FOURTH AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP OF
FAYETTEVILLE LITHOTRIPTERS LIMITED PARTNERSHIP - SOUTH CAROLINA II
THIS AMENDMENT, effective as of the 1st day of April, 1999, is
entered into by and among Lithotripters, Inc., a North Carolina corporation and
the General Partner of Fayetteville Lithotripters Limited Partnership-South
Carolina II, a South Carolina limited partnership (the "Partnership"), and the
Limited Partners of the Partnership.
R E C I T A L S:
---------------
1. The General Partner and the Limited Partners, hereinafter
collectively referred to as the "Partners," are parties to that certain
Agreement of Limited Partnership of Fayetteville Lithotripters Limited
Partnership-South Carolina II, as amended (the "Agreement").
2. Effective as of April 1, 1999, the General Partner and the
requisite percentage of the Limited Partners consented in writing to the
following amendments to the Agreement, such amendments intended to: (i) allow
the General Partner the authority to periodically offer and sell additional
limited partner interests (a "Dilution Offering") to local South Carolina and
North Carolina investors;(ii) clarify and strengthen the noncompetition
provisions of Articles 15.3 and 18.4 of the Agreement; (iii) add a new provision
to the Agreement to prevent the disclosure of Confidential Partnership
Information that might harm the Partnership and its Partners; (iv) allow the
General Partner, in its sole discretion, to elect to assign to the Partnership
its rights under Article 18 of the Agreement to purchase the Partnership
Interest of any deceased, insolvent or competing Limited Partner; and (v) allow
the General Partner or the Partnership, as the case may be, to purchase the
Partnership Interest of any deceased Limited Partner at a price equal to the
greater of (a) Capital Account value or (b) 1.5 times the aggregate distribution
amount attributable to such interest during the twelve month period preceding
the death of the Limited Partner.
NOW, THEREFORE, in accordance with Articles 29 and 30 of the
Partnership Agreement and pursuant to the written consent of the General Partner
and the requisite percentage of the Limited Partners, the parties hereto agree
as follows:
The Agreement is hereby amended as set forth in
Exhibits A, B, C and D attached hereto.
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IN WITNESS WHEREOF, the Partners have hereunto set their hands
and seals effective as of the date first above written.
GENERAL PARTNER:
LITHOTRIPTERS, INC., a North Carolina corporation and
sole general partner of the Partnership
By:_________________________________________
Title:________________________________________
ALL THE LIMITED PARTNERS OF
THE PARTNERSHIP WHOSE NAMES
APPEARED ON SCHEDULE A-3
By:/s/ Xxxxxx Xxxxxxx, M.D.
---------------------------
Xxxxxx Xxxxxxx, M.D.
Attorney-in-Fact*
--------
*Pursuant to a Power of Attorney given by the Limited Partners in the
Agreement.
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EXHIBIT A
DILUTION OFFERING AMENDMENT
1. Capitalized terms used in this Exhibit and not otherwise defined shall have
the same meaning as provided in the Agreement of Limited Partnership (the
"Partnership Agreement") of Fayetteville Lithotripters Limited Partnership -
South Carolina II (the "Partnership"), and any amendments thereto.
2. The purpose of this Exhibit is to set forth a proposed amendment to the
Partnership Agreement that would give the General Partner the authority
periodically to offer and sell additional limited partner interests (a "Dilution
Offering") to local South Carolina and North Carolina urologists who are not
investors in the Partnership ("Qualified Investors"). As required by Article 30
of the Partnership Agreement, to be effective this amendment must be approved by
the Partners representing two-thirds of the aggregate interests in the
Partnership.
3. The purposes of a Dilution Offering are (i) to raise additional capital for
any valid Partnership purpose, and (ii) to assure the highest quality of patient
care by admitting Qualified Investors to the Partnership who will be dedicated
and motivated as owners to follow the Partnership's treatment protocol, and
comply with its quality assurance and outcome analysis programs. Any additional
capital raised by the Partnership in a Dilution Offering can be used for any
legitimate Partnership purpose, including upgrading the Partnership's
Lithostar(TM) Mobile Systems.
4. Any sale of limited partner interests to Qualified Investors will result in
the proportionate dilution of the Partnership Percentage Interests of the
existing Partners; i.e., the interests of the General Partner and the Limited
Partners in Partnership allocations, cash distributions and voting rights will
be proportionately reduced by a successful Dilution Offering.
5. The Percentage Interests of the existing Partners cannot be diluted through
Dilution Offerings by more than 20% in the aggregate without the prior written
consent of a Majority in Interest of all the Partners. Without obtaining this
additional consent, the existing Partners cannot be diluted to less than 80% of
their Percentage Interest ownership at the time of this Amendment.
6. The General Partner has determined that the purchase price per 1% Partnership
Interest offered in the initial planned Dilution Offering will be at its fair
market value as determined by an independent third party appraiser. The price
for Units sold in future dilution offerings also must be at a price no less than
fair market value as determined by the General Partner.
7. Upon the successful sale of Partnership Interests in a Dilution Offering, the
General Partner will prepare and attach a new Schedule A to the Partnership
Agreement to reflect (i) the Partners' adjusted Percentage Interests in the
Partnership, and (ii) the admission of the new Limited Partners to the
Partnership.
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EXHIBIT B
NONCOMPETITION PROVISION AMENDMENT
Capitalized terms used in this Exhibit and not otherwise
defined shall have the same meaning as provided in the Agreement of Limited
Partnership (the "Partnership Agreement") of Fayetteville Lithotripters Limited
Partnership - South Carolina II (the "Partnership"), and any amendments thereto.
Noncompetition Provision Amendment
Article 15.3 of the Partnership Agreement is hereby amended by
deleting the current provision in its entirety and by substituting the language
set forth below:
15.3 Outside Activities. The Limited Partners agree that they
owe fiduciary duties to the Partnership and, as a consequence, each
Limited Partner (that is not the General Partner or an Affiliate of the
General Partner) agrees that he or she shall not engage in "Outside
Activities" (as defined below) in the "Market Area" (as defined below)
while he or she is a Limited Partner in the Partnership. The phrase
"Outside Activities" means directly or indirectly owning, leasing or
subleasing a lithotripter (or any similar equipment or competing
devices used for treating renal or biliary stone disease). Prohibited
indirect ownership shall include the direct or indirect ownership of
any interest in a business venture (through stock ownership,
partnership interest ownership, ownership by or through a close family
member, or as otherwise determined in good faith by the General
Partner) involving the ownership, purchase, lease, sublease, promotion,
management or operation of a lithotripter (or similar equipment or
competing devices used for treating renal or biliary stone disease),
unless the General Partner determines that such activity by the Limited
Partners is not detrimental to the best interests of the Partnership.
Upon the termination or transfer of a Limited
Partner's interest in the Partnership for any reason, including a
transfer pursuant to Article 18.4 hereof, the withdrawing Limited
Partner shall not, for a period of two (2) years following the date of
his or her withdrawal, engage in any Outside Activities in any "Market
Area" in which the Partnership is transacting business or within the
prior twelve months has transacted business (the "Restricted
Facilities"). For the purposes of this Article 15.3, the term "Market
Area" shall mean (i) the area within a ten mile radius of any
Restricted Facility, but if such area is determined by a court of
competent jurisdiction to be too broad, then it shall mean (ii) the
area within a five mile radius of any Restricted Facility, but if such
area is determined by a court of competent jurisdiction to be too broad
then it shall mean (iii) the area within a two mile radius of any
Restricted Facility.
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In the event a Limited Partner wishes and intends to
engage in an Outside Activity in a Market Area, he or she must provide
written notice of such intent to the General Partner prior to engaging
in the Outside Activity. The written notice shall be deemed an election
by the Limited Partner to withdraw from the Partnership (the "Notice of
Withdrawal"), and shall give the General Partner and/or the Limited
Partners the purchase rights as provided in Article 18.4 hereof. After
the Notice of Withdrawal, the former Limited Partner may engage in an
Outside Activity in the Market Area only after waiting the period of
two years specified in this Article 15.3. In the event of breach of the
waiting period, the partnership shall be entitled to any remedy at law
or equity with respect to such breach, including without limitation an
injunction or suit for damages.
If a Limited Partner during his or her participation
in the Partnership engages in an Outside Activity in a Market Area
without first notifying the General Partner in violation of this
Article 15.3, the Limited Partner shall be deemed to have given a
Notice of Withdrawal on the date the General Partner first becomes
aware of the Limited Partner's Outside Activity in the Market Area.
Upon receiving a Limited Partner's Notice of Withdrawal or equivalent
thereof, the General Partner and/or Limited Partners may invoke the
purchase rights provided in Article 18.4 and shall be entitled to any
other remedy at law or in equity including without limitation an
injunction or suit for damages.
Article 18.4 of the Partnership Agreement is hereby amended by
deleting the current provision in its entirety and by substituting the language
set forth below.
18.4 Breach of Article 15.3. In the event the General
Partner either receives a Notice of Withdrawal as provided in Article
15.3 or receives notice of a breach of Article 15.3 by a Limited
Partner (the "Defaulting Limited Partner"), the General Partner may
elect, in its sole discretion, to treat such event as a default under
this Agreement and enforce the provisions of this Article 18.4. If the
General Partner elects to enforce the provisions of this Article 18.4,
the General Partner shall give written notice of such election (the
"Notice of Default") to the Defaulting Limited Partner within 180 days
of the date the General Partner first received notice of the defaulting
event. Upon giving the Notice of Default, the General Partner, shall
have the option to purchase at the Closing (as defined below) the
Partnership Interest of the Defaulting Limited Partner (which
Defaulting Limited Partner shall then become obligated to sell such
Partnership Interest) at the price determined in the manner provided in
Article 18.6 of this Agreement and on the terms and conditions provided
in Article 18.7 of this Agreement. The General Partner shall have a
period of thirty (30) days following the date of the Notice of Default
(the "First Option Period") within which to notify in writing the
Defaulting Limited Partner, whether the General Partner wishes to
purchase all or a portion of the Partnership Interest of the Defaulting
Limited Partner. If the General Partner does not elect to purchase the
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entire Partnership Interest of the Defaulting Limited Partner before
the expiration of the First Option Period and in the manner provided
herein, the Limited Partners shall have the option to purchase all or
any part of the Partnership Interest of the Defaulting Limited Partner
not purchased by the General Partner at the price determined in the
manner provided in Article 18.6 of this Agreement and on the terms and
conditions provided in Article 18.7 of this Agreement. Any Limited
Partner desiring to purchase any part or all of the remaining
Partnership Interest of the Defaulting Limited Partner shall deliver to
the General Partner a written election to purchase all or a specified
portion of such Partnership Interest within the ten (10) day period
immediately following the close of the First Option Period (the "Second
Option Period"). If the Limited Partners in the aggregate elect to
purchase more than the Partnership Interest then available, each
electing Limited Partner shall have a priority, up to that portion
specified in his or her notice of election, to purchase such proportion
of the Partnership Interest of the Defaulting Limited Partner then
available as his or her Percentage Interest bears to the aggregate
Percentage Interests of the Limited Partners electing to purchase. That
portion of the Defaulting Limited Partner's Partnership Interest not
purchased on such a priority basis shall be allocated in one or more
successive allocations to those remaining Limited Partners electing to
purchase more of the Partnership Interest than they have a priority
right, up to the portion specified in their respective elections, in
the proportion that each of their Percentage Interests bears to the
aggregate Percentage Interests of all of them. the Valuation Date for
determining the price paid for the Defaulting Limited Partner's
interest under Article 18.6 shall be the last day of the month
immediately preceding the month in which occurs the Notice of
Withdrawal or breach of Article 15.3.
Within the ten (10) day period immediately following
the close of the Second Option Period (the "Confirmation Period"), the
General Partner shall inform each electing Limited Partner of the
portion of the Partnership Interest of the Defaulting Limited Partner
of the portion of the Partnership Interest of the Defaulting Limited
Partner as to which his or her election is effective. The General
Partner shall give notice to the Defaulting Limited Partner within the
ten (10) day period following the close of the Confirmation Period (the
"Notification Period") of the election by the Limited Partners to
exercise their option. Such notice shall indicate the portion of the
Defaulting Limited Partner's Partnership Interest that will be
purchased by each of the purchasing Limited Partners and the General
Partner, if any.
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Confidentiality Provision Amendment
Article 15 of the Partnership Agreement is hereby amended by
adding a new Article 15.4 as set forth below:
15.4 Disclosure of Confidential Information. Each
Limited Partner acknowledges and agrees that his or her participation
in the Partnership under this Agreement necessarily involves his or her
understanding of and access to certain trade secrets and other
confidential information pertaining to the business of the Partnership.
Accordingly, each Limited Partner (other than the General Partner and
its Affiliates that may also hold Limited Partner interests) agrees
that at all times during his or her participation in the Partnership as
a Limited Partner and thereafter, he or she will not, directly or
indirectly, without the express written authority of the Partnership,
unless required by law or directed by a applicable legal authority
having jurisdiction over the Limited Partner, disclose or use for the
benefit of any person, corporation or other entity (other than the
Partnership), or himself or herself, (i) any trade, technical,
operational, management or other secrets, any patient or customer lists
or other confidential or secret data, or any other proprietary,
confidential or secret information of the Partnership or (ii) any
confidential information concerning any of the financial arrangements,
financial positions, hospital or physician contracts, third party payor
arrangements, quality assurance and outcome analysis programs,
competitive status, customer or supplier matters, internal
organizational matters, technical abilities, or other business affairs
of or relating to the Partnership. The Limited Partners (other than the
General Partner and its Affiliates that may also hold Limited Partner
interests) acknowledge that all of the foregoing constitutes
proprietary information, which is the exclusive property of the
Partnership. In the event of breach of this Article 15.4 as determined
by the General Partner, the Partnership shall be entitled to any remedy
at law or in equity with respect to such breach, including without
limitation, an injunction or suit for damages.
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EXHIBIT C
PURCHASE OPTION ASSIGNMENT AMENDMENT
Capitalized terms used in this Exhibit and not otherwise
defined shall have the same meaning as provided in the Agreement of Limited
Partnership (the "Partnership Agreement") of Fayetteville Lithotripters Limited
Partnership - South Carolina II (the "Partnership").
Purchase Option Assignment Amendment
Articles 18.1.2, 18.2.2, 18.3.2 and 18.4.2 are hereby amended
to allow the General Partner to either exercise its purchase option rights
during the First Option Period as provided in such Articles, or to assign such
purchase option rights in whole or in part to the Partnership. If the General
Partner's purchase option rights are assigned to the Partnership as provided
herein, the Partnership shall have the right to use Partnership revenues to
exercise such rights. Further, Articles 18.6 and 18.7 are also amended by
substituting the Partnership as a buyer to the extent the General Partner elects
to assign to the Partnership its purchase option rights under Articles 18.1.2,
18.2.2, 18.3.2 and 18.4.2. If the Partnership acquires a Partnership Interest
pursuant to the terms of this Amendment, then the General Partner shall have the
authority to amend Schedule A to the Partnership Agreement to reflect the
deletion of the interests held by the selling Limited Partners (or their
successors in interest), and to reflect the increased Percentage Interests of
the remaining Partners resulting from the redemption.
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EXHIBIT D
DEATH PURCHASE PRICE AMENDMENT
Capitalized terms used in this Exhibit and not
otherwise defined shall have the same meaning as provided in the
Agreement of Limited Partnership (the "Partnership Agreement") of
Fayetteville Lithotripters Limited Partnership - South Carolina II (the
"Partnership").
Death Purchase Price Amendment
Article 18.6 is hereby amended to allow the General
Partner (or in the event the Purchase Option Assignment Amendment is
approved, the Partnership as the General Partner's Assignee) to
purchase the Partnership Interest of a deceased Limited Partner upon
exercise of the purchase option right granted to the General Partner
(or its assignee, the Partnership) during the First Option Period under
Article 18.1.2, for a price equal to the greater of (i) the deceased
Limited Partner's share of the Partnership's book value determined in
the manner described in Article 18.6, or (ii) 1.5 times the aggregate
distribution attributable to such deceased Limited Partner's
Partnership Interest for the twelve-month period immediately preceding
the Valuation Date. At the Closing of the sale of the Partnership
Interest of a deceased Limited Partner, although not necessary to
effect the transfer, the executor or personal representative of the
deceased Limited Partner's estate shall, concurrently with tender and
receipt of the purchase price, deliver to the General Partner, duly
executed instruments of transfer and assignment assigning good and
marketable title to the deceased Limited Partner's entire Partnership
Interest, free and clear from any liens or encumbrances or rights of
others therein. The deemed transfer is effective regardless of whether
the executor or personal representative of the deceased Limited
Partner's estate performs the duties set forth herein. Notwithstanding
the date of the Closing, or whether a Closing is successfully held, the
transfer of a Partnership Interest of a deceased Limited Partner shall
be deemed to occur as of the Valuation Date. Further, in connection
with the foregoing, Articles 14 and 17.3 are amended to provide that a
transferee of a deceased Limited Partner who receives such Limited
Partner's Partnership Interest by operation of law or otherwise shall
have no right to receive any distributions attributable to such Limited
Partner's Partnership Interest after the Valuation Date, unless the
General Partner consents to the same. The Partnership shall have the
right to deduct from the purchase price payable for such deceased
Limited Partner's Partnership Interest the amount of any distributions
made to the estate of the deceased Limited Partner after the Valuation
Date.
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FIFTH AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP OF
FAYETTEVILLE LITHOTRIPTERS LIMITED PARTNERSHIP - SOUTH CAROLINA II
THIS AMENDMENT, effective as of the 1st day of August 1999, is
entered into by and among Lithotripters, Inc., a North Carolina corporation and
the General Partner of Fayetteville Lithotripters Limited Partnership - South
Carolina II, a South Carolina limited partnership (the "Partnership"), and the
Limited Partners of the Partnership.
R E C I T A L S:
---------------
1. The General Partner and the Limited Partners, hereinafter
collectively referred to as the "Partners," are parties to that certain
Agreement of Limited Partnership of Fayetteville Lithotripters Limited
Partnership - South Carolina II, dated effective as of March 17, 1989, and as
subsequently amended (the "Agreement").
2. The Partners desire to further amend the Agreement to reflect the
assignment of an aggregate of a 2.67% limited partner interest in the
Partnership, respectively, from Xxxxx X. Xxxxxx, M.D. and Xxxxxxx X. Xxxxxxxx,
M.D. to the following individuals: Xxxxx Xxxxxxxxxx, M.D. (.78%); Xxx Xxxx, X.X.
(.78%); Xxxxxx X. Xxxxxxxx, M.D. (.78%); Xxxxxxx X. Xxxxxxxx, M.D. (.78%); Xxxxx
X. XxXxxxxx, M.D. (.37); Xxxxxxx Xxxxxx, M.D. (.29%); J. Xxxxxx Xxxxx, M.D.
(.78%); and J. Xxxxxx Xxxxxx, M.D. (.78%), (collectively, the "Assignees"), and
the admission of the Assignees as substitute Limited Partners.
NOW, THEREFORE, in consideration of the mutual promises,
covenants, conditions and agreements herein contained, the parties hereto agree
as follows:
Schedule A-3 is deleted in its entirety and a new
Schedule A-4, attached hereto, is substituted in its
place.
[Signature Page Follows}
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IN WITNESS WHEREOF, the Partners have hereunto set their hands
and seals effective as of the date first above written.
GENERAL PARTNER:
Lithotripters, Inc.
By:
Name:____________________________
Title:_____________________________
ALL THE LIMITED PARTNERS OF
THE PARTNERSHIP WHOSE NAMES
APPEARED ON SCHEDULE A-3
By:/s/ Xxxxxx Xxxxxxx, M.D.
---------------------------
Xxxxxx Xxxxxxx, M.D.
Attorney-in-Fact*
--------
*Pursuant to a Power of Attorney given by the Limited Partners in the
Agreement.
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SCHEDULE A-4
Schedule of Partnership Interests
FAYETTEVILLE LITHOTRIPTERS LIMITED PARTNERSHIP-SOUTH CAROLINA II
CONTRIBUTIONS OF CAPITAL TO THE PARTNERSHIP AND PERCENTAGE INTERESTS
Cash Percentage
General Partner Contribution(1) Interest
--------------- ------------ --------
Lithotripters, Inc. $ 19,375 20.00%
0000 Xxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Limited Partners
Xxxxxxxx X. Xxxxxxxxx III 4,000 4.00%
00 Xxxx Xxxxx
Xxxxxxxxxx, XX 00000
X. Xxxxx Xxxxxx 2,750 3.00%
00 Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
R. Xxxxxxx XxXxxx 2,000 2.00%
000 Xxxxxxxx Xxxxx
Xxxxx, XX 00000
Xxxx X. Xxxxxx 2,000 2.00%
Xxxx Xxxxxx Xxx 000
Xxxxxx, XX 00000
Xxxx X. Xxxxx 2,000 2.00%
00 Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxx N/A (3) .78%
Xxxxxxxx Xxxx 2,000 2.00%
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
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Cash Percentage
Limited Partners Contribution Interest
Xxxxxx X. Xxxxxxxx N/A (3) .78%
Xxxxxx X. Xxxxxx 1,125 1.00%
000 X. Xxxxx Xxxxxx, XX 244
Xxxxxxxxxx, XX 00000-0000
Xxxxx X. Xxxxxxxx, M.D. 2,000 1.33%
000 Xxxx 0xx Xxxxxx
Xxxxxxxxxxxxxx, XX 00000
J. Xxxxxx Xxxxxx 4,000 4.00%
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Lithotripters, Inc. N/A(2) 12.33%
0000 Xxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxx, Xx. 4,000 4.00%
00 Xxxxxxxx Xxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Xxx Xxxx N/A (3) .78%
R. Xxxxx XxXxxxxxxx, Jr. 2,000 2.00%
000 X. Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxx 4,000 4.00%
00 Xxxx Xxxxx
Xxxxxxxxxx, XX 00000
Xxxxx X. XxXxxxxx N/A (3) .37%
Xxx X. XxXxx 4,000 4.00%
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
J. Xxxxxx Xxxxxx N/A (3) .78%
-4-
Cash Percentage
Limited Partners Contribution Interest
Xxxxxx X. Xxxxxx 4,000 4.00%
Xxxxxxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxxx Xxxxxxxxxx N/A (3) .78%
Xxxxx X. Xxxx 2,000 2.00%
00 Xxxx Xxxxx
Xxxxxxxxxx, XX 00000
J. Xxxxxx Xxxxx N/A (3) .78%
Xxxxx X. Xxxxxx 3,000 2.00%
000 0xx Xxxxxx
Xxxxxxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxx 4,000 4.00%
Xxxxxxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxxxxx Xxxxxx N/A (3) .29%
Xxxxxx X. Xxxxxx, M.D. 4,000 4.00%
00 Xxxxxxxx Xxxxx Xxxxxxxxx
Xxxxx, XX 00000
Xxxx X. Xxxxxx 4,000 4.00%
000 Xxxxxxxx Xxxxx Xxxxxxxxx
Xxxxx, XX 00000
Xxxxxx X. Xxxx, M.D. 2,750 3.00%
00 Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxx 2,000 2.00%
000 Xxxxxxxx Xxxxx
Xxxxx, XX 00000
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Cash Percentage
Limited Partners Contribution Interest
Xxxxx Xxxxxxx Xxxxxxxx, M.D. 3,000 2.00%
000 0xx Xxxxxx
Xxxxxxxxxxxxxx, XX 00000
--------- ---------
TOTAL $ 92,000 100%
(1) The cash contributions listed reflect the initial contributions of
those Partners who currently hold an interest in the Partnership.
(2) Lithotripters, Inc. received its limited partner interest pursuant to
various assignments from existing limited partners and, therefore, made no cash
contributions to the Partnership.
(3) Received their limited partner interests pursuant to various
assignments from existing limited partners as of August 1, 1999 and, therefore,
made no cash contributions to the Partnership.
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