST OF GUARANTORS

1.   Prime Medical Operating, Inc., a Delaware corporation
2.   Prime Management, Inc., a Nevada Corporation
3.   Prime Cardiac Rehabilitation Services, Inc., a Delaware corporation
4.   Prime Diagnostic Services, Inc., a Delaware corporation
5.   Prime Lithotripsy Services, Inc., a New York corporation
6.   Prime Kidney Stone Treatment, Inc., a New Jersey corporation
7.   Prime Diagnostic Corp. of Florida, a Delaware corporation
8.   Prime Lithotripter Operations, Inc., a New York corporation
9.   Rehab Leasing Corp., a New York corporation
10.  Texas Litho, Inc., a Delaware corporation
11.  R.R. Litho, Inc., a Texas corporation
12.  Ohio Litho, Inc., a Delaware corporation
13.  Alabama Renal Stone Institute, Inc., an Alabama corporation
14.  Sun Medical Technologies, Inc., a California corporation
15.  Sun Acquisition, Inc., a California corporation
16.  Lithotripters, Inc., a North Carolina corporation
17.  Prime Medical Management, L.P., a Delaware limited partnership
18.  Prostatherapies, Inc., a Delaware corporation

                                      -i-
<PAGE>

                                  SCHEDULE 3

                             LIST OF PARTNERSHIPS


1.   Metro Atlanta Stonebusters, G.P.
2.   Shasta Diagnostic Medical Group, J.V.
3.   Southern California Stone Center, L.L.C.
4.   Kidney Stone of South Florida, L.C.
5.   Texas ESWL/Laser Lithotripter, Ltd.
6.   Ohio Mobile Lithotripter, Ltd.
7.   Ohio Mobile Lithotripter II, Ltd.
8.   ARKLATX Mobile Lithotripter Limited
9.   Northern California Kidney Stone Center, Ltd.
10.  Mobile Kidney Stone Centers, Ltd.
11.  Northern California Lithotripsy Associates
12.  Lithotripter Institute of Northern California
13.  Fayetteville Lithotripters Limited Partnership - Arizona I
14.  Fayetteville Lithotripters Limited Partnership - Arkansas I
15.  California Lithotripter Limited Partnership II, L.P.
16.  Florida Lithotripters Limited Partnership I
17.  Indiana Lithotripters Limited Partnership I
18.  Louisiana Lithotripters Investment Limited Partnership
19.  Fayetteville Lithotripters Limited Partnership - Louisiana I
20.  Montana Lithotripters Limited Partnership I
21.  Pacific Medical Limited Partnership
22.  San Diego Lithotripters Limited Partnership
23.  Fayetteville Lithotripters Limited Partnership - South Carolina I
24.  Fayetteville Lithotripters Limited Partnership - South Carolina II
25.  Tennessee Lithotripters Limited Partnership
26.  Texas Lithotripsy Limited Partnership I L.P.
27.  Texas Lithotripsy Limited Partnership II L.P.
28.  Texas Lithotripsy Limited Partnership IV L.P.
29.  Texas Lithotripsy Limited Partnership V L.P.
30.  Fayetteville Lithotripters Limited Partnership - Utah I
31.  Fayetteville Lithotripters Limited Partnership - Virginia I
32.  California Lithotripters Limited Partnership III, L.P.
33.  Las Vegas Lithotripters Limited Partnership
34.  Mountain Lithotripsy Limited Partnership - I
35.  Texas Lithotripsy Limited Partnership III L.P.
36.  Pacific Lithotripsy
37.  Mountain Lithotripsy

                                      -i-
<PAGE>

                                  SCHEDULE 7.5

                              EXISTING LITIGATION


NONE.






                                      -i-
<PAGE>

                                 SCHEDULE 7.9

                                 EXISTING DEBT


1.   Promissory Note dated April 26, 1994, issued by Prime Lithotripsy Services,
     Inc. to Metro Atlanta Stonebusters, Inc. in the amount of $3,700,000.00.
     Current Balance $983,333.00

2.   Promissory Note dated July 15, 1992, issued by Prime Diagnostic Corp. of
     Florida, Inc. to Image America of Tampa, Inc. in the amount of
     $2,000,000.00.
     Current Balance  $40,000.00

3.   Promissory Note dated August 30, 1994, issued by Prime Lithotripter
     Operations to Baptist Medical Center - Montclair in the amount of
     $316,000.08.
     Current Balance $52,667.00

4.   Promissory Note dated December 15, 1994, issued by Mobile Kidney Stone
     Centers of California, Ltd. I to Imperial Bank in the amount of
     $400,000.00.
     Current Balance $200,000.00

5.   Promissory Note dated August 5, 1991, issued by Texas Litho, Inc. to Texas
     ESWL/Laser Lithotripter, Ltd. in the amount of $15,000.00.
     Current Balance $15,000.00

6.   Promissory Note dated August 1, 1991, issued by Ohio Litho, Inc. to Ohio
     Mobile Lithotripter, Ltd. in the amount of $10,000.00.
     Current Balance $10,000.00

7.   Promissory Note dated December 17, 1990, issued by R.R. Litho, Inc. to
     Arklatx Mobile Lithotripter, L.P. in the amount of $10,000.00.
     Current Balance $10,000.00

8.   Promissory Note dated December 31, 1995, issued by Ohio Litho, Inc. to Ohio
     Mobile Lithotripter II, Ltd. in the amount of $30,000.00.
     Current Balance $30,000.00

9.   Equipment Lease dated July 28, 1993 between Copelco Leasing Corp. and Sun
     Medical Technology, Inc., in the amount of $28,097.00.
     Current Balance $11,195.00

10.  Promissory Note dated February 6, 1996, issued by Fayetteville
     Lithotripters Limited Partnership - Arizona I to First Citizens Bank in the
     amount of $1,500,000.00.
     Current Balance $930,111.00

11.  Promissory Note dated August 26, 1996, issued by Mountain Lithotripsy
     Limited Partnership I to First Citizens Bank in the amount of
     $1,459,706.25.
     Current Balance $1,240,806.26

                                      -i-
<PAGE>

12.  Promissory Note dated April 16, 1996, issued by Florida Limited Partnership
     I to First Citizens Bank in the amount of $1,435,000.00.
     Current Balance $548,995.00

13.  Promissory Note dated November 14, 1995, issued by Fayetteville
     Lithotripters Limited Partnership - South Carolina I to First Citizens Bank
     in the amount of $600,000.00.
     Current Balance $256,236.00

                                     -ii-
<PAGE>

                                SCHEDULE 7.14.1

                        CAPITALIZATION OF SUBSIDIARIES


<TABLE>
<CAPTION>
                 COMPANY NAME                   CLASS/SERIES  PAR VALUE  AUTHORIZED  OUTSTANDING
------------------------------------------      -----------   ---------  ----------  -----------
<S>                                             <C>           <C>        <C>         <C>
Subsidiaries 100% Owned by Prime Medical
 Services, Inc.
Prime Medical Operating, Inc.                   Common            $ .05      10,000        1,000
Texas Litho, Inc.                               Common            $ .01       1,000        1,000
R.R. Litho, Inc.                                Common            $ .01     100,000        1,000
Ohio Litho, Inc.                                Common            $ .01       1,000        1,000
Lithotripters, Inc.                             Common           no par     100,000       40,000
FastStart, Inc.                                 Common           no par     100,000       10,000
National Lithotripters Association, Inc.        Common           no par     100,000          100
Prostatherapies, Inc.                           Common           no par       1,000          100

Subsidiaries 100% Owned by Prime Medical
 Operating, Inc.
Prime Management, Inc.                          Common            $1.00       1,000        1,000
Prime Cardiac Rehabilitation Services, Inc.     Common           no par         100           50
Prime Diagnostic Services, Inc.                 Common           no par         100          100
Prime Lithotripsy Services, Inc.                Common           no par         200           60
Prime Diagnostic Corp. of Florida               Common           no par         100          100
Prime Lithotripter Operations, Inc.             Common           no par         200          200
Rehab Leasing Corp.                             Common            $ .01       1,000          100
Sun Medical Technologies, Inc.                  Common           no par  37,751,525    5,385,313
                                                Preferred-A      no par   3,853,475    3,853,475
                                                Preferred-B      no par  18,395,000   12,703,265

Subsidiaries 100% Owned by Prime Lithotripsy
 Services, Inc.
Prime Kidney Stone Treatment, Inc.              Common           no par       1,000        1,000
Alabama Renal Stone Institute, Inc.             Common            $1.00       1,000        1,000

Subsidiaries 100% Owned by Sun Medical
 Technologies, Inc.
Sun Acquisition, Inc.                           Common           no par  10,000,000      100,000

</TABLE>

                                      -i-
<PAGE>

                                SCHEDULE 7.14.2

                         LIST OF PARTNERSHIP INTERESTS
                              OWNED BY COMPANIES

<TABLE>
<CAPTION>

                                                                            %
                                                                          ------
<C>  <S>                                                                  <C>

 1.  Metro Atlanta Stonebusters, G.P.                                      60.00
 2.  Shasta Diagnostic Medical Group, J.V.                                 50.00
 3.  Southern California Stone Center, L.L.C.                              32.50
 4.  Kidney Stone of South Florida L.C.                                    70.00
 5.  Texas ESWL/Laser Lithotripter, Ltd.                                   21.15
 6.  Ohio Mobile Lithotripter, Ltd.                                        17.64
 7.  Ohio Mobile Lithotripter II, Ltd.                                     27.33
 8.  ARKLATX Mobile Lithotripter Limited                                   19.25
 9.  Northern California Kidney Stone Center, Ltd.                         38.06
10.  Mobile Kidney Stone Centers, Ltd.                                     50.50
11.  Northern California Lithotripsy Associates                            19.35
12.  Lithotripsy Institute of Northern California                           1.00
13.  Fayetteville Lithotripters Limited Partnership - Arizona I            37.00
14.  Fayetteville Lithotripters Limited Partnership - Arkansas I           40.66
15.  California Lithotripters Limited Partnership II, L.P.                 20.00
16.  Florida Lithotripters Limited Partnership I                           20.00
17.  Indiana Lithotripters Limited Partnership I                           26.70
18.  Louisiana Lithotripters Investment Limited Partnership                 3.73
19.  Fayetteville Lithotripters Limited Partnership - Louisiana I          27.46
20.  Montana Lithotripters Limited Partnership I                           53.00
21.  Pacific Medical Limited Partnership                                   41.00
22.  San Diego Lithotripters Limited Partnership                           28.66
23.  Fayetteville Lithotripters Limited Partnership - South Carolina I     39.00
24.  Fayetteville Lithotripters Limited Partnership - South Carolina II    32.33
25.  Tennessee Lithotripters Limited Partnership                           33.00
26.  Texas Lithotripsy Limited Partnership I L.P.                          45.50
27.  Texas Lithotripsy Limited Partnership II L.P.                         46.00
28.  Texas Lithotripsy Limited Partnership IV L.P.                         50.00
29.  Texas Lithotripsy Limited Partnership V L.P.                          58.00
30.  Fayetteville Lithotripters Limited Partnership - Utah I               35.57
31.  Fayetteville Lithotripters Limited Partnership - Virginia I           36.19
32.  California Lithotripters Limited Partnership III, L.P.                20.00
33.  Las Vegas Lithotripters Limited Partnership                           27.00
34.  Mountain Lithotripsy Limited Partnership - I                          44.00
35.  Texas Lithotripsy Limited Partnership III L.P.                        55.96
36.  Pacific Lithotripsy                                                   90.91
37.  Mountain Lithotripsy                                                  44.00
</TABLE>

                                      -i-
<PAGE>

                                 SCHEDULE 7.15

                                  AGREEMENTS


Equipment Lease entered into by Texas ESWL/Laser Lithotripter, Ltd. (Lessee) and
Debis Financial Services, Inc. (Lessor) on October 5, 1992 in the amount of
$1,275,450.  Equipment covered is Dornier MFL-5000 Lithotripter and 1992 Calumet
Coach.  Monthly lease payments are $28,075.  Lease expires November 1997.

Vehicle Lease Service Agreement entered into by Texas ESWL/Laser Lithotripter,
Ltd. (Lessee) and Paccar Leasing Corporation (Lessor) on October 9, 1995.
Equipment covered is a 1996 Peterbilt tractor. Monthly lease payments are $1,705
plus $0.058 per mile.  Lease expires November 2000.

Lease Agreement entered into by ARKLATX Mobile Lithotripter, LP. (Lessee) and
Rollins Leasing Corp. (Lessor) on October 23, 1995.  Equipment covered is a 1996
Freightliner tractor.  Monthly lease payments are $1,574 plus $0.059 per mile.
Lease expires February 2001.

Lease Agreement entered into by Prime Kidney Stone Treatment, Inc. (Lessee) and
Rollins Leasing Corp. (Lessor) on January 18, 1996.  Equipment covered is a 1996
Ford tractor.  Monthly lease payments are $1,867 plus $0.073 per mile.  Lease
expires February 2001.

See SCHEDULE 7.9.

                                      -i-
<PAGE>

                                 SCHEDULE 7.16

                      COMPLIANCE WITH LEGAL REQUIREMENTS;
                          GOVERNMENTAL AUTHORIZATIONS


NONE.

                                      -i-
<PAGE>

                                 SCHEDULE 7.19

                             ENVIRONMENTAL MATTERS


NONE.

                                      -i-
<PAGE>

                                 SCHEDULE 9.2

                                     LIENS

<TABLE>
<CAPTION>
====================================================================================================================================

                                                                                             DATE AND
                                                                                               TIME               DESCRIPTION
NAME                              LOCATION            SECURED PARTY         FILE NO.        OF FILING            OF COLLATERAL
====================================================================================================================================

<S>                          <C>                 <C>                      <C>            <C>               <C>
Alabama Renal Stone          Alabama Secretary   A. Derrill Crowe and          94-28224  July 29, 1994     All cash, securities or
Institute, Inc.              of State            Paul R. Butrus                          at 11:31 a.m.     other property now or
                                                 100 Brookwood Place                                       hereafter held under
                                                 Suite 500                                                 escrow agreement at
                                                 Birmingham, AL 35209                                      First Alabama Bank of
                                                                                                           Birmingham; and all
                                                                                                           accounts and all other
                                                                                                           rights of Debtor to the
                                                                                                           payment of money, now
                                                                                                           existing or hereafter
                                                                                                           arising.
------------------------------------------------------------------------------------------------------------------------------------

Alabama Renal Stone          Texas Secretary     A. Derrill Crowe and         94-149806  July 29, 1994     All cash, securities or
Institute, Inc.              of State            Paul R. Butrus                          at 8:00 a.m.      other property now or
                                                 100 Brookwood Place                                       hereafter held under
                                                 Suite 500                                                 escrow agreement at
                                                 Birmingham, AL 35209                                      First Alabama Bank of
                                                                                                           Birmingham; and all
                                                                                                           accounts and all other
                                                                                                           rights of Debtor to the
                                                                                                           payment of money, now
                                                                                                           existing or hereafter
                                                                                                           arising
------------------------------------------------------------------------------------------------------------------------------------

ARKLATX Mobile               Orleans Parish,     DVI Capital Company           36-64439  March 13, 1992    1 Siemens Lithostar and
Lithotripter, L.P.           Louisiana           6611 Rockside Rd.                       at 3:05 p.m.      Calumet Coach Model
                                                 Suite 110                                                 MMT-483L,
                                                 Independence, OH 44131                                    Lease# 2124-01
------------------------------------------------------------------------------------------------------------------------------------

ARKLATX Mobile               Texas Secretary     DVI Capital Company        92-00050885  March 16, 1992    1 Siemens Lithostar and
Lithotripter, L.P.           of State            6611 Rockside Rd.                       at 8:00 a.m.      Calumet Coach Model
                                                 Suite 110                                                 MMT-483L,
                                                 Independence, OH 44131                                    Lease# 2124-01
------------------------------------------------------------------------------------------------------------------------------------

California Lithotripters     California          First-Citizens Bank &         91071264  April 4, 1991     1 Siemens Medical
Limited Partnership II,      Secretary of State  Trust Company of South                  at 11:44 a.m.     Systems, Inc. Lithostar
L.P.                                             Carolina                                                  extracorporeal
                                                 P.O. Box 29                                               shock-wave lithotripter
                                                 Columbia, SC 29202                                        S/N 3131 and 1 Calumet
                                                                                                           Coach VIN
                                                                                                           44KFB6487MWZ17358
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>
                                      -i-
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================

                                                                                             DATE AND
                                                                                               TIME               DESCRIPTION
NAME                              LOCATION            SECURED PARTY         FILE NO.        OF FILING            OF COLLATERAL
====================================================================================================================================

<S>                          <C>                 <C>                      <C>            <C>               <C>
Fayetteville Lithotripters   Cumberland          First-Citizens Bank &           001613  February 15,      All accounts receivable,
Limited Partnership -        County, North       Trust Company                           1996 at 9:00      1 Siemens Lithostar
Arizona I                    Carolina Register   P.O. Box 27568                          a.m.              extracorporeal
                             of Deeds            Raleigh, NC 27611                                         shock-wave lithotripter
                                                                                                           and Calumet Coach
                                                                                                           Lithostar S/N 4005
------------------------------------------------------------------------------------------------------------------------------------

Fayetteville Lithotripters   North Carolina      First-Citizens Bank &          1309915  February 15,      All accounts receivable,
Limited Partnership -        Secretary of State  Trust Company                           1996 at 8:00      1 Siemens Lithostar
Arizona I                                        P.O. Box 27568                          a.m.              extracorporeal
                                                 Raleigh, NC 27611                                         shock-wave lithotripter
                                                                                                           and Calumet Coach
                                                                                                           Lithostar S/N 4005
------------------------------------------------------------------------------------------------------------------------------------

Fayetteville Lithotripters   Cumberland          First-Citizens Bank &           001847  February 23,      Lien canceled on
Limited Partnership -        County, North       Trust Company                           1996              February 23, 1996
Arkansas I                   Carolina Register   P.O. Box 27568
                             of Deeds            Raleigh, NC 27611
------------------------------------------------------------------------------------------------------------------------------------

Fayetteville Lithotripters   Cumberland          First-Citizens Bank &           001846  February 23,      1 Siemens Lithostar
Limited Partnership -        County, North       Trust Company                           1996 at 9:00      extracorporeal shockwave
Arkansas I                   Carolina Register   P.O. Box 27568                          a.m.              lithotripter S/N 1154
                             of Deeds            Raleigh, NC 27611
------------------------------------------------------------------------------------------------------------------------------------

Fayetteville Lithotripters   North Carolina      First-Citizens Bank &       1312452 &   February 26,      1 Siemens Lithostar
Limited Partnership -        Secretary of State  Trust Company                  1312453  1996 at 8:00      extracorporeal shockwave
Louisiana I                                      P.O. Box 27568                          a.m.              lithotripter S/N 3094
                                                 Raleigh, NC 27611
------------------------------------------------------------------------------------------------------------------------------------

Fayetteville Lithotripters   Cumberland          First-Citizens Bank &           010956  November 14,      All accounts receivable
Limited Partnership -        County, North       Trust Company                           1995              and 1 Lithostar
South Carolina I             Carolina Register   P.O. Box 27568                                            extracorporeal
                             of Deeds            Raleigh, NC 27611                                         shock-wave lithotripter
------------------------------------------------------------------------------------------------------------------------------------

Fayetteville Lithotripters   North Carolina      First-Citizens Bank &          1281907  November 15,      All accounts receivable
Limited Partnership -        Secretary of State  Trust Company                           1995 at 8:00      and 1 Lithostar
South Carolina I                                 P.O. Box 27568                          a.m.              extracorporeal
                                                 Raleigh, NC 27611                                         shock-wave lithotripter
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                     -ii-
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================

                                                                                             DATE AND
                                                                                               TIME               DESCRIPTION
NAME                              LOCATION            SECURED PARTY         FILE NO.        OF FILING            OF COLLATERAL
====================================================================================================================================

<S>                          <C>                 <C>                      <C>            <C>               <C>
Florida Lithotripters        Florida Secretary   First-Citizens Bank &     950000078107  April 18,1995     All accounts receivable
Partnership I                of State            Trust Company                           at 8:00 a.m.
                                                 P.O. Box 27568
                                                 Raleigh, NC 27611
------------------------------------------------------------------------------------------------------------------------------------

Florida Lithotripters        Florida Secretary   Siemens Credit            920000001815  January 9, 1992   Collateral covered under
Partnership I                of State            Corporation                             at 11:00 a.m.     Lease Agreement dated
                                                 2201 Corporate Blvd NW                                    January 1, 1992 for 1
                                                 Boca Raton, FL 33431                                      Siemens Mobile Lithostar
                                                                                                           S/N 03191 and Calumet
                                                                                                           Coach VIN
                                                                                                           44KFB6489MWZ17362
------------------------------------------------------------------------------------------------------------------------------------

Florida Lithotripters        North Carolina      First-Citizens Bank &          0822029  September 27,     1 Siemens Medical
Partnership I                Secretary of State  Trust Company                           1991 at 8:00      Systems, Inc. Lithostar
                                                 P.O. Box 789                            a.m.              extracorporeal
                                                 Fayetteville, NC 28302                                    shock-wave lithotripter
                                                                                                           S/N 3182 and Calumet
                                                                                                           Coach VIN
                                                                                                           44KFB6486MWZ17352
------------------------------------------------------------------------------------------------------------------------------------

Lithotripters, Inc           Cumberland          First-Citizens Bank &           001021  February 3, 1994  1 Siemens Medical
                             County, North       Trust Company                                             Systems Lithostar
                             Carolina Register   P.O. Box 789                                              extracorporeal
                             of Deeds            Fayetteville, NC 28302                                    shock-wave lithotripter
                                                                                                           and 1 Calumet Coach
------------------------------------------------------------------------------------------------------------------------------------

Lithotripters, Inc           Cumberland          First-Citizens Bank &           012307  December 27,      1 Lithostar S/N 1187 and
                             County, North       Trust Company                           1995              Calumet Coach VIN
                             Carolina Register   P.O. Box 27568                                            44KFB648XKW21706
                             of Deeds            Raleigh, NC 27611
------------------------------------------------------------------------------------------------------------------------------------

Lithotripters, Inc           Cumberland          First-Citizens Bank &          93-8129  July 27, 1993     Lien released on
                             County, North       Trust Company                                             February 23, 1996
                             Carolina Register   P.O. Box 789
                             of Deeds            Fayetteville, NC 28302
------------------------------------------------------------------------------------------------------------------------------------

Lithotripters, Inc.          North Carolina      First-Citizens Bank &          1074959  February 3,       1 Siemens Medical
                             Secretary of State  Trust Company                           1994 at 8:00      Systems Lithostar
                                                 P.O. Box 789                            a.m.              extracorporeal
                                                 Fayetteville, NC 28302                                    shock-wave lithotripter
                                                                                                           and 1 Calumet Coach
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                     -iii-
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================

                                                                                             DATE AND
                                                                                               TIME               DESCRIPTION
NAME                              LOCATION            SECURED PARTY         FILE NO.        OF FILING            OF COLLATERAL
====================================================================================================================================

<S>                          <C>                 <C>                      <C>            <C>               <C>
Lithotripters, Inc.          North Carolina      First-Citizens Bank &          1294590  December 28,      1 Lithostar S/N 1187 and
                             Secretary of State  Trust Company                           1995 at 8:00      Calumet Coach VIN
                                                 P.O. Box 27568                          a.m.              44KFB648XKW217061
                                                 Raleigh, NC 27611
------------------------------------------------------------------------------------------------------------------------------------

Metro Atlanta Stone          Travis County,      Metro Atlanta                    00984  April 28, 1994    60% undivided interest
Busters, G.P.                Texas County Clerk  Stonebusters, Inc.                      at 12:28 p.m.     in certain assets
                                                 428 Winn Court                                            obtained from Metro
                                                 Decatur, GA 30030                                         Atlanta Stonebusters,
                                                                                                           Inc.
------------------------------------------------------------------------------------------------------------------------------------

Mountain Lithotripsy         Colorado            First-Citizens Bank &        952045460  June 15, 1995     1 1995 Western Star
Limited Partnership I        Secretary of State  Trust Company                           at 12:37 p.m.     tractor-trailer VIN
                                                 P.O. Box 789                                              2WKPDCJH8SK936895 with
                                                 Fayetteville, NC 28302                                    Siemens Medical Systems,
                                                                                                           Inc. Lithostar
                                                                                                           extracorporeal
                                                                                                           shock-wave lithotripter
                                                                                                           S/N 04004 and all
                                                                                                           accounts receivable
------------------------------------------------------------------------------------------------------------------------------------

Mountain Lithotripsy         Cumberland          First-Citizens Bank &           005722  June 14, 1995     1 1995 Western Star
Limited Partnership I        County, North       Trust Company                                             tractor-trailer VIN
                             Carolina Register   P.O. Box 789                                              2WKPDCJH8SK936895 with
                             of Deeds            Fayetteville, NC 28302                                    Siemens Medical Systems,
                                                                                                           Inc. Lithostar
                                                                                                           extracorporeal
                                                                                                           shock-wave lithotripter
                                                                                                           S/N 04004 and all
                                                                                                           accounts receivable
------------------------------------------------------------------------------------------------------------------------------------

Mountain Lithotripsy         Nebraska            First-Citizens Bank &           659814  June 14, 1995     1 1995 Western Star
Limited Partnership I        Secretary of State  Trust Company                           at 10:09 a.m.     tractor-trailer VIN
                                                 P.O. Box 789                                              2WKPDCJH8SK936895 with
                                                 Fayetteville, NC 28302                                    Siemens Medical Systems,
                                                                                                           Inc. Lithostar
                                                                                                           extracorporeal
                                                                                                           shock-wave lithotripter
                                                                                                           S/N 04004 and all
                                                                                                           accounts receivable
------------------------------------------------------------------------------------------------------------------------------------

Mountain Lithotripsy         North Carolina      First-Citizens Bank &          1235086  June 15, 1995     1 1995 Western Star
Limited Partnership I        Secretary of State  Trust Company                           at 8:00 a.m.      tractor-trailer VIN
                                                 P.O. Box 789                                              2WKPDCJH8SK936895 with
                                                 Fayetteville, NC 28302                                    Siemens Medical Systems,
                                                                                                           Inc. Lithostar
                                                                                                           extracorporeal
                                                                                                           shock-wave lithotripter
                                                                                                           S/N 04004 and all
                                                                                                           accounts receivable
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                     -iv-
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================

                                                                                             DATE AND
                                                                                               TIME               DESCRIPTION
NAME                              LOCATION            SECURED PARTY         FILE NO.        OF FILING            OF COLLATERAL
====================================================================================================================================

<S>                          <C>                 <C>                      <C>            <C>               <C>
Prime Diagnostic Corp.       Florida Secretary   Copelco Leasing          93-0000165975  August 5, 1993    1 Alpha III System 160
of Florida                   of State            Corporation                             at 11:14 a.m.     Diagnostic Mammography
                                                 1700 Suckle Highway                                       System S/N A31916
                                                 Pennsauken, NJ 08110
------------------------------------------------------------------------------------------------------------------------------------

Prime Diagnostic Corp.       Florida Secretary   Instrumentarium Finance  92-0000267315  December 30,      1 Alpha III System 160
of Florida                   of State            P.O. Box 767                            1992 at 12:17     Diagnostic Mammography
                                                 Bellevue, WA 98009                      p.m.              System S/N A31916
------------------------------------------------------------------------------------------------------------------------------------

Prime Diagnostic Corp.       Florida Secretary   U.S. Concord, Inc.       92-0000193158  September 23,     1 Toshiba America
of Florida                   of State            40 Richards Avenue                      1992 at 12:30     Medical Systems Model
                                                 Norwalk, CT 06856                       p.m.              SSA-270A Ultrasound
                                                                                                           System with Spectral and
                                                                                                           Color Doppler including
                                                                                                           all parts, accessories
                                                                                                           and attachments
------------------------------------------------------------------------------------------------------------------------------------

Prime Diagnostic Corp.       Texas Secretary     Copelco Leasing              93-154508  August 9, 1993    1 Alpha III System 160
of Florida                   of State            Corporation                                               Diagnostic Mammography
                                                 1700 Suckle Highway                                       System S/N A31916
                                                 Pennsauken, NJ 08110
------------------------------------------------------------------------------------------------------------------------------------

Prime Diagnostic Corp.       Texas Secretary     U.S. Concord, Inc.           92-163143  August 17, 1992   1 Toshiba America
of Florida                   of State            40 Richards Avenue                      at 8:00a.m.       Medical Systems Model
                                                 Norwalk, CT 06856                                         SSA-270A Ultrasound
                                                                                                           System with Spectral and
                                                                                                           Color Doppler including
                                                                                                           all parts, accessories
                                                                                                           and attachments
------------------------------------------------------------------------------------------------------------------------------------

Prime Lithotripsy            Dekalb County,      Metro Atlanta                 94-02947  April 28, 1994    60% undivided interest
Services, Inc.               Georgia Clerk of    Stonebusters, Inc.                      at 12:05 p.m.     in certain assets
                             Superior Court      428 Winn Court                                            obtained from Metro
                                                 Decatur, GA 30030                                         Atlanta Stonebusters,
                                                                                                           Inc.
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                      -v-
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================

                                                                                             DATE AND
                                                                                               TIME               DESCRIPTION
NAME                              LOCATION            SECURED PARTY         FILE NO.        OF FILING            OF COLLATERAL
====================================================================================================================================

<S>                          <C>                 <C>                      <C>            <C>               <C>
Prime Lithotripsy            Texas Secretary     Alabama Renal Stone        92-00128931  June 29, 1992     All cash, securities or
Services, Inc.               of State            Institute, Inc.                         at 8:00 a.m.      other property now or
                                                                                                           hereafter held under
                                                                                                           escrow agreement at
                                                                                                           First Alabama Bank of
                                                                                                           Birmingham; and all
                                                                                                           accounts and all other
                                                                                                           rights of Debtor to the
                                                                                                           payment of money, now
                                                                                                           existing or hereafter
                                                                                                           arising.
------------------------------------------------------------------------------------------------------------------------------------

Prime Lithotripsy            Texas Secretary     Metro Atlanta              94-00082951  April 28, 1994    60% undivided interest
Services, Inc.               of State            Stonebusters, Inc.                      at 8:00 a.m.      in certain assets
                                                 428 Winn Court                                            obtained from Metro
                                                 Decatur, GA 30030                                         Atlanta Stonebusters,
                                                                                                           Inc.
------------------------------------------------------------------------------------------------------------------------------------

Prime Lithotripsy            Travis County,      Metro Atlanta                    00983  April 28, 1994    60% undivided interest
Services, Inc.               Texas County Clerk  Stonebusters, Inc.                      at 12:28 p.m.     in certain assets
                                                 428 Winn Court                                            obtained from Metro
                                                 Decatur, GA 30030                                         Atlanta Stonebusters,
                                                                                                           Inc.
------------------------------------------------------------------------------------------------------------------------------------

Prime Lithotripter           Alabama Secretary   Alabama Lithotripsy           94-33480  September 6,      Brother fax machine,
Operations, Inc.             of State            Associates, Inc.                        1994 at 2:30      Panasonic telephone,
                                                 2055 E South                            p.m.              desk with return,
                                                 Boulevard, Suite 507                                      computer work station, 2
                                                 Montgomery, AL 36116                                      metal shelves, wooden
                                                                                                           shelf, metal file
                                                                                                           cabinet, telephone
                                                                                                           number lease agreements,
                                                                                                           accounts receivable,
                                                                                                           prepaid insurance,
                                                                                                           prepaid maintenance, all
                                                                                                           governmental licenses
                                                                                                           listed in Sch 3.6, and
                                                                                                           all contract rights
                                                                                                           listed in Sch 3.12
------------------------------------------------------------------------------------------------------------------------------------

Prime Lithotripter           Alabama Secretary   Baptist Medical Center -      94-33113  September 2,      Mon-A Therm Monitor,
Operations, Inc.             of State            Montclair                               1994 at 11:57     C0\\2\\ Monitor,
                                                 3500 Blue Lake Drive                    p.m.              Anesthesia Unit, Monitor
                                                 Birmingham, AL 35243                                      - Dinamap 8100, Curix
                                                                                                           Auto Processor,
                                                                                                           Lithotripter Unit,
                                                                                                           I.R.I.S. Unit, Personal
                                                                                                           Computer, Printer -
                                                                                                           Thermal, NEC Monitor,
                                                                                                           and Lithotripsy Trailer
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                     -vi-
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================

                                                                                             DATE AND
                                                                                               TIME               DESCRIPTION
NAME                              LOCATION            SECURED PARTY         FILE NO.        OF FILING            OF COLLATERAL
====================================================================================================================================

<S>                          <C>                 <C>                      <C>            <C>               <C>
Prime Lithotripter           Texas Secretary of  Alabama Lithotripsy          94-174429  September 6,      Brother fax machine,
Operations, Inc.             State               Associates, Inc.                        1994 at 8:00      Panasonic telephone,
                                                 2055 E. South Boulevard                 a.m.              desk with return,
                                                 Suite 507                                                 computer work station, 2
                                                 Montgomery, AL 36116                                      metal shelves, wooden
                                                                                                           shelf, metal file
                                                                                                           cabinet, telephone
                                                                                                           number lease agreements,
                                                                                                           accounts receivable,
                                                                                                           prepaid insurance,
                                                                                                           prepaid maintenance, all
                                                                                                           governmental licenses
                                                                                                           listed in Sch 3.6, and
                                                                                                           all contract rights
                                                                                                           listed in Sch 3.12
------------------------------------------------------------------------------------------------------------------------------------

Prime Lithotripter           Texas Secretary of  Third National Bank          94-208378  October 24,       Dornier Extracorporeal
Operations, Inc.             State               P.O. Box 305110                         1994 at 8:00      Shock Wave Lithotripter
                                                 Nashville, TN                           a.m.              Model HM3 enclosed in a
                                                 37230-5110                                                48ft. Calumet Coach
                                                                                                           Trailer S/N 609201-DID
                                                                                                           3205 in a Model MMT-481
                                                                                                           Calumet Unit with S/N
                                                                                                           1T9FA0Z26GB021679
------------------------------------------------------------------------------------------------------------------------------------

Prime Medical Services,      Texas Secretary of  Siemens Credit             92-00212305  October 27,       The equipment covered
Inc.                         State               Corporation                             1992 at 8:00      under Leasing Schedule
                                                 2201 Corporate Blvd NW                  a.m.              No 130-0001061-000 to
                                                 Boca Raton, FL 33431                                      Master Equipment Lease
                                                                                                           Agreement No
                                                                                                           130-0001060-000 (Siemens
                                                                                                           Magnetom Impact)
------------------------------------------------------------------------------------------------------------------------------------

Prime Medical Services,      Texas Secretary of  Siemens Credit             92-00212306  October 27,       The equipment covered
Inc.                         State               Corporation                             1992 at 8:00      under Leasing Schedule
                                                 2201 Corporate Blvd NW                  a.m.              No 210-0001009-000 to
                                                 Boca Raton, FL 33431                                      Master Equipment Lease
                                                                                                           Agreement No
                                                                                                           130-0001060-000 (Siemens
                                                                                                           Litebox Workstation)


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

Prime Medical Services,      Texas Secretary of  Siemens Credit             92-00212307  October 27,       The equipment covered
Inc.                         State               Corporation                             1992 at 8:00      under Leasing Schedule
                                                 2201 Corporate Blvd NW                  a.m.              No 110-0001030-000 to
                                                 Boca Raton, FL 33431                                      Master Equipment Lease
                                                                                                           Agreement No
                                                                                                           130-0001060-000 (Siemens
                                                                                                           Somatom AR.T)
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                     -vii-
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================

                                                                                             DATE AND
                                                                                               TIME               DESCRIPTION
NAME                              LOCATION            SECURED PARTY         FILE NO.        OF FILING            OF COLLATERAL
====================================================================================================================================

<S>                          <C>                 <C>                      <C>            <C>               <C>
Sun Medical Technologies,  California Secretary  Copelco Leasing               93162570  August 9, 1993    1 Versyss computerized
 Inc.                      of State              Corporation                             at 8:00 a.m.      billing system with
                                                 1700 Suckle Highway                                       hardware and software
                                                 Pennsauken, NJ 08110
------------------------------------------------------------------------------------------------------------------------------------

Tennessee Lithotripters,   Tennessee Secretary   First-Citizens Bank &        910882052  May 17, 1991 at   All accounts receivable
 Limited Partnership I     of State              Trust Company                           4:47 p.m.
                                                 P.O. Box 789
                                                 Fayetteville, NC 28302
------------------------------------------------------------------------------------------------------------------------------------

Tennessee Lithotripters,   Tennessee Secretary   Siemens Credit               910849844  February 4,       Equipment covered under
 Limited Partnership I     of State              Corporation                             1991 at 9:49      lease agreement
                                                 2201 Corporate Blvd NW                  a.m.              #01000969 for 1 Siemens
                                                 Boca Raton, FL 33431                                      Mobile Lithostar in
                                                                                                           Calumet Coach
------------------------------------------------------------------------------------------------------------------------------------

Texas ESWL/Laser           Oklahoma County,      Prime Leasing, Inc.             062652  December 23,      (1) 1991 Ford E150
 Lithotripter, Ltd.        Oklahoma County       Two Continental Towers                  1991 at 12:06     Custom Lift Van and
                           Clerk                 1701 Golf Road                          p.m.              Accessories and (1)
                                                 Rolling Meadows, IL                                       Pulsolith Pulsed Dye
                                                 60008                                                     Laser and accessories.
------------------------------------------------------------------------------------------------------------------------------------

Texas ESWL/Laser           Texas Secretary       Debis Financial            93-00004990  January 8, 1993   1 Dornier MFL-5000
 Lithotripter, Ltd.        of State              Services, Inc.                          at 8:00 a.m.      Lithotripter, Serial No
                                                 201 Merritt 7, Suite                                      5012, with Calumet
                                                 700                                                       Coach, Model MMT-451L
                                                 Norwalk, CT 06856                                         and all accessories.
------------------------------------------------------------------------------------------------------------------------------------

Texas ESWL/Laser           Texas Secretary       Prime Leasing, Inc.        91-00242830  December 23,      (1) 1991 Ford E150
 Lithotripter, Ltd.        of State              Two Continental Towers                  1991 at 8:00      Custom Lift Van and
                                                 1701 Golf Road                          a.m.              Accessories and (1)
                                                 Rolling Meadows, IL                                       Pulsolith Pulsed Dye
                                                 60008                                                     Laser and accessories.
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                    -viii-