SUPPLEMENT TO THE

                    CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

                                   AND CONSENT

                                February 18, 2000

                FAYETTEVILLE LITHOTRIPTERS LIMITED PARTNERSHIP -

                                SOUTH CAROLINA II

                                2008 Litho Place

                       Fayetteville, North Carolina 28304

                  Fayetteville   Lithotripters   Limited   Partnership  -  South
Carolina II, a South Carolina limited partnership (the  "Partnership"),  by this
Supplement and Consent hereby amends and  supplements its  Confidential  Private
Placement  Memorandum of November 17, 1999 (the  "Memorandum"),  and proposes an
Amendment  to its  Partnership  Agreement.  Capitalized  terms  used  herein are
defined in the Glossary  appearing in the Memorandum.  All Limited  Partners and
persons who have  subscribed  for or are  considering an investment in the Units
offered by the Memorandum should carefully review this Supplement and Consent.

Extension of the Offering

                  Pursuant to the authority  reserved by the General  Partner in
the  Memorandum,  the  General  Partner  hereby  elects to extend  the  Offering
termination  date to  February  29,  2000 (or such  earlier  date as the General
Partner may, in its sole discretion, otherwise elect).

Competition and Revaluation of Units

                  Recently,  six  Limited  Partners  acquired  an  interest in a
competing  lithotripsy  business.  The  Partnership  has exercised its option to
purchase  the  interest  of such  Limited  Partners  and is  pursuing  legal and
equitable  remedies to enjoin such former  Limited  Partners from competing with
the  Partnership  and is suing the former  Limited  Partners  for  damages.  The
Partnership  believes that the increase in competition in the Greenville  market
in  connection  with the former  Limited  Partners'  new venture will  adversely
affect  Partnership  revenues.   Therefore,  the  Partnership  has  engaged  ail
independent  valuation  expert to re-value the Units. The new revalued price per
Unit is reduced to 89,116.  Shortly,  revised subscription  documents reflecting
the reduced price per Unit will be distributed  to all existing and  prospective
investors.  See the  "Reaffirmation  and Consent" section in this Supplement and
Consent.

Amendment of Partnership Agreement

                  To the extent necessary, the General Partner proposes that the
Partnership Agreement, as amended, be further amended in any and all respects in
order to ensure that the terms of the  Offering  as outlined in the  Memorandum,
including  the sale of Units to existing  Limited  Partners.  complies  with the
terms of the  Partnership  Agreement.  By executing  and  returning the attached
Reaffirmation  and Consent,  each Limited Partner  consents to such Amendment to
the Partnership Agreement.

Reaffirmation and Consent

                  Attached to this  Supplement as Appendix A is a  Reaffirmation
and Consent that is to be utilized by each subscribing  Investor to evidence his
election  to  either  (i)  withdraw  from the  Offering  and have  returned  his
subscription funds (plus interest) and Loan Documents,  if any, or (ii) reaffirm
his subscription.  In addition,  the Reaffirmation and Consent is to be used for
each Limited  Partner to evidence his approval of or  opposition to an amendment
to the  Partnership  Agreement that amends the  Partnership  Agreement to insure
that the terms of the Offering as outlined in the Memorandum, including the sale
of  Units  to  existing  Limited  Partners,  complies  with  the  terms  of  the
Partnership Agreement.  The Reaffirmation and Consent is self-explanatory.  Each
Investor and Limited Partner should mark the boxes evidencing his elections, and
then return the  Reaffirmation  and  Consent to MedTech  Investments,  Inc.  Any
subscribing  Investor  or  Limited  Partner  who  does  not  timely  return  his
Reaffirmation  and Consent will be deemed to have withdrawn his subscription and
abstained from adopting or rejecting the Amendment.

     Questions  concerning  this  Supplement  and Consent  should be directed to
MedTech Investments, Inc., 2008 Litho Place, Fayetteville, North Carolina 28304.
MedTech's telephone number is (800) 682-7971.


































                FAYETTEVILLE LITHTRIPTERS LIMITED PARTNERSHIP -

                                SOUTH CAROLINA II

                      A SOUTH CAROLINA LIMITED PARTNERSHIP

                            REAFFIRMATION AND CONSENT

                  Capitalized  terms  used  herein are  defined in the  Glossary
appearing in the Confidential  Private Placement Memorandum of November 17, 1999
and accompanying supplements (the "Memorandum").

                  1.  The  undersigned  hereby   acknowledges   receipt  of  the
Memorandum and  Supplement  and Consent dated  February 18, 2000.  After careful
review of the Memorandum and Supplement and Consent, by completion and execution
of this  Reaffirmation  and  Consent,  the  undersigned  wishes to evidence  his
election either to withdraw from the Offering or to reaffirm his subscription.

                  Please check only one of the boxes set forth below to evidence
your desired election:

                  []       I wish to withdraw  from the  Offering  and desire to
                           have my  subscription  funds (plus interest) and Loan
                           Documents, if any, returned to me.

                  []       I wish to  reaffirm  my  subscription  and  waive any
                           withdrawal rights associated with the Supplements and
                           Consent  and  the  information  provided  therein.  I
                           understand  that   subscription   documents   revised
                           consistent  with the  Supplement  and Consent will be
                           forwarded to me shortly for completion, execution and
                           return.

                  2. By  completion  and  execution  of this  Reaffirmation  and
Consent,  the undersigned  hereby  indicates his approval of or opposition to an
amendment to the Partnership Agreement that insures the terms of the Offering as
outlined in the  Memorandum,  including  the sale of Units to  existing  Limited
Partners, complies with all the terms of the Partnership Agreement as amended.

                  []       I approve the adoption of the Amendment.

                  []       l oppose the adoption of the Amendment.

                  This ___ day of February, 2000.


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                 Signature of Subscriber and/or Limited Partner

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