AMENDED AND RESTATED AGREEMENT

                                       OF

                               LIMITED PARTNERSHIP

                                       OF

                   TEXAS LITHOTRIPSY LIMITED PARTNERSHIP VIII


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              AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                   TEXAS LITHOTRIPSY LIMITED PARTNERSHIP VIII

THE  PARTNERSHIP  INTEREST  REPRESENTED  BY THIS  AMENDED AND  RESTATED  LIMITED
PARTNERSHIP  AGREEMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES
LAWS OF ANY STATE IN RELIANCE UPON AN EXEMPTION THEREFROM. THESE SECURITIES HAVE
NOT BEEN APPROVED BY THE SECURITIES  REGULATORY AUTHORITY OF ANY STATE. THE SALE
OR OTHER  DISPOSITION OF THE PARTNERSHIP  INTEREST IS RESTRICTED AS SET FORTH IN
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP,  AND IN ANY EVENT IS
PROHIBITED  UNLESS  THE  LIMITED  PARTNERSHIP  RECEIVES  AN  OPINION  OF COUNSEL
SATISFACTORY TO THE LIMITED  PARTNERSHIP AND ITS COUNSEL THAT SUCH SALE OR OTHER
DISPOSITION CAN BE MADE WITHOUT  REGISTRATION  UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED,  OR UNDER  THE  SECURITIES  LAWS OF ANY STATE IN  RELIANCE  UPON AN
EXEMPTION  THEREFROM.  BY ACQUIRING THE PARTNERSHIP INTEREST REPRESENTED BY THIS
AMENDED AND  RESTATED  AGREEMENT  OF LIMITED  PARTNERSHIP,  THE LIMITED  PARTNER
REPRESENTS  THAT IT  WILL  NOT  SELL OR  OTHERWISE  DISPOSE  OF THE  PARTNERSHIP
INTEREST  WITHOUT  REGISTRATION  OR OTHER  COMPLIANCE WITH THE SECURITIES ACT OF
1933,  AS  AMENDED,  AND  OTHER  APPLICABLE  STATE  STATUTES  AND THE  RULES AND
REGULATIONS THEREUNDER.

         This Amended and Restated  Agreement  of Limited  Partnership  of Texas
Lithotripsy  Limited  Partnership VIII (the  "Agreement") is entered into by and
among Lithotripters,  Inc., a North Carolina corporation  ("Lithotripters"),  as
the General Partner (the "General  Partner"),  and each of the limited  partners
listed on the  Signature  Pages  attached  hereto  (collectively,  the  "Limited
Partners" and individually, a "Limited Partner").

                                R E C I T A L S :

         A.  Lithotripters,  as general  partner,  and David Vela,  M.D., as the
initial  limited  partner,  formed a limited  partnership  under the laws of the
State of Texas  effective as of October 6, 2000,  for the purpose of  acquiring,
owning and operating the  Lithotripsy  Systems (as  hereinafter  defined) in the
Service Area (as hereinafter defined).

     B.  Lithotripters  caused  the  Partnership  to  offer  to sell  Units  (as
hereinafter defined) pursuant to the Memorandum (as hereinafter defined).

     C. Upon the closing of the offering of the Units, David Vela, M.D. withdrew
as the initial limited partner and the subscribers of the Units were admitted as
new Limited Partners.

         D.  Lithotripters  and the Limited  Partners  desire to provide for the
governance of the Partnership and to set forth in detail their respective rights
and duties  relating to the  Partnership  and to amend and restate the  original
partnership agreement in its entirety.

                               A G R E E M E N T :

         NOW THEREFORE,  in  consideration  of the mutual covenants set forth in
this Agreement,  and for other good and valuable consideration,  the receipt and
sufficiency  of which are hereby  acknowledged,  Lithotripters  and the  Limited
Partners hereby agree as follows:

1                                                     ARTICLE

2                                                    DEFINITIONS

     2.1. Terms Defined. When used in this Agreement,  the following terms shall
have the meanings set forth below:

(a)      "Act" shall mean the Texas Revised Limited Partnership Act as set forth
         in Vernon's  Revised  Civil  Statutes  Annotated  Article  6132a-1,  as
         subsequently amended.

(b)  "Additional  Capital  Contributions"  shall have the  meaning  set forth in
     Section 3.2.

(c)      "Adjusted  Capital Account Deficit" means, with respect to any Partner,
         the deficit  balance,  if any, in such Partner's  Capital Account as of
         the  end of the  relevant  Fiscal  Year,  after  giving  effect  to the
         following adjustments:

                           (i) Credit to such Capital  Account any amounts which
                  such  Partner  is  obligated  to  restore  or is  deemed to be
                  obligated to restore pursuant to the penultimate  sentences of
                  Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

     (ii)  Debit  to such  Capital  Account  the  items  described  in  Sections
1.7041(b)(2)(ii)(d)(4),  1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6) of
the Regulations.





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         The  foregoing  definition  of  Adjusted  Capital  Account  Deficit  is
         intended to comply with the provisions of Section  1.704-1(b)(2)(ii)(d)
         of the Regulations and shall be interpreted consistently therewith.

(d)      "Adjusted  Gross  Revenues" shall mean, with respect to the calculation
         of the  Management Fee for the  applicable  period,  all gross receipts
         from any source for such period, other than from Partnership loans, the
         refinancing,  sale,  exchange,  casualty  or other  disposition  of the
         Partnership's  assets and Capital  Contributions,  less adjustments for
         contractual reimbursements and bad debts.

(e)      "Affiliate" shall mean a Person, directly or indirectly, through one or
         more  intermediaries,  controlling,  controlled  by,  or  under  common
         control with the Person in question. The term "control," as used in the
         immediately  preceding sentence,  means, with respect to an entity that
         is a corporation,  the right to exercise,  directly or indirectly, more
         than  10% of the  voting  rights  attributable  to the  shares  of such
         corporation  and,  with respect to a Person that is not a  corporation,
         the possession, directly or indirectly, of the power to direct or cause
         the direction of the management or policies of such Person.

(f)                                 "Bank" shall mean Whitney National Bank.

(g)  "Bankruptcy" means, with respect to any Person, a "Voluntary Bankruptcy" or
     an "Involuntary  Bankruptcy".  A "Voluntary Bankruptcy" means, with respect
     to any Person,  the inability of such Person  generally to pay its debts as
     such debts  become  due, or an  admission  in writing by such Person of its
     inability to pay its debts generally or a general assignment by such Person
     for the benefit of creditors;  the filing of any petition or answer by such
     Person  seeking to adjudicate  it a bankrupt or  insolvent,  or seeking for
     itself  any   liquidation,   winding   up,   reorganization,   arrangement,
     adjustment,  protection, relief, or composition of such Person or its debts
     under any law  relating to  bankruptcy,  insolvency  or  reorganization  or
     relief of debtors,  or seeking,  consenting to, or acquiescing in the entry
     of  an  order  for  relief  or  the  appointment  of a  receiver,  trustee,
     custodian, or other similar official for such Person or for any substantial
     part of its property; or corporate action taken by such Person to authorize
     any of the actions set forth above. An "Involuntary Bankruptcy" means, with
     respect to any Person,  without the consent or acquiescence of such Person,
     the  entering of an order for relief or  approving a petition for relief or
     reorganization   or  any  other   petition   seeking  any   reorganization,
     arrangement, composition, readjustment,  liquidation, dissolution, or other
     similar  relief  under any  present or future  bankruptcy,  insolvency,  or
     similar  statute,  law, or  regulation,  or the filing of any such petition
     against such Person which  petition  shall not be dismissed  within  ninety
     (90) days,  or,  without the consent or  acquiescence  of such Person,  the
     entering  of  an  order  appointing  a  trustee,  custodian,  receiver,  or
     liquidator of such Person or of all or any substantial part of the property
     of such Person which order shall not be dismissed within sixty (60) days.

(h)      "Bill  of Sale  and  Assignment"  shall  mean  that  bill  of sale  and
         assignment  (or similar  instrument  of transfer) to be received by the
         Partnership from Sunbelt in connection with the Partnership's  purchase
         of the Sunbelt Assets.

(i)      "Capital  Contributions"  shall mean, with respect to any Partner,  the
         amount of money and the initial Gross Asset Value of any property other
         than money (net of liabilities  which the Partnership  assumes or takes
         the property subject to) contributed to the Partnership with respect to
         the Partnership Interest held by such Partner.

     (j)  "Capital  Transaction"  shall  mean  either a Major  Capital  Event or
          Liquidating Event.

(k)      "Cash Flow" shall mean, for the period in question, or in the case of a
         Major  Capital  Event,  the event in question,  the amount by which the
         aggregate cash receipts of the Partnership  from any source  (including
         loans  and   Capital   Contributions)   exceed  the  sum  of  the  cash
         expenditures  of the  Partnership  plus a cash  reserve  in the  amount
         determined by the General  Partner to be sufficient to meet the working
         capital requirements of the Partnership.

(l)      "Certificate"  shall mean the Certificate of Limited  Partnership filed
         on behalf of the  Partnership  with the  Secretary of State of Texas in
         accordance with all applicable statutes.

     (m)  "Code" shall mean the Internal  Revenue Code of 1986,  as amended from
          time to time.

     (n)  "Defaulting  Limited  Partner  shall  have the  meaning  set  forth in
          Section 9.2(c) hereof.

     (o)  "Depreciation"  means,  for each Fiscal  Year,  an amount equal to the
          depreciation, amortization, or other cost recovery deduction allowable
          with  respect to an asset for such  Fiscal  Year,  except  that if the
          Gross  Asset Value of an asset  differs  from its  adjusted  basis for
          federal  income tax  purposes at the  beginning  of such Fiscal  Year,
          Depreciation  shall be an amount  which  bears the same  ratio to such
          beginning  Gross Asset Value as the federal  income tax  depreciation,
          amortization,  or other cost  recovery  deduction for such Fiscal Year
          bears to such beginning adjusted tax basis; provided, however, that if
          the adjusted  basis for federal income tax purposes of an asset at the
          beginning  of  such  Fiscal  Year  is  zero,   Depreciation  shall  be
          determined  with reference to such  beginning  Gross Asset Value using
          any reasonable method selected by the General Partner.

     (p)  "Dilution  Offering"  shall  mean the sale of  additional  Partnership
          Interest after the Offering.

(q)                        "Escrow Agent" shall mean Whitney National Bank.

     (r)  "Escrow  Agreement"  shall mean that certain  agreement by and between
          the Partnership and the Escrow Agent.

(s)               "Exhibit" shall mean an exhibit attached to this Agreement.

(t)      "Fiscal  Year" shall mean (i) the period  commencing  on the  effective
         date of this  Agreement  and  ending on  December  31,  2000,  (ii) any
         subsequent  twelve  (12) month  period  commencing  on January  1st and
         ending on December  31st, or (iii) any portion of the period  described
         in clause  (ii) for which  the  Partnership  is  required  to  allocate
         Profits,  Losses, and other items of Partnership income, gain, loss, or
         deduction pursuant to Article VI hereof.

(u)      "General  Partner"  shall mean  Lithotripters,  so long as such  Person
         shall continue as a general partner hereunder, and any other Person who
         has been  admitted  as and  continues  to be a general  partner  of the
         Partnership.

(v)      "Gross  Asset  Value"  means,  with  respect to any asset,  the asset's
         adjusted basis for federal income tax purposes, except as follows:

                           (i)  The  initial  Gross  Asset  Value  of any  asset
                  contributed by a Partner to the Partnership shall be the gross
                  fair  market  value  of  such  asset,  as  determined  by  the
                  contributing  Partner  and  the  General  Partner;   provided,
                  however,  if the contributing  Partner is the General Partner,
                  the  determination  of the fair market value of a  contributed
                  asset shall be determined by appraisal;

                           (ii) The Gross Asset Values of all Partnership assets
                  shall be adjusted to equal their  respective gross fair market
                  values,  as  determined  by  the  General  Partner,  as of the
                  following times: (a) the acquisition of an additional interest
                  in the  Partnership  (other than  pursuant  to Section  3.1(c)
                  hereof) by any new or existing  Partner in  exchange  for more
                  than a de minimis Capital  Contribution;  (b) the distribution
                  by the  Partnership  to a Partner  of more  than a de  minimis
                  amount of Partnership  Assets as consideration for an interest
                  in the Partnership; and (c) the liquidation of the Partnership
                  within     the     meaning     of     Regulations      Section
                  1.704-1(b)(2)(ii)(g);  provided, however, that the adjustments
                  pursuant  to clauses  (a) and (b) above  shall be made only if
                  the   General   Partner   reasonably   determines   that  such
                  adjustments  are  necessary  or  appropriate  to  reflect  the
                  relative   economic   interests   of  the   Partners   in  the
                  Partnership;

                           (iii) The Gross Asset Value of any Partnership  asset
                  distributed  to any  Partner  shall be  adjusted  to equal the
                  gross  fair  market  value  of  such  asset  on  the  date  of
                  distribution  as determined by the distributee and the General
                  Partner; provided,  however, if the distributee is the General
                  Partner,  the  determination  of the fair market  value of the
                  distributed asset shall be determined by appraisal; and

                           (iv) The Gross  Asset  Values of  Partnership  assets
                  shall be increased (or  decreased) to reflect any  adjustments
                  to the adjusted basis of such assets  pursuant to Code Section
                  734(b) or Code  Section  743(b),  but only to the extent  that
                  such adjustments are taken into account in determining Capital
                  Accounts pursuant to Regulations  Section  1.704-1(b) (2) (iv)
                  (m) and  Sections  1.1(bf) (vi) and 6.5(g)  hereof;  provided,
                  however,  that  Gross  Asset  Values  shall  not  be  adjusted
                  pursuant to this Section  1.1(v)(iv) to the extent the General
                  Partner  determines  that an  adjustment  pursuant  to Section
                  1.1(v)(ii)  hereof is necessary or  appropriate  in connection
                  with  a  transaction   that  would  otherwise   result  in  an
                  adjustment pursuant to this Section 1.1(v)(iv).

                  If the Gross  Asset Value of an asset has been  determined  or
         adjusted pursuant to Section 1.1(v)(i),  Section 1.1(v)(ii), or Section
         1.1(v)(iv) hereof,  such Gross Asset Value shall thereafter be adjusted
         by the  Depreciation  taken into account with respect to such asset for
         purposes of computing Profits and Losses.

     (w)  "Involuntary  Bankruptcy"  shall have the meaning set forth in Section
          1.1(f) hereof.

     (x)  "Limited  Partner" shall mean any Person who has been admitted as, and
          who continues to be, a limited partner of the Partnership.

(y)      "Liquidating  Event" shall mean the sale,  condemnation  or exchange of
         all or  substantially  all  of the  Partnership  Assets,  or any  other
         transaction   which,   individually   or  together   with  any  similar
         transaction  or  transactions,  results  in the  disposition  of all or
         substantially all of the Partnership Assets and occurs in the course of
         liquidation of the  Partnership or upon and with respect to which event
         the  Partnership is dissolved and wound-up and all payments,  including
         payments on any promissory notes, have been received.

(z)      "Lithotripsy Systems" shall mean, collectively, the Sunbelt Lithotripsy
         System,   the  New   Lithotripsy   System  and  any  other   shock-wave
         lithotripter  acquired by the Partnership for the lithotripsy of kidney
         stones.

(aa)     "Major  Capital  Event" shall mean any event  (excluding a  Liquidating
         Event) arising other than in the ordinary  course of the  Partnership's
         business,  including,  without  limitation:  (i) the sale of less  than
         substantially  all of the  Partnership  Assets;  (ii) a condemnation of
         less  than  substantially  all of the  Partnership  Assets;  (iii)  the
         recovery of damage awards or settlements or insurance proceeds from the
         loss of or damage to the  Partnership  Assets;  and (iv) a borrowing or
         refinancing.  The General Partner's  designation of an event as a Major
         Capital  Event shall be binding upon the  Partners and the  Partnership
         absent manifest error.

(bb)     "Majority in Interest" shall mean Partners (or Partners of a designated
         class)  owning  more  than  50%  of  the   Partnership   Interests  (or
         Partnership Interests of the designated class).

(cc)     "Management  Agreement"  shall mean the  agreement  by and  between the
         Partnership  and the General  Partner,  as the same may be amended from
         time to time, with respect to the management of the Partnership.

(dd)     "Management  Fee" shall mean that  certain  fee,  accrued  and  payable
         monthly to the General  Partner  pursuant to the Management  Agreement,
         equal to 7.0% of Adjusted Gross Revenues for the month in question.

(ee)     "Memorandum"  shall mean that certain  Confidential  Private  Placement
         Memorandum dated October 13, 2000 relating to the offering of Units.

(ff)     "Negative Cash Flow" shall mean, for the period in question, the amount
         by which the operating expenses,  capital expenditures and debt service
         of the Partnership due and payable within the period in question exceed
         the cash  amounts held by the  Partnership  or which are expected to be
         received by the Partnership within the period in question and which are
         or will be available for payment of such expenses and debt service.

(gg)     "Net  Gains  from  Capital  Transactions"  shall mean the net gains and
         income,  if any, realized by the Partnership as a result of or upon any
         sale,  exchange  or other  disposition  of the  capital  assets  of the
         Partnership (including assets described in Section 1231 of the Code) or
         as a result  of or upon  the  damage  or  destruction  of such  capital
         assets.

(hh)     "Net Losses from  Capital  Transactions"  shall mean the net losses and
         deductions,  if any, realized by the Partnership as a result of or upon
         any sale,  exchange or other  disposition  of the capital assets of the
         Partnership (including assets described in Section 1231 of the Code) or
         as a result  of or upon  the  damage  or  destruction  of such  capital
         assets.

(ii)     "New  Lithotripsy  System"  shall  mean,  collectively,   a  new  Storz
         Modulith(R)  SLX-T  transportable  lithotripter  and  a  new  coach  to
         transport such lithotripter.

     (jj) "Nonrecourse  Deductions"  shall have the meaning set forth in Section
          1.704-2(b) (1) of the Regulations.

     (kk) "Nonrecourse  Liability"  shall have the  meaning set forth in Section
          1.704-2(b)(3) of the Regulations.

     (ll) "Notice of Default" shall have the meaning set forth in Section 9.2(c)
          hereof.

     (mm) "Notice  of  Election"  shall  have the  meaning  set forth in Section
          9.2(e) hereof.

     (nn) "Notice of  Incompetency"  shall have the meaning set forth in Section
          9.2(d) hereof.

     (oo) "Notice of  Insolvency"  shall have the  meaning  set forth in Section
          9.2(b) hereof.

     (pp) "Offering" shall mean the sale of Units pursuant to the Memorandum.

(qq)     "Offering   Expenses"  shall  mean  all   expenditures   classified  as
         syndication expenses pursuant to Section 1.709-2(b) of the Regulations.
         Offering  Expenses  shall be taken into account under this Agreement at
         the time they  would be taken  into  account  under  the  Partnership's
         method of accounting if they were deductible expenses.

(rr)     "Offering  Termination  Date" shall mean  January  ___,  2001,  or such
         earlier  date on which  the  maximum  number  of Units set forth in the
         Memorandum  is sold or  such  later  date to  which  such  date  may be
         extended in accordance with the Memorandum.

(ss)     "Operations"  shall mean all activities  arising in the ordinary course
         of the Partnership's business not constituting a Major Capital Event or
         a Liquidating Event.

     (tt) "Option  Period"  shall  have the  meaning  set forth in  Section  9.2
          hereof.

     (uu) "Partner Nonrecourse Debt" shall have the meaning set forth in Section
          1.704-2(b)(4) of the Regulations.

(vv)     "Partner  Nonrecourse  Debt  Minimum  Gain" shall mean an amount,  with
         respect to each  Partner  Nonrecourse  Debt,  equal to the  Partnership
         Minimum Gain that would result if such  Partner  Nonrecourse  Debt were
         treated as a  Nonrecourse  Liability,  determined  in  accordance  with
         Section 1.704-2(i)(3) of the Regulations.

     (ww) "Partner  Nonrecourse  Deductions" shall have the meaning set forth in
          Sections 1.704-2(i)(1) and 1.704-2(i)(2) of the Regulations.

     (xx) "Partners"  shall mean the General  Partner and the Limited  Partners.
          "Partner" shall mean any one of the Partners.

(yy)     "Partnership" shall mean Texas Lithotripsy Limited Partnership VIII, as
         constituted from time to time.

(zz)     "Partnership Assets" shall mean, collectively,  all property and assets
         owned by the Partnership,  whether real,  personal or mixed or tangible
         or intangible.

     (aaa)"Partnership  Accountant"  shall have the meaning set forth in Section
          9.2(f) hereof.

     (bbb)"Partnership  Minimum  Gain"  shall  have  the  meaning  set  forth in
          Sections 1.704-2(b)(2) and 1.704-2(d) of the Regulations.

(ccc)    "Partnership  Interest" shall mean a Partner's interest in the Profits,
         Losses,  Net Gains from Capital  Transactions,  Net Losses from Capital
         Transactions,  any other income,  gains,  losses,  or  deductions,  tax
         credits,  voting rights and  distributions of the Partnership as may be
         affected by the  provisions  of this  Agreement and as may hereafter be
         adjusted.

(ddd)    "Person"  shall  mean  an  individual,   partnership,   joint  venture,
         corporation,  limited liability company,  trust, estate or other entity
         or organization.

(eee)    "Proceeding"  shall mean any threatened,  pending or completed  action,
         suit  or   proceeding,   whether   civil,   criminal,   administrative,
         arbitrative  or  investigative,  any appeal in such an action,  suit or
         proceeding, and any inquiry or investigation that could lead to such an
         action, suit or proceeding.

(fff)    "Profits" and "Losses" means,  for each Fiscal Year, an amount equal to
         the  Partnership's  taxable  income  or loss for such  year or  period,
         determined  in accordance  with Code Section  703(a) (for this purpose,
         all items of income,  gain,  loss,  or deduction  required to be stated
         separately  pursuant  to Code  Section  703(a)(1)  shall be included in
         taxable income or loss), with the following adjustments:

                           (i) Any income of the Partnership that is exempt from
                  federal  income tax and not  otherwise  taken into  account in
                  computing  Profits and Losses pursuant to this Section 1.1(bf)
                  shall be added to such taxable income or loss;

                           (ii) Any expenditures of the Partnership described in
                  Code   Section   705(a)(2)(B)   or  treated  as  Code  Section
                  705(a)(2)(B)  expenditures  pursuant  to  Regulations  Section
                  1.704-1(b) (2)(iv)(f), and not otherwise taken into account in
                  computing  Profits or Losses  pursuant to this Section 1.1(bf)
                  shall be subtracted from such taxable income or loss;

                           (iii)  In the  event  the  Gross  Asset  Value of any
                  Partnership Asset is adjusted  pursuant to Section  1.1(v)(ii)
                  or Section  1.1(v)(iii)  hereof, the amount of such adjustment
                  shall  be  taken  into  account  as  gain  or  loss  from  the
                  disposition of such asset for purposes of computing Profits or
                  Losses;

                           (iv) Gain or loss resulting  from any  disposition of
                  Partnership  Assets  with  respect  to  which  gain or loss is
                  recognized  for federal  income tax purposes shall be computed
                  by reference to the Gross Asset Value of the property disposed
                  of,  notwithstanding  that  the  adjusted  tax  basis  of such
                  property differs from its Gross Asset Value;

                           (v) In lieu of the  depreciation,  amortization,  and
                  other cost recovery deductions taken into account in computing
                  such taxable income or loss, there shall be taken into account
                  Depreciation for such fiscal year or other period, computed in
                  accordance with Section 1.1(o) hereof;

                           (vi) To the extent an  adjustment to the adjusted tax
                  basis of any Partnership Asset pursuant to Code Section 734(b)
                  or Code  Section  743(b) is required  pursuant to  Regulations
                  Section  1.704-1(b)  (2)(iv)(m)(4) to be taken into account in
                  determining  Capital  Accounts  as a result of a  distribution
                  other  than in  liquidation  of a  Partner's  interest  in the
                  Partnership, the amount of such adjustment shall be treated as
                  an item of gain (if the adjustment  increases the basis of the
                  asset) or loss (if the  adjustment  decreases the basis of the
                  asset)  from the  disposition  of the asset and shall be taken
                  into account for purposes of computing Profits or Losses;

                           (vii)  Notwithstanding  any other  provision  of this
                  Section  1.1(bf),  any  items  which are  specially  allocated
                  pursuant  to Section  6.5 or Section  6.6 hereof  shall not be
                  taken into account in computing Profits or Losses.

                  The amounts of the items of Partnership income, gain, loss, or
         deduction  available to be specially allocated pursuant to Sections 6.5
         and 6.6 hereof shall be determined by applying rules analogous to those
         set forth in Sections 1.1(bf)(i) through 1.1(bf)(vi) above.

(ggg)    "Regulations"   shall  mean  the  Income  Tax  Regulations,   including
         Temporary Regulations,  promulgated under the Code, as such regulations
         may be amended from time to time (including corresponding provisions of
         succeeding regulations).

     (hhh)"Regulatory  Allocations"  shall have the meaning set forth in Section
          6.6 hereof.

     (iii)"Retiring  Limited  Partner"  shall  have  the  meaning  set  forth in
          Section 9.2(f) hereof.

(jjj)    "Sales  Agency  Agreement"  shall mean that  certain  agreement  by and
         between the Partnership and the Sales Agent with respect to the sale of
         Units.

     (kkk)"Sales  Agent"  shall mean  MedTech  Investments,  Inc.,  a registered
          broker-dealer,  member  of  the  National  Association  of  Securities
          Dealers, Inc. and an Affiliate of the General Partner.

     (lll) "Section" shall mean any section or subsection in this Agreement.

(mmm)                      "Service" shall mean the Internal Revenue Service.

     (nnn)"Service Area" shall mean the geographic area of Harris County,  Texas
          and surrounding counties.

     (ooo)"Subscription   Agreement"  shall  mean  the  Subscription  Agreement,
          included in the Subscription Packet accompanying the Memorandum.

     (ppp)"Sunbelt"  shall mean Sunbelt  Lithotripsy  Associates,  Ltd., a Texas
          limited partnership.

(qqq)    "Sunbelt  Assets" shall mean,  collectively,  certain  tangible  assets
         owned and operated by Sunbelt and certain  intangible  property  rights
         held by Sunbelt,  including but not limited to, the Sunbelt Lithotripsy
         System  and  eight  separate   lithotripsy   services  agreements  with
         hospitals,  medical  centers  and  ambulatory  surgery  centers  in the
         Service Area.

(rrr)    "Sunbelt  Lithotripsy  System" shall mean the Storz Modulith SLX mobile
         lithotripter and the related trailer.

(sss)                      "Tax Matters Partner" shall mean the General Partner.

(ttt)    "Transfer"  shall  mean,  as  a  noun,  any  voluntary  or  involuntary
         transfer, sale, conveyance, assignment, pledge, hypothecation, mortgage
         or  other  encumbrance  or  other  disposition  of all or any part of a
         Partnership  Interest and, as a verb, to voluntarily  or  involuntarily
         transfer, sell, convey, assign, pledge, hypothecate, mortgage, encumber
         or otherwise dispose of all or any part of a Partnership Interest.

     (uuu)"Unit"  shall  mean a unit of  limited  partner  partnership  interest
          equal to a 1% Partnership Interest.

(vvv)    "Unreturned Capital  Contributions" shall mean, as to each Partner, the
         aggregate Capital Contributions made to the Partnership by such Partner
         reduced  by the  aggregate  distributions  to  such  Partner  from  the
         Partnership pursuant to Sections 6.2(a) and 6.4(a).

     (www)"Valuation  Date" shall have the  meaning set forth in Section  9.2(f)
          hereof.

     (xxx)"Voluntary  Bankruptcy"  shall have the  meaning  set forth in Section
          1.1(g) hereof.

     2.2. Number and Gender.  Whenever the context requires,  references in this
          Agreement to the singular  number  shall  include the plural,  and the
          plural number shall include the singular,  and words  denoting  gender
          shall include the masculine, feminine and neuter.

3                                                         ARTICLE

4                                                       CONTINUATION

     4.1. Continuation.  The  Partners  hereby  continue  the  Partnership  as a
          limited partnership  pursuant to the Act for the purposes  hereinafter
          described.

     4.2. Name.  The business of the  Partnership  shall be conducted  under the
          name "Texas Lithotripsy Limited Partnership VIII".

     4.3. Principal Place of Business;  Registered Office; Registered Agent. The
          principal place of business,  the principal  office and the registered
          office of the  Partnership  shall be at 1301 Capital of Texas Highway,
          Suite C-300,  Austin,  Texas 78746. The General Partner may change the
          principal  place of  business  of the  Partnership  to any other place
          within  the State of Texas  upon ten (10) days  written  notice to the
          Limited Partners. The registered agent shall be the General Partner.

4.4.        Purposes.  The purposes of the Partnership shall be:
                           --------

     (a)  to acquire and own the Sunbelt Assets and the New Lithotripsy System;

     (b)  to operate the Lithotripsy Systems in the Service Area;

     (c)  to  manage,   maintain,   lease,  sell  or  otherwise  deal  with  the
          Partnership Assets;

     (d)  to do any and all  other  acts and  things  necessary,  incidental  or
          convenient to carry on the Partnership  business as contemplated under
          this Agreement; and

     (e)  to engage in any lawful act or activity for which  partnerships may be
          organized under the Act.

     4.5. Term. The  Partnership  shall continue  until  terminated  pursuant to
          Section 12.1.

5                                                         ARTICLE

                                                    CAPITAL CONTRIBUTIONS

6

6.1.        Initial Capital Contributions.


     (a) General Partner.  At the time of executing this Agreement,  the General
Partner will make a Capital Contribution of cash in exchange for its Partnership
Interest.

     (b) Limited Partners. At the time of executing this Agreement, each Limited
Partner will make a Capital Contribution of cash in exchange for its Partnership
Interest.

6.2 . Additional  Capital  Contributions.  At the request of the General Partner
each Partner shall be permitted to make,  but shall not be personally  liable to
make, additional Capital Contributions  ("Additional Capital  Contributions") to
the  Partnership in an amount equal to such  Partner's pro rata share,  based on
its respective  Partnership  Interest, of all Negative Cash Flow from Operations
of the  Partnership.  A  Partner's  pro rata share  shall be the  product of the
Additional Capital Contribution then due multiplied by such Partner's respective
Partnership  Interest.  Such  Partner's  pro  rata  share  shall  be paid to the
Partnership no later than the date specified by the General Partner.

6.3 . Capital  Accounts.  The Partnership shall establish and maintain a capital
account  ("Capital  Account") for each Partner in accordance with Section 704(b)
of the  Code  and  Section  1.704-1(b)(2)(iv)  of  the  Regulations.  Except  as
otherwise  provided  in this  Agreement,  the  Capital  Account  balance of each
Partner shall be credited  (increased) by (i) the amount of cash  contributed by
such  Partner to the capital of the  Partnership,  (ii) the fair market value of
property  contributed by such Partner to the capital of the Partnership  (net of
liabilities  secured  by such  property  that the  Partnership  assumes or takes
subject to under Code Section 752), and (iii) such Partner's  allocable share of
Partnership  income and gain (or items thereof) including income and gain exempt
from federal taxation and income and gain attributable to adjustments to reflect
book value pursuant to Regulations' Section 1.704-1(b)(2)(iv)(g),  but excluding
income  and gain  attributable  to tax  items  which  differ  as a result of the
revaluation  of  Partnership  property  as  described  in  Regulations'  Section
1.704-1(b)(4),  and the Capital Account balance of each Partner shall be debited
(decreased) by (i) the amount of cash distributed to such Partner, (ii) the fair
market value of property distributed to such Partner (net of liabilities secured
by such  property  which the  Partner  assumes  or takes  subject  to under Code
Section  752),  (iii) such  Partner's  allocable  share of  expenditures  of the
Partnership  described in Code  Section  705(a)(2)(B),  and (iv) such  Partner's
allocable share of Partnership  losses,  depreciation  and other  deductions (or
items  thereof)  including  loss and deduction  attributable  to  adjustments to
reflect book value pursuant to  Regulations'  Section  1.704-1(b)(2)(iv)(g)  but
excluding   expenditures   described  in  (iii)  above  and  loss  or  deduction
attributable  to tax  items  which  differ  as a result  of the  revaluation  of
Partnership property or excess percentage depletion as described in Regulations'
Section  1.704-1(b)(4)(i) and (ii).  Notwithstanding the foregoing,  a Partner's
Capital  Account shall not be adjusted to reflect gain or loss  attributable  to
the  disposition  of  property  contributed  by such  Partner to the extent such
Partner's  Capital Account  reflected such inherent gain or loss in the property
on the date of its contribution to the Partnership.

     6.4. Failure  to Make  Additional  Capital  Contributions.  In the  event a
          Partner  fails to  contribute  cash  equal to his pro rata  share of a
          requested Additional Capital Contribution, the General Partner may, at
          its election, do any one or more of the following:

(a)               Contribute  cash to the  Partnership as an Additional  Capital
                  Contribution  in an amount up to the  difference  between  the
                  total  Additional  Capital  Contribution  requested  from  all
                  Partners  and  the   aggregate  of  the   Additional   Capital
                  Contributions actually contributed by the Partners;

     (b)  Loan funds to the Partnership as provided in Section 3.5; and/or

     (c)  Cause the  Partnership to offer to the other Partners  (other than the
          non-contributing Partner) the right to contribute the amount which the
          non-contributing  Partner  elected not to contribute (and if more than
          one other Partner elects to contribute pursuant to this subclause (c),
          each such other  Partner  shall have the priority  right to contribute
          that portion of the amount which the non-contributing  Partner elected
          not to contribute  which is equal to the ratio of such other Partner's
          Partnership Interest to the aggregate  Partnership  Interests owned by
          all such  other  Partners  who elect to  contribute  pursuant  to this
          subclause (c)).

(d)               Upon the  occurrence of an event  described in subsection  (a)
                  and/or (c) above,  the  Partnership  Interests of the Partners
                  shall be redetermined, and each Partner's Partnership Interest
                  shall  thereafter  be equal to a fraction,  the  numerator  of
                  which shall be equal to the  aggregate  Capital  Contributions
                  made by such Partner (or his assignor) and the  denominator of
                  which shall be equal to the  aggregate  Capital  Contributions
                  made by all Partners.

6.5 . Partner  Loans. A Partner,  or an Affiliate of a Partner,  may, but is not
obligated to, loan or cause to be loaned to the Partnership such additional sums
as the General  Partner  deems  appropriate  or necessary for the conduct of the
Partnership's  business.  Loans made by a Partner, or an Affiliate of a Partner,
shall be upon such terms and for such  maturities  as the General  Partner deems
reasonable in view of all the facts and circumstances and the repayment of which
may be designated in priority to distributions of Cash Flow. In no event shall a
Partner be permitted to make a loan to the Partnership  pursuant to this Section
3.5, in lieu of making an Additional Capital  Contribution which it is permitted
to make pursuant to Section 3.2.

     6.6. Other Matters Relating to Capital Contributions.

     (a)  Loans  by any  Partner  to the  Partnership  shall  not be  considered
          Capital Contributions.

(b)               No Partner  shall be  required to make  Capital  Contributions
                  except to the extent expressly provided by this Article III.

(c)               No  Partner  shall be  entitled  to  withdraw,  or to obtain a
                  return of, any part of its Capital Contribution, or to receive
                  property or assets other than cash in return  thereof,  and no
                  Partner  shall be liable to any other  Partner for a return of
                  its  Capital   Contributions,   except  as  provided  in  this
                  Agreement.

(d)               No  Partner  shall be  entitled  to  priority  over any  other
                  Partner,  either  with  respect  to a  return  of its  Capital
                  Contributions, or to allocations of Profits, Losses, Net Gains
                  from   Capital   Transactions,   Net   Losses   from   Capital
                  Transactions or any other income, gains, losses or deductions,
                  credits,  or to  distributions,  except  as  provided  in this
                  Agreement.

     (e)  No interest  shall be paid on any Partner's  Capital  Contribution  or
          Additional Capital Contribution.

6.7 . Deficit Capital Account Balances. Upon liquidation of the Partnership,  no
Partner with a deficit  balance in its Capital Account shall have any obligation
to restore such deficit  balance,  or to make any contribution to the capital of
the Partnership,  except to the extent such Partner is personally liable to make
contributions to the capital of the Partnership  pursuant to Article III of this
Agreement.

7                                                     ARTICLE

                    RIGHTS AND POWERS OF THE GENERAL PARTNER

8

8.1 . Duties of General Partner. The General Partner shall be solely responsible
for the operation and management of the business of the Partnership, and, except
as otherwise expressly provided in this Agreement,  shall possess all rights and
powers generally  conferred by applicable law or otherwise deemed by the General
Partner as necessary, advisable or consistent in connection therewith.

8.2 . Illustrative Rights and Powers. In addition to any other rights and powers
which it may possess by law,  the General  Partner  shall have all the  specific
rights,  powers and  authorities  required or  appropriate  to the operation and
management of the business of the Partnership which, by way of illustration, but
not by way of limitation, shall include the right and power:

                                    (a) To acquire  other assets  related to the
                  provision   of   lithotripsy   services   (collectively,   the
                  "Additional Assets"), at such times and at such price and upon
                  such  terms,  as the General  Partner  deems to be in the best
                  interest of the Partnership;

                           (b)  To  purchase,   hold,   manage  and  dispose  of
                  Partnership Assets, including the purchase, exchange, trade or
                  sale of the Partnerships' assets at such price, or amount, for
                  cash, securities or other property and upon such terms, as the
                  General  Partner  deems  to be in  the  best  interest  of the
                  Partnership;

     (c)  To  determine  the  travel   itinerary  and  site  locations  for  the
Lithotripter Systems;

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

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

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

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

     (h) To execute,  acknowledge and deliver any and all instruments  which may
be deemed necessary or convenient to effect the Partnership's business;

     (i) to acquire the Sunbelt Assets and the New Lithotripsy System;

     (j) to perform any and all acts necessary or appropriate in connection with
the business of the  Partnership,  including,  without  limitation,  commencing,
defending and settling litigation;

     (k) to take and hold all Partnership Assets in the name of the Partnership;

                           (l) to  negotiate,  execute  and  deliver  contracts,
                  deeds, notes,  leases,  subleases,  mortgages,  bills of sale,
                  financing  statements,  security  agreements  and  any and all
                  other  instruments  necessary or  incidental to the conduct of
                  the  business of the  Partnership,  and to amend or modify any
                  such instruments;

                           (m)  to  coordinate   all   accounting  and  clerical
                  functions of the Partnership  and to employ such  accountants,
                  lawyers,  managers,  agents  and other  management  or service
                  personnel as may from time to time be required to carry on the
                  business of the Partnership; and

                           (n) if a Transfer  has  occurred in  accordance  with
                  this  Agreement,  to admit such  transferee to the Partnership
                  and to amend this Agreement to reflect such admission.

8.3      . Payment of Costs and Expenses.  The Partnership  shall be responsible
         for  paying  all costs and  expenses  of  forming  and  continuing  the
         Partnership,  owning, operating and holding the Partnership Assets, and
         conducting  the  business  of  the  Partnership,   including,   without
         limitation, costs of utilities, costs of furniture, fixtures, equipment
         and supplies, insurance premiums, property taxes, advertising expenses,
         accounting costs, legal expenses and office supplies. If any such costs
         and  expenses are or have been paid by the General  Partner,  or any of
         its Affiliates, on behalf of the Partnership, then such General Partner
         (or its Affiliates) shall be entitled to be reimbursed for such payment
         so long as  such  cost or  expense  was  reasonably  necessary  and was
         reasonable in amount. Any reimbursement  pursuant to this Section shall
         not be treated as compensation to the General Partner.

8.4      . Exercise of Rights and Powers.  The General Partner shall endeavor to
         operate and manage the business of the  Partnership  to the best of its
         ability,  in a careful and prudent  manner and in accordance  with good
         industry  practice.  The  authority of the General  Partner to take any
         action  required or permitted  under the  provisions of this  Agreement
         shall in all respects be exercised in its sole and absolute discretion,
         and the General  Partner  shall be required to devote only such time to
         the performance of its duties and obligations hereunder as it shall, in
         its  sole  and  absolute  discretion,  determine  to  be  necessary  or
         advisable.  The  General  Partner  shall be  entitled  to deal with its
         Affiliates in the performance of its duties and obligations  under this
         Agreement,  so  long  as the  material  terms  and  conditions  of such
         dealings are not  substantially  different from the  prevailing  market
         terms,  conditions  and  prices  available  from  non-Affiliated  third
         parties.

8.5      . Management  Fee. As compensation  for its services  rendered to or on
         behalf of the  Partnership,  the General  Partner  shall be entitled to
         payment  of the  Management  Fee  in  accordance  with  the  terms  and
         conditions of the Management Agreement.

8.6      . Liability.  The General  Partner shall endeavor to perform its duties
         under this Agreement with ordinary  prudence and in a manner reasonable
         under the circumstances. The General Partner shall not be liable to the
         Partnership or the Limited Partners for any loss or liability caused by
         any act, or by the failure to do any act, unless such loss or liability
         arises  from  the  General  Partner's  intentional  misconduct,   gross
         negligence or fraud. In no event shall the General Partner be liable by
         reason of a mistake in judgment  made in good faith,  or action or lack
         of action based on the advice of legal  counsel.  Further,  the General
         Partner  shall in no event be liable for its failure to take any action
         unless it is specifically  directed to take such action under the terms
         of this Agreement.

8.7      . Indemnification. Upon the determination as set forth in Section 11.06
         of the Act that such indemnification is permissible under Section 11.02
         of the Act,  the  Partnership  (but not the  Limited  Partners)  hereby
         indemnifies  and  holds  harmless  any  Person  who is or was a General
         Partner  (and  its  Affiliates)  against  any  and all  losses,  costs,
         expenses  (including  reasonable  attorneys' fees),  penalties,  taxes,
         fines,  settlements,  damages and judgments resulting from the fact the
         General  Partner  was or is  threatened  to be  named  a  defendant  or
         respondent  in a  Proceeding  because  such  Person was or is a General
         Partner in the Partnership,  EVEN IF SUCH LOSSES,  COSTS, EXPENSES ETC.
         WERE  THE  RESULT  OF  THE  GENERAL  PARTNER'S  OWN  NEGLIGENCE.   This
         indemnification  shall only be  effective  if the  General  Partner (i)
         acted in good faith,  (ii)  reasonably  believed that in instances that
         the  General  Partner  was  acting in its  official  capacity  that its
         conduct  was in  the  Partnership's  best  interest  and  in all  other
         instances  that the  General  Partner's  conduct was not opposed to the
         Partnership's best interests,  and (iii) in a criminal proceeding,  had
         no cause to believe its conduct was unlawful;  provided,  however, this
         indemnification  shall in no event be  applicable  to a  Proceeding  in
         which the General  Partner has been found to be liable for  intentional
         misconduct, gross negligence or fraud in the performance of the General
         Partner's duty to the Partnership or the Limited Partners.

8.8      .        Removal of the General Partner.
                  ------------------------------

(a)               Upon unanimous written consent of all of the Limited Partners,
                  the  General  Partner  may be  removed  upon (but  only  upon)
                  delivery  of  written  notice to the  General  Partner  of the
                  occurrence of any of the following events:

     (i)  Any act of the General Partner, or its Affiliates, in contravention of
          the terms or intent of any provision contained in this Agreement;

(ii)                       The Bankruptcy or insolvency of the General Partner;

(iii)                               Entry  of a final  judgment  by a  court  of
                                    competent  jurisdiction  to the effect  that
                                    the   General    Partner   was   guilty   of
                                    intentional misconduct,  gross negligence or
                                    fraud  in   connection   with  any  duty  or
                                    obligation hereunder;

     (iv) The  application or  appropriation  of Partnership  Assets in a manner
          contrary to that which is permitted under this Agreement;

(v)                                 The  appointment  of a  receiver  for all or
                                    substantially  all  of  the  assets  of  the
                                    General Partner and the failure to have such
                                    receiver  discharged within thirty (60) days
                                    of such appointment; or

     (vi) The  bringing of any legal  action  against  the General  Partner by a
          creditor  of the  General  Partner,  or an  Affiliate  of the  General
          Partner, resulting in the attachment,  garnishment or sequestration of
          any  portion of the General  Partner's  Partnership  Interest  and the
          failure of the General Partner to have such attachment, garnishment or
          sequestration discharged within thirty (30) days of such event.

                  The General  Partner shall be deemed  removed upon delivery to
                  it of notice of its  removal.  Upon the removal of the General
                  Partner,  the General  Partner  shall  retain its  Partnership
                  Interest as a Limited  Partner  with all the rights and duties
                  pertaining thereto.

(b)               Upon the  removal  of the  General  Partner  as  described  in
                  subsection (a) above,  a new General  Partner shall be elected
                  by a vote of a Majority in  Interest  of the Limited  Partners
                  and shall be admitted to the Partnership as a General Partner.

     8.9. Tax Matters Partner.


     (a)  The General Partner is hereby  designated as the "tax matters partner"
          of the  Partnership  (as  defined in the Code) and is  authorized  and
          required to represent the Partnership (at the  Partnership's  expense)
          in connection with all  examinations of the  Partnership's  affairs by
          tax  authorities,  including  resulting  administrative  and  judicial
          proceedings, and to expend Partnership funds for professional services
          and  costs  associated  therewith.   The  Limited  Partners  agree  to
          cooperate with the General Partner and to do or refrain from doing any
          or all things  reasonably  required by the General  Partner to conduct
          such proceedings.  In addition,  each Limited Partner agrees that: (i)
          it will not file a statement under section  6224(c)(3)(B)  of the Code
          prohibiting the tax matters partner from entering into a settlement on
          its behalf with respect to Partnership items; (ii) it will not form or
          become a member of a group of Partners having a 5% or greater interest
          in the profits of the  Partnership  under  section  6223(b)(2)  of the
          Code;  and (iii) the General  Partner is  authorized to file a copy of
          this  Agreement  with the Service  pursuant to section  6224(b) of the
          Code  if  necessary  to  perfect  such  Partner's   waiver  of  rights
          hereunder.

     (b)  As the Tax Matters  Partner,  the General  Partner will give notice to
          all Partners, within 30 days (in advance, unless impossible), of:

     (i)  the receipt by the Partnership of notification from the Service of its
          intent to conduct an audit of the Partnership;

     (ii) the receipt of final Partnership  administrative  adjustments pursuant
          to section 6223 of the Code;

     (iii)any  settlement  by  the  General  Partner  with  the  Service  or any
          settlement  by any other Partner with the Service of which the General
          Partner received notice;

     (iv) notice of the  Partnership's  filing of a petition for judicial review
          of any final Partnership  administrative  adjustment or an appeal of a
          judicial decision;

     (v)  notice  of the  Partnership's  decision  not to  file a  petition  for
          judicial review of any final  Partnership  administrative  adjustment;
          and

     (vi) any other information required by section 6223(g) of the Code.

     (c)  Subject to the limitations  set forth in this  Agreement,  the General
          Partner is authorized to:

(i)                                 enter into a settlement  agreement  with the
                                    Service  with  respect  to any tax  audit or
                                    judicial  review,  in  which  agreement  the
                                    General Partner may expressly state that the
                                    agreement will bind all Partners;

     (ii) file  a  petition  for  judicial  review  of  a  final  administrative
          adjustment pursuant to section 6226 of the Code;

     (iii)intervene  in any action  brought by any other  Partner  for  judicial
          review of a final administrative adjustment;

(iv)                                file  a   request   for  an   administrative
                                    adjustment with the Service at any time and,
                                    if any part of the request is not allowed by
                                    the Service, to file a petition for judicial
                                    review with respect to the request; and

(v)                                 take  any  other  action  on  behalf  of the
                                    Partners or the  Partnership  in  connection
                                    with  any  administrative  or  judicial  tax
                                    proceeding   to  the  extent   permitted  by
                                    applicable law or regulations.

(d)               The  Partnership  shall  reimburse the General Partner for all
                  expenses incurred by it in connection with any  administrative
                  or judicial  proceeding with respect to the tax liabilities of
                  the Partners.

9                                                     ARTICLE

10                                             LIMITED PARTNER MATTERS

10.1     .  Limitation of  Liability.  No Limited  Partner shall be bound by, or
         personally  liable for,  obligations or liabilities of the  Partnership
         beyond the amount of its required  contributions  to the capital of the
         Partnership, and no Limited Partner shall be required to contribute any
         capital to the Partnership in excess of the  contributions for which it
         is personally liable for under Article III.

10.2     . Management.  No Limited Partner shall participate in the operation or
         management of the business of the Partnership, or transact any business
         for or in the name of the  Partnership,  nor shall any Limited  Partner
         have any  right or  power  to sign for or bind the  Partnership  in any
         manner.  The right of a Limited  Partner to  consent to and  approve of
         certain  matters under the  provisions of this  Agreement  shall not be
         deemed a participation  in the operation and management of the business
         of the Partnership,  or the exercise of control over the  Partnership's
         affairs.

10.3     . Consents. Any action requiring the consent or approval of the Limited
         Partners under the provisions of this Agreement  shall be taken only if
         the consent or approval of the requisite  number of Limited Partners is
         evidenced by a written instrument executed by such Limited Partners.

10.4     .        Power of Attorney.
                  -----------------

(a)               Each Limited Partner hereby irrevocably severally appoints and
                  constitutes  the General  Partner,  its successors and assigns
                  hereunder as its true and lawful  attorney-in-fact,  with full
                  power  and  authority,  on its  behalf  and in  its  name,  to
                  execute,   acknowledge,   swear   to,   deliver   and,   where
                  appropriate,  file  in  such  offices  and  places  as  may be
                  required by law:

     (i)  the  Certificate,  and any  amendment  thereto  authorized  under this
          Agreement; and

     (ii) any amendment to this Agreement upon compliance with this Agreement.

(b)               The power of  attorney  granted  by a Limited  Partner  to the
                  General  Partner under  paragraph (a) above is a special power
                  coupled  with  an  interest  and is  irrevocable,  and  may be
                  exercised  by any  Person who at the time of  exercise  is the
                  General  Partner.  Such power of  attorney  shall  survive the
                  death  or  legal  disability  of a  Limited  Partner  and  any
                  Transfer or abandonment of its  Partnership  Interest,  or its
                  withdrawal from the Partnership.

     10.5.Death,  Bankruptcy,  Etc. In no event  shall the death,  incompetency,
          Bankruptcy,  insolvency  or  other  incapacity  of a  Limited  Partner
          operate to dissolve the Partnership.

10.6 . Outside  Activities.  A Limited Partner (which is not an Affiliate of the
     General  Partner) shall not directly or indirectly  own a lithotripter  (or
     any other type of equipment  used for treating  renal stones and/or urinary
     tract  stones).  Prohibited  indirect  ownership  of a  lithotripter  shall
     include the ownership of any interest in a business  venture (through stock
     ownership,  partnership  interest ownership,  or as otherwise determined in
     the sole  discretion  of the  General  Partner)  involving  the  ownership,
     purchase, use or operation of a lithotripter (or similar equipment used for
     treating  renal stones  and/or  urinary tract  stones),  unless the General
     Partner  determines in its sole and absolute  discretion that such activity
     by the Limited  Partner is not  detrimental  to the best  interests  of the
     Partnership.  The Partnership's  sole remedy for a Limited Partner's breach
     of this  Section  5.6 shall be the  purchase  rights  provided  in  Section
     9.1(c).

11                                                    ARTICLE

12                                          ALLOCATIONS AND DISTRIBUTIONS

12.1     .        Allocation of Profits and Losses.
                  --------------------------------

(a)               Profits and Losses for each  Fiscal  Year shall be  determined
                  for  financial  accounting  purposes  in  accordance  with the
                  method of accounting  used for federal income tax purposes and
                  the books and records of the  Partnership.  Except as provided
                  in Sections 6.3, 6.5, 6.6, 6.7 and 6.11(b), Profits and Losses
                  shall be allocated to the Partners pro rata in accordance with
                  their Partnership Interests.

(b)  Notwithstanding anything to the contrary in Section 6.1(a), any item of net
     loss or deduction that is attributable to a Partner  Nonrecourse  Debt must
     be allocated  to the Partner that bears the economic  risk of loss for such
     debt as  determined  under Code  Sections  704 and 752 and the  Regulations
     thereunder.  If more than one Partner bears the economic risk of loss for a
     Partner  Nonrecourse  Debt, any net loss  attributable to such debt must be
     allocated  among such Partners in  accordance  with the ratios in which the
     Partners share the economic risk of loss for such Partner Nonrecourse Debt.

(c)  The Losses allocated pursuant to Section 6.1(a) hereof shall not exceed the
     maximum  amount of Losses  that can be so  allocated  without  causing  any
     Partner  to have an  Adjusted  Capital  Account  Deficit  at the end of any
     Fiscal  Year.  In the event  some but not all of the  Partners  would  have
     Adjusted  Capital  Account  Deficits as a  consequence  of an allocation of
     Losses pursuant to Section 6.1(a), the limitation set forth in this Section
     6.1(c) shall be applied on a Partner by Partner basis so as to allocate the
     maximum    permissible    Losses   to   each    Partner    under    Section
     1.704-1(b)(2)(ii)(d) of the Regulations.

12.2     .  Distributions  of Cash Flow from  Operations.  The  General  Partner
         shall,  in its sole discretion and to the extent  sufficient  funds are
         available,  distribute Cash Flow from Operations from time to time, but
         at  least  annually.   Notwithstanding  the  frequency  or  amounts  of
         distributions, Cash Flow shall be distributed as follows:

(a)               First,  to the  Partners  pro rata in  accordance  with  their
                  respective  Unreturned  Capital  Contributions in such amount,
                  and until  such time,  as each  Partner's  Unreturned  Capital
                  Contributions have been reduced to zero; and

(b)  Thereafter,  to the Partners pro rata in accordance with their  Partnership
     Interests.

12.3     . Allocation of Net Gains from Capital Transactions and Net Losses from
         Capital  Transactions.  Except as otherwise  provided in Sections  6.5,
         6.6,  6.7 and  6.11(b),  Net Gains from  Capital  Transactions  and Net
         Losses from  Capital  Transactions  recognized  by the  Partnership  in
         accordance  with the method of accounting  and the books and records of
         the Partnership as in effect from time to time upon the occurrence of a
         Capital  Transaction  shall be allocated to the Partners,  prior to any
         distributions of Cash Flow attributable thereto, as set forth below.

(a)  Net Gains from Capital Transactions shall be allocated as follows:

(i)                                 First,  to the Partners with deficit Capital
                                    Account balances pro rata in accordance with
                                    such  deficit  balances in an amount to each
                                    such Partner  until such  Partner's  deficit
                                    balance has been reduced to zero;

(ii)                                Next,  to the Partners in the  proportion of
                                    the  difference   between  their  Unreturned
                                    Capital  Contributions  less  their  Capital
                                    Account  balance until the credit balance of
                                    each Partner's  Capital Account,  if any, is
                                    equal to such Partner's  Unreturned  Capital
                                    Contributions;

(iii)                               Next,  to the  Partners  in such  amounts as
                                    necessary  to cause  their  Capital  Account
                                    balances,  in  excess  of  their  Unreturned
                                    Capital Contributions, to be in the ratio of
                                    their Partnership Interests; and

(iv) Thereafter, to the Partners in accordance with their Partnership Interests.

(b)  Net Losses from Capital Transactions shall be allocated as follows:

(i)                                 First,  to  the  Partners  with  a  positive
                                    balance in their Capital  Accounts in excess
                                    of their Unreturned  Capital  Contributions,
                                    in  the  ratio  of  such   excess   positive
                                    balances,   in  such  amounts  necessary  to
                                    reduce each such Partner's  positive Capital
                                    Account  balance  to an amount  equal to its
                                    Unreturned Capital Contributions;

(ii)                                Next, to the Partners with positive balances
                                    in their  Capital  Accounts  pro rata in the
                                    ratio of such positive balances,  in amounts
                                    equal to such positive balances; and

(iii)                      Thereafter, to the General Partner.

12.4 . Distributions of Cash Flow from a Major Capital Event.  Cash Flow arising
     from a Major  Capital  Event  shall be  distributed  within 60 days of such
     event as follows:

(a)               First,  to the  Partners  pro rata in  accordance  with  their
                  respective  Unreturned  Capital  Contributions in such amount,
                  and until  such time,  as each  Partner's  Unreturned  Capital
                  Contributions have been reduced to zero; and

(b)  Thereafter,  to the Partners pro rata in accordance with their  Partnership
     Interests.

12.5 . Special  Allocations.  The following special allocations shall be made in
     the following order:

(a)  Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f)
     of the Regulations,  notwithstanding any other provision of this Section 6,
     if  there  is a  net  decrease  in  Partnership  Minimum  Gain  during  any
     Partnership Fiscal Year, each Partner shall be specially allocated items of
     Partnership  income  and gain for such  Fiscal  Year  (and,  if  necessary,
     subsequent  Fiscal Years) in an amount equal to such Partner's share of the
     net decrease in  Partnership  Minimum Gain,  determined in accordance  with
     Regulations  Section  1.704-2(g).  Allocations  pursuant  to  the  previous
     sentence shall be made in proportion to the respective  amounts required to
     be allocated to each Partner pursuant thereto. The items to be so allocated
     shall  be  determined  in  accordance  with  Sections   1.704-2(f)(6)   and
     1.704-2(j)(2) of the Regulations. This Section 6.5(a) is intended to comply
     with the minimum gain chargeback  requirement in Section  1.704-2(f) of the
     Regulations and shall be interpreted consistently therewith.

(b)  Partner Minimum Gain  Chargeback.  Except as otherwise  provided in Section
     1.704-2(i)(4)  of the Regulations,  notwithstanding  any other provision of
     this Section 6.5, if there is a net  decrease in Partner  Nonrecourse  Debt
     Minimum  Gain  attributable  to  a  Partner  Nonrecourse  Debt  during  any
     Partnership  Fiscal  Year,  each  Partner  who has a share  of the  Partner
     Nonrecourse  Debt Minimum  Gain  attributable  to such Partner  Nonrecourse
     Debt,   determined  in  accordance   with  Section   1.7042(i)(5)   of  the
     Regulations,  shall be specially  allocated items of Partnership income and
     gain for such Fiscal Year (and, if necessary,  subsequent  Fiscal Years) in
     an amount  equal to such  Person's  share of the net  decrease  in  Partner
     Nonrecourse  Debt Minimum  Gain  attributable  to such Partner  Nonrecourse
     Debt,  determined in accordance  with  Regulations  Section  1.704-2(i)(4).
     Allocations  pursuant to the previous  sentence shall be made in proportion
     to the respective amounts required to be allocated to each Partner pursuant
     thereto.  The items to be so allocated  shall be  determined  in accordance
     with Sections  1.704-2(i)(4)  and  1.704-2(j)(2) of the  Regulations.  This
     Section  6.5(b) is  intended to comply  with the  minimum  gain  chargeback
     requirement  in  Section  1.704-2(i)  (4) of the  Regulations  and shall be
     interpreted consistently therewith.

(c)  Qualified Income Offset. In the event any Partner unexpectedly receives any
     adjustments, allocations, or distributions described in Regulations Section
     1.704-1(b)(2)(ii)(d)(4),  Regulations Section  1.704-1(b)(2)(ii)(d)(5),  or
     Regulations  Section  1.704-1(b)(2)(ii)(d)(6),  items of Partnership income
     and gain shall be specially allocated to each such Partner in an amount and
     manner sufficient to eliminate,  to the extent required by the Regulations,
     the  Adjusted  Capital  Account  Deficit  of such  Partner  as  quickly  as
     possible, provided that an allocation pursuant to this Section 6.5(c) shall
     be made if and only to the extent that such Partner  would have an Adjusted
     Capital  Account Deficit after all other  allocations  provided for in this
     Section 6 have been  tentatively made as if this Section 6.5(c) were not in
     the Agreement.

(d)  Gross Income  Allocation.  In the event any Partner has an Adjusted Capital
     Account  Deficit at the end of any Fiscal Year,  each such Partner shall be
     specially  allocated items of Partnership  income and gain in the amount of
     such excess as quickly as possible, provided that an allocation pursuant to
     this  Section  6.5(d)  shall be made if and only to the  extent  that  such
     Partner would have an Adjusted  Capital  Account  Deficit in excess of such
     sum after all other  allocations  provided  for in this Section 6 have been
     tentatively  made as if this Section  6.5(d) and Section 6.5(c) hereof were
     not in the Agreement.

(e)               Partner  Nonrecourse   Deductions.   Any  Partner  Nonrecourse
                  Deductions for any Fiscal Year shall be specially allocated to
                  the Partner who bears the  economic  risk of loss with respect
                  to  the  Partner   Nonrecourse  Debt  to  which  such  Partner
                  Nonrecourse  Deductions are  attributable  in accordance  with
                  Regulations Section 1.704-2(i)(1).

(f)  Section 754  Adjustment.  To the extent an  adjustment  to the adjusted tax
     basis of any  Partnership  asset  pursuant to Code  Section  734(b) or Code
     Section   743(b)   is   required,    pursuant   to   Regulations    Section
     1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b) (2)(iv)(m)(4), to
     be taken into account in  determining  Capital  Accounts as the result of a
     distribution  to a Partner in complete  liquidation  of his interest in the
     Partnership, the amount of such adjustment to the Capital Accounts shall be
     treated as an item of gain (if the  adjustment  increases  the basis of the
     asset) or loss (if the  adjustment  decreases  such basis) and such gain or
     loss shall be specially  allocated to the Partners in accordance with their
     interests  in  the  Partnership  in  the  event  that  Regulations  Section
     1.704-1(b)(2)(iv)(m)(2)   applies,   or  to  the   Partners  to  whom  such
     distribution   was   made   in   the   event   that   Regulations   Section
     1.7041(b)(2)(iv)(m)(4) applies.

(g)  Offering Expenses. Offering Expenses for any Fiscal Year shall be specially
     allocated to the Partners in  proportion  to their  Partnership  Interests,
     provided  that, if additional  Partners are admitted to the  Partnership on
     different dates, all Offering  Expenses shall be divided among the Partners
     from time to time so that, to the extent possible,  the cumulative Offering
     Expenses allocated with respect to each Partnership Interest at any time is
     the same amount. In the event the General Partner shall determine that such
     result is not likely to be achieved through future  allocations of Offering
     Expenses,  the General  Partner may allocate  other items of income,  gain,
     deduction, or loss so as to achieve the same effect on the Capital Accounts
     of the Partners.

12.6     . Curative  Allocations.  The allocations set forth in Sections 6.1(c),
         6.5(a),   6.5(b),  6.5(c),  6.5(d),  6.5(e),  and  6.5(f)  hereof  (the
         "Regulatory   Allocations")   are   intended  to  comply  with  certain
         requirements of the Regulations. It is the intent of the Partners that,
         to the extent  possible,  all  Regulatory  Allocations  shall be offset
         either with other Regulatory Allocations or with special allocations of
         other items of Partnership income, gain, loss, or deduction pursuant to
         this Section 6.6.  Therefore,  notwithstanding  any other  provision of
         this  Section 6 (other than the  Regulatory  Allocations),  the General
         Partner shall make such offsetting  special  allocations of Partnership
         income,  gain,  loss,  or  deduction in whatever  manner it  determines
         appropriate so that,  after such offsetting  allocations are made, each
         Partner's Capital Account balance is, to the extent possible,  equal to
         the  Capital  Account  balance  such  Partner  would  have  had  if the
         Regulatory   Allocations  were  not  part  of  the  Agreement  and  all
         Partnership  items  were  allocated  pursuant  to  Sections  6.1(a) and
         6.5(g).  In  exercising  its  discretion  under this  Section  6.6, the
         General Partner shall take into account future  Regulatory  Allocations
         under  Sections  6.5(a) and 6.5(b)  that,  although  not yet made,  are
         likely to offset other  Regulatory  Allocations  previously  made under
         Sections 6.5(f).

12.7     . Section 704(b)  Limitation.  Notwithstanding  any other  provision of
         this Agreement to the contrary,  no allocation of any item of income or
         loss  shall be made to a  Partner  if such  allocation  would  not have
         "economic   effect"   pursuant   to   Treasury    Regulation    Section
         1.704-1(b)(2)(ii)  or otherwise be in  accordance  with its interest in
         the  Partnership  within the  meaning of Treasury  Regulation  Sections
         1.704-1(b)(3)  and 1.704-2.  To the extent an allocation cannot be made
         to a  Partner  due  to  the  application  of  this  Section  6.7,  such
         allocation shall be made to the other Partners  entitled or required to
         receive such allocation hereunder.

12.8              .        Distributions Upon Liquidation of Partnership.
                           ---------------------------------------------

(a)               Upon   liquidation  of  the  Partnership  the  assets  of  the
                  Partnership shall be distributed no later than the later of 90
                  days  after  the  date of such  liquidation  or the end of the
                  Partnership's taxable year in which the liquidation occurs and
                  shall be applied in the following order of priority:

(i)  To the  payment  of debts and  liabilities  of the  Partnership  (including
     amounts owed to Partners or former Partners) and expense of liquidation;

(ii)                       Unless  inconsistent with Treasury Regulation Section
                           1.704-1(b)(2)(ii)(b),  or any successor provision, to
                           set up any reserves  which the General  Partner deems
                           reasonably  necessary  for  contingent  or unforeseen
                           liabilities or obligations of the Partnership arising
                           out of or in  connection  with  the  business  of the
                           Partnership; and

(iii)                      After  all  Capital   Account   adjustments  for  the
                           Partnership's  taxable year in which the  liquidation
                           occurs  (including  without  limitation   adjustments
                           required    under   Treasury    Regulation    Section
                           1.704-1(b)(2)(iv)(e),  relating to  distributions  in
                           kind),  to  the  Partners  in  accordance  with  each
                           Partner's positive Capital Account balance.

12.9     .  Liquidation  of  Partner's  Partnership  Interest.   Except  as  may
         otherwise  be required in this  Agreement,  if a Partner's  Partnership
         Interest is to be liquidated,  liquidating  distributions shall be made
         in  accordance  with  the  positive  Capital  Account  balance  of such
         Partner,  as determined  after taking into account all Capital  Account
         adjustments  for the  Partnership's  taxable  year  during  which  such
         liquidation occurs, by the end of the taxable year, or if later, within
         ninety  (90) days after the date of such  liquidation.  If a  Partner's
         Partnership  Interest is to be  liquidated,  it has a negative  Capital
         Account  balance  and it is  obligated  to  restore  some or all of its
         negative Capital Account upon  liquidation of the Partnership  pursuant
         to Section 3.7, then such Partner shall, by the end of the taxable year
         or,  if  earlier,   within  ninety  (90)  days  of  the  date  of  such
         liquidation,  contribute  cash to the Partnership in an amount equal to
         its  negative  Capital  Account or such  lesser  amount as  provided in
         Section 3.7. Where a Partner's Partnership Interest is to be liquidated
         by a series of distributions, such Partner's Partnership Interest shall
         not be  considered  liquidated  until the final  distribution  has been
         made.  For purposes of this Section 6.9, a  liquidation  of a Partner's
         Partnership  Interest  means the  termination  of the Partner's  entire
         Partnership   Interest  by  means  of  a  distribution   or  series  of
         distributions to the Partner by the Partnership.

12.10             .        In-Kind Distributions.
                           ---------------------

(a)               Prior to a distribution of property (other than cash and other
                  than in complete liquidation of the Partnership or a Partner's
                  Partnership  Interest),  the Capital  Accounts of the Partners
                  shall  be   adjusted  to  reflect  the  manner  in  which  the
                  unrealized  income,  gain, loss and deduction inherent in such
                  property  (that  has  not  previously  been  reflected  in the
                  Capital  Accounts),  would be allocated  among the Partners if
                  there were a taxable  disposition  of the property on the date
                  of distribution.

(b)  If the  distribution  of  property  (other  than  cash) is to a Partner  in
     complete   liquidation  of  the  Partner's   Partnership   Interest  or  in
     liquidation of the  Partnership,  prior to such  distribution,  the Capital
     Accounts  of all the  Partners  shall be  adjusted to reflect the manner in
     which the unrealized  income,  gain, loss and deduction inherent in all the
     Partnership's  property  (that has not  previously  been  reflected  in the
     Capital  Accounts)  would be  allocated  among the  Partners if there was a
     taxable  disposition  of all such  property on the date of the  liquidating
     distribution.

(c)  If any assets of the  Partnership  are distributed to the Partners in kind,
     the Partners shall own and hold the same as tenants in common.

12.11             .        Additional Tax Allocation Provisions.
                           ------------------------------------

(a)               For income tax purposes,  allocations  of income and loss (and
                  items thereof) shall be made in accordance  with the foregoing
                  allocations of income, gain and loss for financial purposes.

(b)  Notwithstanding anything to the contrary contained herein, items of income,
     gain,  loss and  deduction  with  respect  to  property,  other  than cash,
     contributed  to  the  Partnership  by a  Partner  or  with  respect  to  an
     adjustment to the Partners'  Capital  Accounts to reflect a revaluation  of
     the Partnership Assets, shall be allocated among the Partners so as to take
     into  account  the  variation  between  the  basis of the  property  to the
     Partnership  and its fair market value at the time of  contribution  or, in
     the case of a revaluation of the Partnership  Assets, the variation between
     the basis of the Partnership  Assets to the Partnership and its fair market
     value as of the date of  revaluation,  as provided in Section 704(c) of the
     Code  and   Regulations   thereunder  and  Treasury   Regulations   Section
     1.704-1(b)(2)(iv)(g).

(c)  As between a Partner  who has  transferred  all or part of its  Partnership
     Interest and its transferee, all items of income, gain, deduction and loss,
     for any year  shall be  apportioned  on the basis of the  number of days in
     each  such  year that  each was the  holder  of such  Partnership  Interest
     (making any adjustments  necessary to comply with the provisions of Section
     706(d)(2) of the Code),  without regard to the results of the Partnership's
     operations  during the period  before and after the date of such  transfer,
     provided  that if both the  transferor  and  transferee  consent  thereto a
     special  closing of the books shall be had as of the effective date of such
     transfer and the  apportionment  of items of income and gain, and deduction
     and  loss,  shall  be  made  on the  basis  of  actual  operating  results.
     Notwithstanding  the above,  gain or loss  resulting  from a Major  Capital
     Event or a Liquidating  Event shall be allocated  only to those persons who
     are Partners as of the date on which such transaction is consummated.

13                                                        ARTICLE

14                                                     FISCAL MATTERS

14.1     . Books and Records.  The General  Partner  shall keep,  or cause to be
         kept, at the expense of the  Partnership,  full and accurate  books and
         records of all  transactions  of the  Partnership  in  accordance  with
         accepted accounting principles,  consistently applied. Among such books
         and records the General Partner shall keep:

(a)                        A current list of the following items:

(i)  the name and mailing  address of each Partner,  separately  identifying  in
     alphabetical order the General Partner and the Limited Partners;

(ii) the last known street  address of the business or residence of each General
     Partner;

(iii)                      the Partnership Interest of each Partner; and

(b)  Copies of the Partnership's  federal,  state and local tax returns for each
     of the Partnership's six most recent tax years;

(c)               A copy of this Agreement, the Certificate,  all amendments and
                  restatements,  executed copies of any powers of attorney under
                  which  this  Agreement,   the  Certificate  and  any  and  all
                  amendments or restatements thereto have been executed.  All of
                  such books and records shall,  at all times,  be maintained at
                  the  principal  place of business of the  Partnership  and the
                  Limited Partners and their agents and attorneys shall have the
                  right to inspect and copy any of them,  at their own  expense,
                  during normal business hours.

14.2     . Reports and Statements. Within ninety (90) days after the end of each
         Year of the Partnership,  the General Partner shall send to each person
         who was a  Limited  Partner  at any  time  during  such  year  such tax
         information, including without limitation, federal tax Schedule K-1, as
         shall be reasonably necessary for the preparation by such person of his
         federal income tax return.

14.3     . Audit. A Majority in Interest of the Limited  Partners may require an
         audit of the books and records of the  Partnership  to be  conducted at
         any time (but not more frequently  than once each calendar  year).  Any
         such audit so required  shall be  conducted  by auditors  selected by a
         Majority  in  Interest  of the  Limited  Partners at the expense of the
         Partnership.

14.4     . Tax  Returns.  The General  Partner  shall  cause to be prepared  and
         delivered to the Partners on or before  seventy-five days following the
         end of each Fiscal Year, at the expense of the Partnership, all federal
         and any required state and local income tax returns for the Partnership
         for the preceding Fiscal Year. If the Partnership's  income tax returns
         are audited,  the General  Partner shall retain,  at the expense of the
         Partnership,   lawyers,   accountants   and  other   professionals   to
         participate  in such  audit  in  order  to  contest  assertions  by the
         auditing agent that may be materially adverse to the Partners.

14.5     . Bank Accounts.  The General Partner,  in the name of the Partnership,
         shall open and maintain a special bank account or accounts in a bank or
         savings and loan  association,  the deposits of which are insured by an
         agency of the United States government, in which shall be deposited all
         funds  of  the  Partnership.  There  shall  be no  commingling  of  the
         Partnership Assets with the property and assets of any other Person.

14.6 . Tax Elections. The General Partner shall determine all federal income tax
     elections available to the Partnership.

                                   15 ARTICLE

                   TRANSFERS OF GENERAL PARTNERSHIP INTEREST;

                      16 ADMISSION OF SUBSTITUTE PARTNERS

16.1              .        Restriction on Transfers by the General Partner.
                           -----------------------------------------------

(a)               All  or  part  of  a  general  Partnership   Interest  may  be
                  Transferred by the General Partner only with the prior written
                  approval of a Majority in Interest of the Limited Partners.

(b)               The  General  Partner  shall have the right and power,  at any
                  time and from time to time  without  the  consent of any other
                  Partner, to Transfer limited Partnership Interests.

16.2                       Admission of General Partner.
                           ----------------------------

                  A transferee of all or part of a general Partnership  Interest
         may be  admitted  to the  Partnership  as a general  partner  only upon
         providing to the General Partner all of the following:

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

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

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

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

(e)  such other  documents or  instruments as may be required in order to effect
     its admission as a general partner; and

(f)  payment of such  reasonable  expenses as may be incurred in connection with
     its admission as a general partner.


16.3              .        Restrictions on Transfers by Limited Partners.
                           ---------------------------------------------

(a)      All or part of a Partnership  Interest may be  transferred by a Limited
         Partner only with the prior written approval of the General Partner and
         a Majority in Interest of the Limited  Partners,  which approval may be
         granted or denied in the sole  discretion of the Partners.  In no event
         may a Partnership Interest be transferred if such Transfer would result
         in a termination of the  Partnership  under Code Section 708, nor may a
         Partnership  Interest  be  transferred  to a  "tax-exempt  entity"  (as
         defined in Code Section 168(h)) which would effect the method or manner
         in which the Partnership may depreciate Partnership Assets.

(b)      A transfer of a Partnership  Interest may be made only if, prior to the
         date  thereof,   the  Partnership   receives  an  opinion  of  counsel,
         satisfactory in form and substance to the General Partner, that neither
         the  offering  nor the  proposed  transfer  will violate any Federal or
         applicable  state  securities  law or  regulations,  will  prevent  the
         Partnership from being entitled to use any method of depreciation which
         the  Partnership  might otherwise be entitled to use, or will adversely
         affect the  status of the  Partnership  as a  partnership  for  Federal
         income tax purposes.

16.4 Admission  of  Limited  Partners.  A  transferee  of  a  Limited  Partner's
     Partnership  Interest  may be  admitted  to the  Partnership  as a  Limited
     Partner only upon furnishing to the General Partner all of the following:

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

(b)               acceptance,  in a form satisfactory to the General Partner, of
                  all the terms and  conditions of this  Agreement and any other
                  documents  required in  connection  with the  operation of the
                  Partnership pursuant to the terms of this Agreement;

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

(d)  payment of such  reasonable  expenses as may be incurred in connection with
     his admission as a Limited Partner.

         Provided,  however,  the General  Partner shall have the right to admit
         Persons  as  Limited  Partners  in the  event  of a  Dilution  Offering
         pursuant to Article X.

16.5     . Cost of Transfers.  The transferor  and, if it fails or refuses to do
         so, then the transferee,  of any  Partnership  Interest shall reimburse
         the  Partnership  for all costs incurred by the  Partnership  resulting
         from any Transfer.

16.6     . Effect of Attempted  Disposition in Violation of this Agreement.  Any
         attempted  Transfer  of any  Partnership  Interest  in  breach  of this
         Agreement shall be null and void and of no effect whatsoever.

16.7     Rights of Transferee.  Unless admitted to the Partnership in accordance
         with  Section  8.3 or Section  8.5,  the  transferee  of a  Partnership
         Interest or a part thereof  shall not be entitled to any of the rights,
         powers,  or privileges of his  predecessor in interest,  except that he
         shall be  entitled  to receive  and be  credited  or  debited  with his
         proportionate  share of Partnership  income,  gains,  profits,  losses,
         deductions, credits or distributions.

16.8 Amendment of Certificate of Limited Partnership and Qualification.


                  The  General  Partner  shall  take  all  steps  necessary  and
         appropriate to prepare and record any amendments to the Certificate, as
         may be  necessary or  appropriate  from time to time to comply with the
         requirements  of the  Act,  including,  without  limitation,  upon  the
         admission to the  Partnership  of any general  partner  pursuant to the
         provisions of Section 8.3, and may for this purpose  exercise the power
         of attorney  delivered to the General Partner  pursuant to Section 8.3,
         Section 8.5 or Section 5.4. In addition, the General Partner shall take
         all steps  necessary and  appropriate to prepare and record any and all
         documents  necessary  to qualify  the  Partnership  to do  business  in
         jurisdictions where the Partnership is doing business, and may for this
         purpose exercise the power of attorney delivered to the General Partner
         pursuant to Section 8.3, Section 8.5 or Section 5.4.

                                   17 ARTICLE

                   PURCHASE AND SALE OF A PARTNERSHIP INTEREST

18

18.1 . Optional  Purchase of  Partnership  Interest  from Limited  Partners upon
     Certain Events.


(a)  Death. Upon the death of a Limited Partner,  the deceased Limited Partner's
     executor,  administrator,  or other legal or personal  representative shall
     give written notice of that fact to the Partnership.  The Partnership shall
     have  the  option  to  purchase  at the  Closing  (as  defined  below)  the
     Partnership  Interest of the  deceased  Limited  Partner  (whose  executor,
     administrator or other legal or personal  representative  shall then become
     obligated to sell such Partnership Interest) at the price determined in the
     manner  provided in Section  9.1(f) of this  Agreement and on the terms and
     conditions provided in Section 9.2 of this Agreement. The Partnership shall
     have a period of thirty (30) days following the date of notice of the death
     of the Limited  Partner  (the  "Option  Period")  within which to notify in
     writing the deceased  Limited  Partner's  executor,  administrator or other
     legal  or  personal  representative,  whether  the  Partnership  wishes  to
     purchase  all or a portion  of the  Partnership  Interest  of the  deceased
     Limited  Partner.  If the Partnership does not elect to purchase all of the
     Partnership  Interest of the deceased Limited Partner before the expiration
     of the Option Period and in the manner provided herein,  the portion of the
     Partnership  Interest not purchased  shall be held by the deceased  Limited
     Partner's executor, administrator or other legal representative pursuant to
     the terms of this Agreement. The Partnership,  in its sole discretion,  may
     elect to assign  its  rights to  purchase  the  Partnership  Interest  of a
     deceased  Limited  Partner under this Section 9.1(a) to the General Partner
     and,  in such case,  the  General  Partner  shall  have the same  rights as
     provided for the Partnership under this Section 9.1(a).

(b)  Bankruptcy,  Insolvency or Assignment for Benefit of Creditors of a Limited
     Partner. In the event that an involuntary or voluntary proceeding under the
     Federal  Bankruptcy  Code, as amended,  is filed for or against any Limited
     Partner, or if any Limited Partner shall make an assignment for the benefit
     of his  creditors,  or if any Limited  Partner has a receiver or  custodian
     appointed for his assets, or any Limited Partner generally fails to pay his
     debts when due, the insolvent  Limited  Partner  shall give written  notice
     (the "Notice of Insolvency") to the Partnership of the  commencement of any
     such  proceeding  or the  occurrence  of such event within five days of the
     first notice to him of such  commencement or occurrence of such event.  The
     Partnership  shall have the option to  purchase  at the Closing (as defined
     below) the Partnership Interest of the insolvent Limited Partner (which the
     insolvent  Limited  Partner or his  trustee,  custodian,  receiver or other
     personal  or legal  representative,  as the case may be,  shall then become
     obligated  to sell) at the  price  determined  in the  manner  provided  in
     Section 9.1(f) of this  Agreement and on the terms and conditions  provided
     in Section 9.2 of this Agreement.  The  Partnership  shall have a period of
     thirty  (30)  days  following  the date of the  Notice of  Insolvency  (the
     "Option  Period")  within which to notify in writing the insolvent  Limited
     Partner or his  trustee,  custodian,  receiver,  or other legal or personal
     representative, whether the Partnership wishes to purchase all or a portion
     of the  Partnership  Interest  of the  insolvent  Limited  Partner.  If the
     Partnership  does not elect to purchase all of the Partnership  Interest of
     the insolvent  Limited  Partner  before the expiration of the Option Period
     and in the manner provided herein, the portion of the Partnership  Interest
     not purchased shall be held by the insolvent Limited Partner,  his trustee,
     custodian,  receiver or other legal or personal  representative pursuant to
     the terms of this Agreement. The Partnership,  in its sole discretion,  may
     elect to assign its  rights to  purchase  the  Partnership  Interest  of an
     insolvent  Limited Partner under this Section 9.1(b) to the General Partner
     and,  in such case,  the  General  Partner  shall  have the same  rights as
     provided for the Partnership under this Section 9.1(b).

(c)  Breach of Section 5.6. In the event the  Partnership  receives  notice of a
     breach  of  Section  5.6 by or  with  respect  to a  Limited  Partner  (the
     "Defaulting  Limited  Partner"),  the  Partnership  may elect,  in its sole
     discretion,  to treat such  event as a default  under  this  Agreement  and
     enforce the provisions of this Section 9.1(c). If the Partnership elects to
     enforce the provisions of this Section 9.1(c),  the Partnership  shall give
     written notice of such election (the "Notice of Default") to the Defaulting
     Limited Partner.  The Partnership  shall have the option to purchase at the
     Closing (as defined below) the Partnership  Interest of the Limited Partner
     (which the  Limited  Partner  shall then become  obligated  to sell) at the
     price determined in the manner provided in Section 9.1(f) of this Agreement
     and on the terms and conditions  provided in Section 9.2 of this Agreement.
     The Partnership  shall have a period of thirty (30) days following the date
     it sends the Notice of Default (the "Option Period") within which to notify
     in writing the Defaulting  Limited Partner,  whether the Partnership wishes
     to purchase all or a portion of the Partnership  Interest of the Defaulting
     Limited  Partner.  If the Partnership does not elect to purchase all of the
     Partnership   Interest  of  the  Defaulting   Limited  Partner  before  the
     expiration  of the Option  Period and in the manner  provided  herein,  the
     portion of the  Partnership  Interest  not  purchased  shall be held by the
     Defaulting  Limited Partner  pursuant to the terms of this  Agreement.  The
     Partnership,  in its sole  discretion,  may elect to assign  its  rights to
     purchase the  Partnership  Interest of a Defaulting  Limited  Partner under
     this Section  9.1(c) to the General  Partner and, in such case, the General
     Partner  shall have the same rights as provided for the  Partnership  under
     this Section 9.1(c).

(d)  Incompetency. If any Limited Partner shall be adjudicated incompetent in an
     appropriate  judicial proceeding,  the legal or personal  representative of
     the   incompetent   Limited  Partner  shall  give  written  notice  to  the
     Partnership of the occurrence of such event (the "Notice of Incompetency").
     The  Partnership  shall  have the option to  purchase  at the  Closing  (as
     defined below) the Partnership  Interest of the Limited Partner adjudicated
     incompetent  (which the  Limited  Partner  shall then become  obligated  to
     sell), at the price  determined in the manner provided in Section 9.1(c) of
     this Agreement and on the terms and  conditions  provided in Section 9.2 of
     this  Agreement.  The  Partnership  shall have a period of thirty (30) days
     following  the date of the Notice of  Incompetency  (the  "Option  Period")
     within  which to notify in writing  the  Limited  Partner  involved  in the
     Domestic  Proceeding,  whether the Partnership  wishes to purchase all or a
     portion  of the  Partnership  Interest  of  such  Limited  Partner.  If the
     Partnership  does not elect to  purchase  the  Partnership  Interest of the
     Limited Partner adjudicated incompetent before the expiration of the Option
     Period and in the manner  provided  herein,  the portion of the Partnership
     Interest   not   purchased   shall  be  held  by  the  legal  or   personal
     representative  of such  Limited  Partner  pursuant  to the  terms  of this
     Agreement. The Partnership, in its sole discretion, may elect to assign its
     rights  to  purchase  the  Partnership  Interest  of  the  Limited  Partner
     adjudicated  incompetent  under this Section 9.1(d) to the General  Partner
     and,  in such case,  the  General  Partner  shall  have the same  rights as
     provided for the Partnership under this Section 9.1(d).

(e)  Divestiture  Option. If state or federal regulations or laws are enacted or
     applied, or if any other legal developments occur, which, in the opinion of
     the General Partner adversely affect (or potentially  adversely affect) the
     operation  of the  Partnership  (e.g.,  the  enactment  or  application  of
     prohibitory physician self-referral  legislation against the Partnership or
     its  Partners),  the General  Partner shall  promptly  either,  in its sole
     discretion,  (i) take the steps  outlined in this Section  9.1(e) to divest
     the Limited Partners of their  Partnership  Interest,  or (ii) dissolve the
     Partnership.  If the General Partner chooses option (i), it shall deliver a
     written  notice to all of the Limited  Partners  (the "Notice of Election")
     and purchase such  Partnership  Interest for its own account.  The purchase
     price to be paid for the  Partnership  Interest  shall be determined in the
     manner  as  provided  in  Section  9.1(f)  and  shall be on the  terms  and
     conditions  as provided in Section  9.2.  The  transfer of the  Partnership
     Interest and the payment of the purchase price Limited  Partners'  shall be
     made at such time as  determined  by the General  Partner to be in the best
     interests of the Partnership and its Limited Partners. Each Limited Partner
     hereby makes, constitutes and appoints the General Partner, with full power
     of substitution, his true and lawful attorney-in-fact, to take such actions
     and  execute  such  documents  on his behalf to effect the  transfer of his
     Partnership  Interest as provided in this  Section  9.1(e).  The  foregoing
     power of  attorney  shall not be  affected  by the  subsequent  incapacity,
     mental incompetence, dissolution or bankruptcy of any Limited Partner.

(f)  Purchase Price. The purchase price to be paid for the Partnership  Interest
     of any Limited  Partner whose interest is being  purchased  pursuant to the
     provisions of Sections 9.1(a) - (e) (the "Retiring  Limited Partner") shall
     be determined in the manner provided in this Section  9.1(f).  The purchase
     price for the Partnership  Interest purchased pursuant to the provisions of
     Section  9.1(a)  shall be an amount equal to one and one-half (1 1/2) times
     the aggregate  distributions made with respect to such Partnership Interest
     pursuant  to  Section  6.2  during the  twelve-month  period  ending on the
     Valuation Date (as defined  below);  provided,  however,  that the purchase
     price shall not exceed the fair market value of the  Partnership  Interest.
     The purchase price for the Partnership  Interest  purchased pursuant to the
     provisions  of  Sections  9.1(b)  - (e)  shall  be an  amount  equal to the
     Retiring Limited Partner's share of the  Partnership's  book value, if any,
     as  reflected  by the  Capital  Account  of the  Retiring  Limited  Partner
     (unadjusted for any  appreciation  in Partnership  assets and as reduced by
     depreciation  deductions claimed by the Partnership for tax purposes).  The
     determination  of the Retiring  Limited  Partner's  Capital  Account on the
     Valuation Date (as defined below) shall be made by the  Partnership's  firm
     of certified  public  accountants  (the  "Partnership  Accountant")  upon a
     review of the Partnership books of account, and a formal audit is expressly
     waived.  The statement of the  Partnership  Accountant  with respect to the
     Capital Account of the Retiring Limited Partner on the Valuation Date shall
     be binding and conclusive upon the Partnership, the purchasing Partners and
     the Retiring  Limited  Partner and his  executor,  administrator,  trustee,
     custodian,  receiver  or  other  personal  or  legal  representative.   The
     "Valuation Date" means the last day of the month immediately  preceding the
     month in which occurs: (i) the death of a Retiring Limited Partner,  in the
     case of a purchase by reason of death; (ii) the bankruptcy or insolvency of
     a Retiring  Limited  Partner,  in the case of a purchase  by reason of such
     bankruptcy  or  insolvency;  (iii)  breach of Section  5.6 as  provided  in
     Section 9.1(c) in the case of a purchase by reason thereof; (iv) the Notice
     of Incompetency as provided in Section 9.1(c), in the case of a purchase by
     reason  thereof;  (v) the Notice of Election as provided in Section 9.1(e),
     in the case of a purchase  by reason  thereof.  Any Limited  Partner  whose
     Partnership  Interest is purchased  pursuant to the  provisions  of Section
     9.1(a) - (e) shall be entitled  only to the  purchase  price which shall be
     paid at the Closing in cash (or by certified or cashier's  check) and shall
     not be entitled to any Partnership  distributions  made after the Valuation
     Date. The transfer of Partnership  Interest of a Retiring  Limited  Partner
     shall be deemed to occur as of the Valuation Date and the Retiring  Limited
     Partner  shall have no voting or other  rights as a Limited  Partner  after
     such  date.   The  purchaser   shall  be  entitled  to  any   distributions
     attributable to the  transferred  interest after the Valuation Date and the
     Partnership  shall  have  the  right  to  deduct  the  amount  of any  such
     distributions made to the Retiring Limited Partner after the Valuation Date
     from the purchase price.

                           9.2      Closing.
                                    -------

                           (a) Closing of Purchase and Sale.  The Closing of any
                  purchase and sale of Partnership Interest pursuant to Sections
                  9.1(a)  - (e)  of  this  Agreement  shall  take  place  at the
                  principal  office  of the  Partnership,  or such  other  place
                  designated by the General  Partner,  on the date determined as
                  follows (the "Closing"):

                           (i) In the case of a purchase  and sale  occurring by
                  reason  of the  death of a  Limited  Partner  as  provided  in
                  Section 9.1(a) of this Agreement, the Closing shall be held on
                  the thirtieth day (or if such  thirtieth day is not a business
                  day, the next business day  following the thirtieth  day) next
                  following the last to occur of

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

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

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

                           (ii) In the case of a purchase and sale  occurring by
                  reason of the  occurrence  of one of the events  described  in
                  Sections 9.1(b) - (d) of this Agreement,  the Closing shall be
                  held on the thirtieth  day (or if such  thirtieth day is not a
                  business  day, the next  business day  following the thirtieth
                  day) next following the later to occur of:

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

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

                  At the Closing, although not necessary to effect the transfer,
                  the Retiring  Limited Partner shall  concurrently  with tender
                  and receipt of the applicable  purchase price,  deliver to the
                  purchaser   duly   executed   instruments   of  transfer   and
                  assignment, assigning good and marketable title to the portion
                  or  portions  of  the  Retiring   Limited   Partner's   entire
                  Partnership  Interest thus purchased,  free and clear from any
                  liens or encumbrances or rights of others therein. The parties
                  acknowledge  that  occurrence of any of the triggering  events
                  described in Sections 9.1(a) - (e) and compliance with all the
                  Sections  of this  Agreement  are  sufficient  to  effect  the
                  complete   transfer   of  the   Retiring   Limited   Partner's
                  Partnership Interest and the Retiring Limited Partner shall be
                  deemed  to  consent  to  admission  of  the  transferee  as  a
                  substitute  Limited Partner.  Notwithstanding  the date of the
                  Closing  or  whether  a  Closing  is  successfully  held,  the
                  transfer of the  Partnership  Interest  of a Retiring  Limited
                  Partner shall be deemed to occur as of the  Valuation  Date as
                  defined in Section  9.1(f).  The deemed  transfer is effective
                  regardless of whether the Retiring  Limited  Partner  performs
                  the duties set forth in this Section 9.2.

19                                                        ARTICLE

                                                      DILUTION OFFERING

20

                  Notwithstanding  any other  provision of this Agreement to the
         contrary,  the  General  Partner  may  cause the  Partnership  to issue
         additional  Partnership  Interest from time to time upon such terms and
         conditions and in exchange for such Capital Contributions as determined
         by the General Partner in its sole and absolute discretion. As a result
         of a Dilution Offering,  the Partnership  Interest of each Partner will
         be diluted proportionately.

21                                                        ARTICLE

                                                RESIGNATION AND WITHDRAWAL OF

22                                                     GENERAL PARTNER

                  The  General  Partner  shall not resign or withdraw as General
         Partner  except  with the  consent of a  Majority  in  Interest  of the
         Limited Partners.

23                                                        ARTICLE

24                                                       DISSOLUTION

24.1              .        Dissolution.
                           -----------

(a)  It is the intention of the Partners that the business of the Partnership be
     continued by the Partners,  or those remaining,  pursuant to the provisions
     of this Agreement,  notwithstanding the occurrence of any event which would
     result in a statutory  dissolution of the Partnership  pursuant to the laws
     of the State of Texas,  and no Partner shall be released or relieved of any
     duty or obligation hereunder by reason thereof; provided, however, that the
     business of the Partnership  shall be terminated,  its affairs wound-up and
     its property and assets  distributed in liquidation on the earlier to occur
     of:

(i)                        December 31, 2040;

(ii) a determination by all of the Partners that the business of the Partnership
     should be terminated;

(iii)                      the Bankruptcy or insolvency of the Partnership;

(iv)                       subject to the provisions of paragraph (b) below, the
                           death,    incompetency,    Bankruptcy,    insolvency,
                           withdrawal  or removal  from the  Partnership  of the
                           last remaining General Partner;

(v)  the date upon which a Liquidating Event occurs,  and all payments have been
     received; or

(vi)                       entry of a decree of judicial dissolution.

(b)  Upon  the  occurrence  of any  event  set  forth  in  subparagraph  (iv) of
     paragraph (a) above with respect to the last remaining General Partner, the
     business of the Partnership  shall be continued  pursuant to the provisions
     of this  Agreement  if,  within a period  of 90 days  from the date of such
     occurrence,  each of the Limited Partners shall elect in writing that it be
     so continued and shall  designate one or more Persons to be admitted to the
     Partnership as a General  Partner.  Any such Person shall upon admission to
     the  Partnership  succeed  to all of the  rights  and  powers  of a General
     Partner  hereunder,  provided that the former General  Partner shall retain
     and be entitled to its share of Profits, Losses, distributions, and capital
     associated with the General Partner's Partnership Interest.

24.2     . Wind-Up of  Affairs.  As  expeditiously  as  possible  following  the
         occurrence of an event giving rise to a termination  of the business of
         the Partnership,  the General Partner (or a special  liquidator who may
         be  appointed  by a Majority in  Interest of the other  Partners if the
         termination  results  from a  circumstance  described  in Section  12.1
         (a)(iv)  above  relative  to the  General  Partner)  shall  wind-up the
         affairs of the  Partnership,  sell  Partnership  Assets for cash at the
         highest  price  reasonably  obtainable,   distribute  the  proceeds  in
         accordance  with Section 6.8 in liquidation of the Partnership and file
         a certificate of cancellation with the Secretary of State of Texas.

25                                                        ARTICLE

26                                                      MISCELLANEOUS

26.1     . Amendments.  In addition to the right of the General Partner to amend
         certain of the  provisions of this  Agreement by reason of the power of
         attorney  granted to the General  Partner under Section 5.4, a Majority
         in Interest of the Partners may, by instrument in writing, amend any of
         the other provisions  hereof,  except for those provisions which affect
         the rights of Partners to share income, gain,  distributions,  loss and
         deductions   and   require   Partners   to  make   Additional   Capital
         Contributions,  which provisions shall be amended only upon the written
         consent of all Partners adversely affected thereby.

26.2 . Partition. No Partner shall be entitled to a partition of the Partnership
     Assets notwithstanding any provision of law to the contrary.

26.3     . Notices. All notices,  demands, requests or other communications that
         may be or are  required to be given,  served or sent by either party to
         the other  party  pursuant  to this  Agreement  shall be in writing and
         shall be mailed by first-class,  registered or certified  mail,  return
         receipt  requested,  postage prepaid,  or transmitted by hand delivery,
         telegram  or  facsimile  transmission  addressed  as set  forth  on the
         Signature Pages attached hereto.  Each party may designate by notice in
         writing  a  new  address  to  which  any  notice,  demand,  request  or
         communication may thereafter be so given,  served or sent. Each notice,
         demand,   request  or  communication  that  is  mailed,   delivered  or
         transmitted in the manner described above shall be deemed  sufficiently
         given, served, sent and received for all purposes at such time as it is
         delivered  to the  addressee  with the  return  receipt,  the  delivery
         receipt,  the  affidavit of  messenger or (with  respect to a facsimile
         transmission) the answer back being deemed conclusive  evidence of such
         delivery or at such time as delivery is refused by the  addressee  upon
         presentation.

26.4     . Provisions  Severable.  Every provision of this Agreement is intended
         to be  severable  and,  if any term or  provision  hereof is illegal or
         invalid for any reason whatsoever,  such illegality or invalidity shall
         not affect the validity of the remainder of this Agreement.

26.5     .  Counterparts.  This  Agreement,  and any amendments  hereto,  may be
         executed in  counterparts,  each of which shall be deemed an  original,
         and such counterparts shall constitute but one and the same instrument.

26.6     . Headings.  The headings of the various  Sections are intended  solely
         for  convenience of reference,  and shall not be deemed or construed to
         explain, modify or place any construction upon the provisions hereof.

26.7     . Successors  and Assigns.  This  Agreement and any  amendments  hereto
         shall be binding  upon and, to the extent  expressly  permitted  by the
         provisions hereof, shall inure to the benefit of the Partners and their
         respective heirs, legal representatives, successors and assigns.

26.8     . APPLICABLE  LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
         ACCORDANCE  WITH THE LAWS OF THE STATE OF TEXAS AND ALL  OBLIGATIONS OF
         ONE PARTNER TO ANOTHER ARE PERFORMABLE IN HARRIS COUNTY.

26.9 .  NOTICE  OF  INDEMNIFICATION.   THE  PARTIES  TO  THIS  AGREEMENT  HEREBY
     ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT CONTAINS CERTAIN  INDEMNIFICATION
     PROVISIONS PURSUANT TO SECTION 4.8.


      [Remainder of Page Intentionally Left Blank; Signature Page Follows]


<PAGE>


                  IN WITNESS WHEREOF,  the Partners have executed this Agreement
this _____ day of January, 2001.

                                           GENERAL PARTNER:

                                           LITHOTRIPTERS, INC.


         By:
              Brad Hummel, President


<PAGE>




                                TABLE OF CONTENTS

                                   (Continued)

                                                               Page

         ARTICLE I.......DEFINITIONS                             2

                  1.1....Terms Defined                           2

                  1.2.   Number and Gender......................12

         ARTICLE II..... CONTINUATION                           12

                  2.1....Continuation                           12

                  2.2....Name                                   12

                  2.3....Principal Place of Business;
                         Registered Office; Registered Agent    13

                  2.4.   Purposes...............................13
                  2.5....Term                                   13

         ARTICLE III.....CAPITAL CONTRIBUTIONS                  13

                  3.1....Initial Capital Contributions          13

                  3.2.   Additional Capital Contributions.......14
                  3.3....Capital Accounts                       14

                  3.4.   Failure to Make Additional Capital
                         Contributions..........................14
                  3.5.   Partner Loans..........................15
                  3.6.   Other Matters Relating to Capital
                         Contributions..........................15
                  3.7....Deficit Capital Account Balances       16

         ARTICLE IV......RIGHTS AND POWERS OF THE GENERAL
                         PARTNER                                16

                  4.1....Duties of General Partner              16

                  4.2....Illustrative Rights and Powers         16

                  4.3....Payment of Costs and Expenses          18

                  4.4.   Exercise of Rights and Powers..........18
                  4.5....Management Fee                         18

                  4.6....Liability                              18

                  4.7....Indemnification                        19

                  4.8....Removal of the General Partner         19

                  4.9.   Tax Matters Partner....................20

         ARTICLE V.......LIMITED PARTNER MATTERS                22

                  5.1....Limitation of Liability                22

                  5.2.   Management.............................22
                  5.3....Consents                               22

                  5.4....Power of Attorney                      22

                  5.5....Death, Bankruptcy, Etc.                23

                  5.6....Outside Activities                     23

         ARTICLE VI......ALLOCATIONS AND DISTRIBUTIONS          23

                  6.1... Allocation of Profits and Losses       23

                  6.2....Distributions of Cash Flow from
                         Operations                             24

                  6.3.   Allocation of Net Gains from Capital
                         Transactions
                         and Net Losses from Capital
                         Transactions...........................24
                  6.4....Distributions of Cash Flow from a
                         Major Capital Event                    25

                  6.5.   Special Allocations....................25
                  6.6....Curative Allocations                   28

                  6.7....Section 704(b) Limitation              28

                  6.8.   Distributions Upon Liquidation of
                         Partnership............................28
                  6.9....Liquidation of Partner's Partnership
                         Interest                               29

                  6.10...In-Kind Distributions                  29

                  6.11...Additional Tax Allocation
                         Provisions                             30

         ARTICLE VII.....FISCAL MATTERS                         31

                  7.1....Books and Records                      31

                  7.2.   Reports and Statements.................31
                  7.3....Audit                                  31

                  7.4....Tax Returns                            32

                  7.5.   Bank Accounts..........................32
                  7.6....Tax Elections                          32

         ARTICLE VIII    TRANSFERS OF GENERAL PARTNERSHIP
                         INTEREST;
                         ADMISSION OF SUBSTITUTE PARTNERS       32

                  8.1....Restriction on Transfers by the
                         General Partner                        32

                  8.2....Admission of General Partner           32

                  8.3.   Restrictions on Transfers by Limited
                         Partners...............................33
                  8.4....Admission of Limited Partners          34

                  8.5....Cost of Transfers                      34

                  8.6.   Effect of Attempted Disposition in
                         Violation of this Agreement............34
                  8.7....Rights of Transferee                   34

                  8.8    Amendment of Certificate of Limited
                         Partnership
                         and Qualification......................35

         ARTICLE IX.....PURCHASE AND SALE OF A PARTNERSHIP
                        INTEREST                                35

                  9.1.  Optional Purchase of Partnership
                        Interest from Limited Partners
                        upon Certain Events.....................35
                  9.2. .Closing                                 39

         ARTICLE X......DILUTION OFFERING                       40

         ARTICLE XI.....RESIGNATION AND WITHDRAWAL OF
                        GENERAL PARTNER                         40

         ARTICLE XII....DISSOLUTION                             41

                  12.1..Dissolution                             41

                  12.2. Wind-Up of Affairs......................42

         ARTICLE XIII   MISCELLANEOUS...........................42
                  13.1..Amendments                              42

                  13.2..Partition                               42

                  13.3. Notices.................................42
                  13.4..Provisions Severable                    43

                  13.5..Counterparts                            43

                  13.6. Headings................................43
                  13.7..Successors and Assigns                  43

                  13.8..APPLICABLE LAW                          43

                  13.9..NOTICE OF INDEMNIFICATION               43