Common use of Management and Operation of Business Clause in Contracts

Management and Operation of Business. 21.1 All decisions with respect to the management of the business and affairs of the Partnership shall be made by the General Partner. 21.2 The General Partner shall be under no duty to devote all of its time to the business of the Partnership, but shall devote only such time as it deems necessary to conduct the Partnership business and to operate and manage the Partnership in an efficient manner. 21.3 The General Partner may charge to the Partnership all ordinary and necessary costs and expenses, direct and indirect, attributable to the activities, conduct and management of the business of the Partnership. The costs and expenses to be borne by the Partnership shall include, but are not limited to, all expenditures incurred in acquiring and financing the Equipment, legal and accounting fees and expenses, salaries of employees of the Partnership, insurance premiums and interest. 21.4 In addition to, and not in limitation of, any rights and powers covenanted by law or other provisions of this agreement, and except as limited, restricted or prohibited by the express provisions of this Agreement, the General Partner shall have any may exercise on behalf of the Partnership all powers and rights necessary, proper, convenient or advisable to effectuate and carry out the purposes, business and objectives of the Partnership. Such powers shall include, without limitation, the following: (a) To acquire a LithostarTM Mobile System; (b) To acquire (i) a second LithostarTM system, or (ii) any other assets related to the provisions 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. (c) To purchase, hold, manage, lease, license and dispose of Partnership assets (including the LithostarTM Mobile System), including the purchase, exchange, trade or sale of the Partnership's 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; provided, that should the Partnership assets be exchanged or traded for securities or other property (the "Replacement Property") the General Partner shall have the same powers with regard to the Replacement Property as it does towards the traded property; (d) To determine the travel itinerary and site locations for the LithostarTM Mobile System; (e) 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 for 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; (f) 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; (g) To institute and defend actions at law or in equity; (h) 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; (i) To execute, acknowledge and deliver any and all instruments which may be deemed necessary or convenient to effect the foregoing; (j) To form a new limited partnership made up of qualified investors to treat gallstone patients (if the FDA ever approves the LithostarTM for such purpose), and to contract on behalf of the Partnership with the new limited partnership for the use for a fee of the LithostarTM for the treatment of the new limited partnership's gallstone patients; and (k) To engage or retain one or more persons to perform acts or provide materials as may be required by the Partnership, at the Partnership's expense, and to compensate such person or persons at a rate to be set by the General Partner, provided that the compensation is at the then prevailing rate for the type of services and materials provided, or both. Any person, whether a Partner, an Affiliate of a Partner or otherwise, including without limitation the General Partner, may be employed or engaged by the Partnership to render services, including, but not limited to, management services, professional lithotripsy services, accounting services and legal services, or provide materials; and if such person is a Partner or an Affiliate of a Partner, he shall be entitled to, and shall be paid compensation for said services or materials, anything in this Agreement to the contrary notwithstanding, provided that the compensation to be received for such services or materials is competitive in price and terms with then prevailing rate for the type of services and/or materials provided. The Partnership, pursuant to the terms of a Management Agreement, will contract with the General Partner with respect to the supervision and coordination of the management and administration of the day-to-day operations of the LithostarTM Mobile System for a monthly fee equal to the greater of 7.5% of Partnership Cash Flow per month or $8,000 per month. All costs incurred by the General Partner except the costs of employing one or more local physicians to supervise the management and administration of the LithostarTM Mobile System, shall be paid by the Partnership directly. The Partnership will also contract with qualified physicians desiring to use the LithostarTM for the treatment of patients. Owning an interest in the Partnership shall not be a condition to using the LithostarTM. The General Partner and its Affiliates may engage in or possess an interest in other business ventures of any nature and description independently or with others, including, but not limited to, the operation of a mobile lithotripsy unit similar to the LithostarTM Mobile System, whether or not such business ventures are in direct or indirect competition with the Partnership, and neither the Partnership nor the Partners shall have any right by virtue of this Agreement in and to said independent ventures or to the income or profits derived therefrom. 21.5 In addition to other acts expressly prohibited or restricted by this Agreement or by law, the General Partner shall have no authority to act on behalf of the Partnership in: (a) Doing any act in contravention of this Agreement or its Certificate of Limited Partnership; (b) Doing any act which would make it impossible to carry on the ordinary business of the Partnership; (c) Possessing or in any manner dealing with the Partnership's property or assigning the rights of the Partnership in the Partnership's property for other than Partnership purposes; (d) Admitting a person as a Limited Partner or a General Partner except as provided in this Agreement; or (e) Performing any act (other than an act required by this Agreement or any act taken in good faith reliance upon counsel's opinion) which would, at the time such act occurred, subject any Limited Partner to liability as a general partner in any jurisdiction.

Management and Operation of Business. 21.1 20.1 All decisions with respect to the management of the business and affairs of the Partnership shall be made by the General Partner. 21.2 20.2 The General Partner shall be under no duty to devote all of its time to the business of the Partnership, but shall devote only such time as it deems necessary to conduct the Partnership business and to operate and manage the Partnership in an efficient manner. 21.3 20.3 The General Partner may charge to the Partnership all ordinary and necessary costs and expenses, direct and indirect, attributable to the activities, conduct and management of the business of the Partnership. The costs and expenses to be borne by the Partnership shall include, but are not limited to, all expenditures incurred in acquiring and financing the EquipmentEquipment or other Partnership property, legal and accounting fees and expenses, salaries of employees of the Partnership, consulting and quality assurance fees paid to independent contractors, insurance premiums and interest. 21.4 20.4 In addition to, and not in limitation of, any rights and powers covenanted by law or other provisions of this agreement, and except as limited, restricted or prohibited by the express provisions of this Agreement, the General Partner shall have any and may exercise on behalf of the Partnership all powers and rights necessary, proper, convenient or advisable to effectuate and carry out the purposes, business and objectives of the Partnership. Such powers shall include, without limitation, the following: (a) To acquire a LithostarTM Prostatron(R) Mobile System; (b) To acquire (i) a second LithostarTM systemadditional Prostatron(R) Mobile Systems, or (ii) any other assets related to the provisions provision of lithotripsy services benign prostatic hyperplasia treatment services, or (iii) any other assets or equipment or an interest in another entity consistent with the purposes of the Partnership as provided in Article 4 (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.; (c) To purchase, hold, manage, lease, license and dispose of Partnership assets (including the LithostarTM Prostatron(R) Mobile System), including the purchase, exchange, trade or sale of the Partnership's 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; provided, that should the Partnership assets be exchanged or traded for securities or other property (the "Replacement Property") the General Partner shall have the same powers with regard to the Replacement Property as it does towards the traded property; (d) To exercise the option of the General Partner or the Partnership to purchase a Limited Partner's Partnership Interest pursuant to Article 17; (e) To determine the travel itinerary and site locations for the LithostarTM Prostatron(R) Mobile SystemSystem or other Partnership technology; (ef) 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 for 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; (fg) 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; (gh) To institute and defend actions at law or in equity; (hi) 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; (ij) To execute, acknowledge and deliver any and all instruments which may be deemed necessary or convenient to effect the foregoing; (j) To form a new limited partnership made up of qualified investors to treat gallstone patients (if the FDA ever approves the LithostarTM for such purpose), and to contract on behalf of the Partnership with the new limited partnership for the use for a fee of the LithostarTM for the treatment of the new limited partnership's gallstone patients; and (k) To engage or retain one or more persons to perform acts or provide materials as may be required by the Partnership, at the Partnership's expense, and to compensate such person or persons at a rate to be set by the General Partner, provided that the compensation is at the then prevailing rate for the type of services and materials provided, or both. Any person, whether a Partner, an Affiliate of a Partner or otherwise, including without limitation the General Partner, may be employed or engaged by the Partnership to render servicesservices and provide materials, including, but not limited to, management services, professional lithotripsy services, accounting services and services, quality assessment services, legal services, marketing services, maintenance services or provide materials; and if such person is a Partner or an Affiliate of a Partner, he shall be entitled to, and shall be paid compensation for said services or materials, anything in this Agreement to the contrary notwithstanding, provided that the compensation to be received for such services or materials is competitive in price and terms with then prevailing rate for the type of services and/or materials provided. The Partnership, pursuant to the terms of a Management Agreement, will contract with Lithotripters, Inc., a North Carolina corporation and an Affiliate of the General Partner Partner, with respect to the supervision and coordination of the management and administration of the day-to-day operations of the LithostarTM Prostatron(R) Mobile System for a monthly fee equal to the greater of 7.5% of Partnership Cash Flow per month or $8,000 per month. All costs incurred by the General Partner except Partner, excluding the costs of employing one or more local physicians to supervise the management and administration of the LithostarTM Mobile Systemact as a Medical Director, shall be paid by the Partnership directly. The Partnership will may also contract with qualified physicians desiring to use the LithostarTM Prostatron(R) Mobile System for the treatment of patients. Owning an interest in the Partnership shall not be a condition to using the LithostarTM. The General Partner and its Affiliates may engage in or possess an interest in other business ventures of any nature and description independently or with others, including, but not limited to, the operation of a mobile lithotripsy unit similar to the LithostarTM Mobile System, whether or not such business ventures are in direct or indirect competition with the Partnership, and neither the Partnership nor the Partners shall have any right by virtue of this Agreement in and to said independent ventures or to the income or profits derived therefrom. 21.5 In addition to other acts expressly prohibited or restricted by this Agreement or by law, the General Partner shall have no authority to act on behalf of the Partnership in: (a) Doing any act in contravention of this Agreement or its Certificate of Limited Partnership; (b) Doing any act which would make it impossible to carry on the ordinary business of the Partnership; (c) Possessing or in any manner dealing with the Partnership's property or assigning the rights of the Partnership in the Partnership's property for other than Partnership purposes; (d) Admitting a person as a Limited Partner or a General Partner except as provided in this Agreement; or (e) Performing any act (other than an act required by this Agreement or any act taken in good faith reliance upon counsel's opinion) which would, at the time such act occurred, subject any Limited Partner to liability as a general partner in any jurisdiction.Prostatron(R)

Management and Operation of Business. 21.1 20.1 All decisions with respect to the management of the business and affairs of the Partnership shall be made by the General Partner. 21.2 20.2 The General Partner shall be under no duty to devote all of its time to the business of the Partnership, but shall devote only such time as it deems necessary to conduct the Partnership business and to operate and manage the Partnership in an efficient manner. 21.3 20.3 The General Partner may charge to the Partnership all ordinary and necessary costs and expenses, direct and indirect, attributable to the activities, conduct and management of the business of the Partnership. The costs and expenses to be borne by the Partnership shall include, but are not limited to, all expenditures incurred in acquiring and financing the EquipmentEquipment or other Partnership property, legal and accounting fees and expenses, salaries of employees of the Partnership, consulting and quality assurance fees paid to independent contractors, insurance premiums and interest. 21.4 20.4 In addition to, and not in limitation of, any rights and powers covenanted by law or other provisions of this agreementAgreement, and except as limited, restricted or prohibited by the express provisions of this Agreement, the General Partner shall have any and may exercise on behalf of the Partnership all powers and rights necessary, proper, convenient or advisable to effectuate and carry out the purposes, business and objectives of the Partnership. Such powers shall include, without limitation, the following: (a) To acquire a LithostarTM Mobile Systemconduct the Offering and any Dilution Offering on behalf of the Partnership; (b) To acquire on behalf of the Partnership (i) a second LithostarTM system, one or more Prostatron(R) Mobile Systems; (ii) any other urological device(s) or equipment so long as such device has FDA premarket approval at the time it is required by the Partnership; or (iii) any other assets related to or equipment or an interest in another entity consistent with the provisions purposes of lithotripsy services the Partnership as provided in Article 4 (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.; (c) To purchase, hold, manage, lease, license and dispose of Partnership assets (including the LithostarTM Mobile System)assets, including the purchase, exchange, trade or sale of the Partnership's 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; provided, that should the Partnership assets be exchanged or traded for securities or other property (the "Replacement Property") the General Partner shall have the same powers with regard to the Replacement Property as it does towards the traded property; (d) To exercise the option of the General Partner or the Partnership to purchase a Limited Partner's Partnership Interest pursuant to Article 17; (e) To determine the travel itinerary and site locations for the LithostarTM Mobile SystemProstatron(R)Mobile System or other Partnership technology; (ef) 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 for 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; (fg) 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; (gh) To institute and defend actions at law or in equity; (hi) 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; (ij) To execute, acknowledge and deliver any and all instruments which may be deemed necessary or convenient to effect the foregoing; (j) To form a new limited partnership made up of qualified investors to treat gallstone patients (if the FDA ever approves the LithostarTM for such purpose), and to contract on behalf of the Partnership with the new limited partnership for the use for a fee of the LithostarTM for the treatment of the new limited partnership's gallstone patients; and (k) To engage or retain one or more persons to perform acts or provide materials as may be required by the Partnership, at the Partnership's expense, and to compensate such person or persons at a rate to be set by the General Partner, provided that the compensation is at the then prevailing rate for the type of services and materials provided, or both. Any person, whether a Partner, an Affiliate of a Partner or otherwise, including without limitation the General Partner, may be employed or engaged by the Partnership to render servicesservices and provide materials, including, but not limited to, management services, professional lithotripsy services, accounting services and services, quality assessment services, legal services, marketing services, maintenance services or provide materials; and if such person is a Partner or an Affiliate of a Partner, he (s)he shall be entitled to, and shall be paid compensation for said services or materials, anything in this Agreement to the contrary notwithstanding, provided that the compensation to be received for such services or materials is competitive in price and terms with then prevailing rate for the type of services and/or materials provided. The Partnership, pursuant to the terms of a Management Agreement, will contract with the General Partner with respect to the supervision and coordination of the management and administration of the day-to-day operations of the LithostarTM Mobile System Partnership's business for a monthly fee equal to the greater of 7.5% of net Partnership Cash Flow per month or $8,000 per month. All costs incurred by the General Partner except the costs of employing one or more local physicians to supervise the management and administration month (beginning as of the LithostarTM Mobile System, shall Closing Date but not to be paid by for more than four months before the Partnership directly. The Partnership will also contract with qualified physicians desiring to use the LithostarTM for the treatment of patients. Owning an interest month in the Partnership shall not be a condition to using the LithostarTM. The General Partner and its Affiliates may engage in or possess an interest in other business ventures of any nature and description independently or with others, including, but not limited to, the operation of a mobile lithotripsy unit similar to the LithostarTM Mobile System, whether or not such business ventures are in direct or indirect competition with the Partnership, and neither the Partnership nor the Partners shall have any right by virtue of this Agreement in and to said independent ventures or to the income or profits derived therefrom. 21.5 In addition to other acts expressly prohibited or restricted by this Agreement or by law, the General Partner shall have no authority to act on behalf of the Partnership in: (a) Doing any act in contravention of this Agreement or its Certificate of Limited Partnership; (b) Doing any act which would make it impossible to carry on the ordinary business of the Partnership; (c) Possessing or in any manner dealing with the Partnership's property or assigning the rights of the Partnership in the Partnership's property for other than Partnership purposes; (d) Admitting a person as a Limited Partner or a General Partner except as provided in this Agreement; or (e) Performing any act (other than an act required by this Agreement or any act taken in good faith reliance upon counsel's opinion) which would, at the time such act occurred, subject any Limited Partner to liability as a general partner in any jurisdiction.treatment

Management and Operation of Business. 21.1 20.1 All decisions with respect to the management of the business and affairs of the Partnership shall be made by the General Partner. 21.2 20.2 The General Partner shall be under no duty to devote all of its time to the business of the Partnership, but shall devote only such time as it deems necessary to conduct the Partnership business and to operate and manage the Partnership in an efficient manner. 21.3 20.3 The General Partner may charge to the Partnership all ordinary and necessary costs and expenses, direct and indirect, attributable to the activities, conduct and management of the business of the Partnership. The costs and expenses to be borne by the Partnership shall include, but are not limited to, all expenditures incurred in acquiring and financing the EquipmentEquipment or other Partnership property, legal and accounting fees and expenses, salaries of employees of the Partnership, consulting and quality assurance fees paid to independent contractors, insurance premiums and interest. 21.4 20.4 In addition to, and not in limitation of, any rights and powers covenanted by law or other provisions of this agreement, and except as limited, restricted or prohibited by the express provisions of this Agreement, the General Partner shall have any and may exercise on behalf of the Partnership all powers and rights necessary, proper, convenient or advisable to effectuate and carry out the purposes, business and objectives of the Partnership. Such powers shall include, without limitation, the following: (a) To acquire a LithostarTM Mobile Systemthe Venture Interest and execute and deliver the Venture Agreement and the Expense-Sharing Agreement; (b) To acquire on behalf of the Partnership and/or the Venture (i) a second LithostarTM systemone or more fixed-base or mobile lithotripsy systems, or (ii) any other assets related to the provisions provision of lithotripsy services services, or (iii) any other assets or equipment or an interest in another entity consistent with the purposes of the Partnership as provided in Article 4 (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.; (c) To purchase, hold, manage, lease, license and dispose of Partnership assets (including the LithostarTM Mobile SystemVenture Interest), including the purchase, exchange, trade or sale of the Partnership's 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; provided, that should the Partnership assets be exchanged or traded for securities or other property (the "Replacement Property") the General Partner shall have the same powers with regard to the Replacement Property as it does towards the traded property; (d) To exercise the option of the General Partner or the Partnership to purchase a Limited Partner's Partnership Interest pursuant to Article 17; (e) To determine the travel itinerary and site locations for the LithostarTM Lithostar(TM) Mobile SystemSystem or other Partnership technology; (ef) To borrow money for any Partnership or Venture 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 for 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; (fg) 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; (gh) To institute and defend actions at law or in equity; (hi) 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; (ij) To execute, acknowledge and deliver any and all instruments which may be deemed necessary or convenient to effect the foregoing; (jk) To form a new limited partnership made up of qualified investors to treat gallstone patients (if the FDA ever approves the LithostarTM Lithostar(TM) for such purpose), and to contract on behalf of the Partnership Partnership, the Venture and/or Texas III with the new limited partnership for the use for a fee of the LithostarTM Lithostar(TM) for the treatment of the new limited partnership's gallstone patients; and (kl) To engage or retain one or more persons to perform acts or provide materials as may be required by the Partnership, at the Partnership's expense, and to compensate such person or persons at a rate to be set by the General Partner, provided that the compensation is at the then prevailing rate for the type of services and materials provided, or both. Any person, whether a Partner, an Affiliate of a Partner or otherwise, including without limitation the General Partner, may be employed or engaged by the Partnership to render servicesservices and provide materials, including, but not limited to, management services, professional lithotripsy services, accounting services and services, quality assessment services, legal services, marketing services, maintenance services or provide materials; and if such person is a Partner or an Affiliate of a Partner, he shall be entitled to, and shall be paid compensation for said services or materials, anything in this Agreement to the contrary notwithstanding, provided that the compensation to be received for such services or materials is competitive in price and terms with then prevailing rate for the type of services and/or materials provided. The Partnership, pursuant to the terms of a Management Agreement, will contract with the General Partner Partner, with respect to the supervision and coordination of the management and administration of the day-to-day operations of the LithostarTM Lithostar(TM) Mobile System for a monthly fee equal to the greater of 7.5% of Partnership Cash Flow per month or $8,000 6,400 per month. All costs incurred by the General Partner except Partner, excluding the costs of employing one or more local physicians to supervise the management and administration of the LithostarTM Mobile Systemact as a Medical Director, shall be paid by the Partnership directly. The Partnership will may also contract with qualified physicians desiring to use the LithostarTM Lithostar(TM) Mobile System for the treatment of patients. Owning an interest in the Partnership shall not be a condition to using the LithostarTMLithostar(TM) Mobile System. The General Partner and its Affiliates may engage in or possess an interest in other business ventures of any nature and description independently or with others, including, but not limited to, the operation of a mobile lithotripsy unit similar to the LithostarTM Lithostar(TM) Mobile System, whether or not such business ventures are in direct or indirect competition with the Partnership, and neither the Partnership nor the Partners shall have any right by virtue of this Agreement in and to said independent ventures or to the income or profits derived therefrom. 21.5 20.5 In addition to other acts expressly prohibited or restricted by this Agreement or by law, the General Partner shall have no authority to act on behalf of the Partnership in: (a) Doing any act in contravention of this Agreement or its the Partnership's Certificate of Limited Partnership; (b) Doing any act which would make it impossible to carry on the ordinary business of the Partnership; (c) Confessing a judgment against the Partnership in connection with any threatened or pending legal action; (d) Possessing or in any manner dealing with the Partnership's property or assigning the rights of the Partnership in the Partnership's property for other than Partnership purposes; (de) Admitting a person as a Limited Partner or a General Partner except as provided in this Agreement; or (ef) Performing any act (other than an act required by this Agreement or any act taken in good faith reliance upon counsel's opinion) which would, at the time such act occurred, subject any Limited Partner to liability as a general partner in any jurisdiction.

Management and Operation of Business. 21.1 20.1 All decisions with respect to the management of the business and affairs of the Partnership shall be made by the General Partner. 21.2 20.2 The General Partner shall be under no duty to devote all of its time to the business of the Partnership, but shall devote only such time as it deems necessary to conduct the Partnership business and to operate and manage the Partnership in an efficient manner. 21.3 20.3 The General Partner may charge to the Partnership all ordinary and necessary costs and expenses, direct and indirect, attributable to the activities, conduct and management of the business of the Partnership. The costs and expenses to be borne by the Partnership shall include, but are not limited to, all expenditures incurred in acquiring and financing the EquipmentEquipment or other Partnership property, legal and accounting fees and expenses, salaries of employees of the Partnership, consulting and quality assurance fees paid to independent contractors, insurance premiums and interest. 21.4 20.4 In addition to, and not in limitation of, any rights and powers covenanted by law or other provisions of this agreement, and except as limited, restricted or prohibited by the express provisions of this Agreement, the General Partner shall have any and may exercise on behalf of the Partnership all powers and rights necessary, proper, convenient or advisable to effectuate and carry out the purposes, business and objectives of the Partnership. Such powers shall include, without limitation, the following: (a) To acquire a LithostarTM the initial Prostatron(R) Mobile System; (b) To acquire (i) a second LithostarTM system, or (ii) any other assets related to exercise the provisions option of lithotripsy services (collectively, the "Additional Assets"), at such times and at such price and upon such terms, as the General Partner deems or the Partnership to be in the best interest of the Partnership.purchase a Limited Partner's Partnership Interest pursuant to Article 17; (c) To purchase, hold, manage, lease, license and dispose of Partnership assets (including the LithostarTM Mobile System), including the purchase, exchange, trade or sale of the Partnership's 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; provided, that should the Partnership assets be exchanged or traded for securities or other property (the "Replacement Property") the General Partner shall have the same powers with regard to the Replacement Property as it does towards the traded property; (d) To determine the travel itinerary and site locations for the LithostarTM Prostatron(R) Mobile SystemSystem or other Partnership technology; (ed) 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 for 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; (fe) 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; (gf) To institute and defend actions at law or in equity; (hg) 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; (ih) To execute, acknowledge and deliver any and all instruments which may be deemed necessary or convenient to effect the foregoing; (j) To form a new limited partnership made up of qualified investors to treat gallstone patients (if the FDA ever approves the LithostarTM for such purpose), and to contract on behalf of the Partnership with the new limited partnership for the use for a fee of the LithostarTM for the treatment of the new limited partnership's gallstone patients; and (ki) To engage or retain one or more persons to perform acts or provide materials as may be required by the Partnership, at the Partnership's expense, and to compensate such person or persons at a rate to be set by the General Partner, provided that the compensation is at the then prevailing rate for the type of services and materials provided, or both. Any person, whether a Partner, an Affiliate of a Partner or otherwise, including without limitation the General Partner, may be employed or engaged by the Partnership to render servicesservices and provide materials, including, but not limited to, management services, professional lithotripsy services, accounting services and services, quality assessment services, legal services, marketing services, maintenance services or provide materials; and if such person is a Partner or an Affiliate of a Partner, he shall be entitled to, and shall be paid compensation for said services or materials, anything in this Agreement to the contrary notwithstanding, provided that the compensation to be received for such services or materials is competitive in price and terms with then prevailing rate for the type of services and/or materials provided. The Partnership, pursuant to the terms of a Management Agreement, will contract with Lithotripters, Inc., a North Carolina corporation and an Affiliate of the General Partner Partner, with respect to the supervision and coordination of the management and administration of the day-to-day operations of the LithostarTM Prostatron(R) Mobile System for a monthly fee equal to the greater of 7.5% of Partnership Cash Flow per month or $8,000 per month. All costs incurred by the General Partner except the costs of employing one or more local physicians to supervise the Lithotripters, Inc. in performing its duties as management and administration of the LithostarTM Mobile System, agent shall be paid by the Partnership directly. The Partnership will may also contract with qualified physicians desiring to use the LithostarTM Prostatron(R) Mobile System for the treatment of patients. Owning an interest in the Partnership shall not be a condition to using the LithostarTM. The General Partner and its Affiliates may engage in or possess an interest in other business ventures of any nature and description independently or with others, including, but not limited to, the operation of a mobile lithotripsy unit similar to the LithostarTM Mobile System, whether or not such business ventures are in direct or indirect competition with the Partnership, and neither the Partnership nor the Partners shall have any right by virtue of this Agreement in and to said independent ventures or to the income or profits derived therefrom. 21.5 In addition to other acts expressly prohibited or restricted by this Agreement or by law, the General Partner shall have no authority to act on behalf of the Partnership in: (a) Doing any act in contravention of this Agreement or its Certificate of Limited Partnership; (b) Doing any act which would make it impossible to carry on the ordinary business of the Partnership; (c) Possessing or in any manner dealing with the Partnership's property or assigning the rights of the Partnership in the Partnership's property for other than Partnership purposes; (d) Admitting a person as a Limited Partner or a General Partner except as provided in this Agreement; or (e) Performing any act (other than an act required by this Agreement or any act taken in good faith reliance upon counsel's opinion) which would, at the time such act occurred, subject any Limited Partner to liability as a general partner in any jurisdiction.Prostatron(R)

Management and Operation of Business. 21.1 All decisions with respect to the management of the business and affairs of the Partnership shall be made by the General Partner. 21.2 The General Partner shall be under no duty to devote all of its time to the business of the Partnership, but shall devote only such time as it deems necessary to conduct the Partnership business and to operate and manage the Partnership in an efficient manner. 21.3 The General Partner may charge to the Partnership all ordinary and necessary costs and expenses, direct and indirect, attributable to the activities, conduct and management of the business of the Partnership. The costs and expenses to be borne by the Partnership shall include, but are not limited to, all expenditures incurred in acquiring and financing the EquipmentEquipment or other Partnership property, legal and accounting fees and expenses, salaries of employees of the Partnership, consulting and quality assurance fees paid to independent contractors, insurance premiums and interest. 21.4 In addition to, and not in limitation of, any rights and powers covenanted by law or other provisions of this agreement, and except as limited, restricted or prohibited by the express provisions of this Agreement, the General Partner shall have any and may exercise on behalf of the Partnership all powers and rights necessary, proper, convenient or advisable to effectuate and carry out the purposes, business and objectives of the Partnership. Such powers shall include, without limitation, the following: (a) To acquire a LithostarTM Mobile Lithotripsy System; (b) To acquire on behalf of the Partnership (i) a second LithostarTM systemone or more fixed-base or Mobile Lithotripsy Systems, or (ii) any other assets related to the provisions provision of lithotripsy services services, or (iii) any other assets or equipment consistent with the purposes of the Partnership as provided in Article 4 (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.; (c) To purchase, hold, manage, lease, license and dispose of Partnership assets (including the LithostarTM Mobile Lithotripsy System), including the purchase, exchange, trade or sale of the Partnership's 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; provided, that should the Partnership assets be exchanged or traded for securities or other property (the "Replacement Property") the General Partner shall have the same powers with regard to the Replacement Property as it does towards the traded property; (d) To exercise the option of the General Partner or the Partnership to purchase a Limited Partner's Partnership Interest pursuant to Article 18; (e) To determine the travel itinerary and site locations for the LithostarTM Mobile SystemLithotripsy System or other Partnership technology; (ef) 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 for 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; (fg) 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; (gh) To institute and defend actions at law or in equity; (hi) 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; (ij) To execute, acknowledge and deliver any and all instruments which may be deemed necessary or convenient to effect the foregoing; (j) To form a new limited partnership made up of qualified investors to treat gallstone patients (if the FDA ever approves the LithostarTM for such purpose), and to contract on behalf of the Partnership with the new limited partnership for the use for a fee of the LithostarTM for the treatment of the new limited partnership's gallstone patients; and (k) To engage or retain one or more persons to perform acts or provide materials as may be required by the Partnership, at the Partnership's expense, and to compensate such person or persons at a rate to be set by the General Partner, provided that the compensation is at the then prevailing rate for the type of services and materials provided, or both. Any person, whether a Partner, an Affiliate of a Partner or otherwise, including without limitation the General Partner, may be employed or engaged by the Partnership to render servicesservices and provide materials, including, but not limited to, management services, professional lithotripsy services, accounting services and services, quality assessment services, legal services, marketing services, maintenance services or provide materials; and if such person is a Partner or an Affiliate of a Partner, he shall be entitled to, and shall be paid compensation for said services or materials, anything in this Agreement to the contrary notwithstanding, provided that the compensation to be received for such services or materials is competitive in price and terms with then prevailing rate for the type of services and/or materials provided. The Partnership, pursuant to the terms of a Management Agreement, will contract with the General Partner Partner, with respect to the supervision and coordination of the management and administration of the day-to-day operations of the LithostarTM Mobile Lithotripsy System for a monthly fee equal to the greater of 7.5% of Partnership Cash Flow per month or $8,000 per month. All costs incurred by the General Partner except Partner, excluding the costs of employing one or more local physicians to supervise the management and administration of the LithostarTM Mobile Systemact as a Medical Director, shall be paid by the Partnership directly. The Partnership will may also contract with qualified physicians desiring to use the LithostarTM Mobile Lithotripsy System for the treatment of patients. Owning an interest in the Partnership shall not be a condition to using the LithostarTMMobile Lithotripsy System. The General Partner and its Affiliates may engage in or possess an interest in other business ventures of any nature and description independently or with others, including, but not limited to, the operation of a mobile lithotripsy unit similar to the LithostarTM Mobile Lithotripsy System, whether or not such business ventures are in direct or indirect competition with the Partnership, and neither the Partnership nor the Partners shall have any right by virtue of this Agreement in and to said independent ventures or to the income or profits derived therefrom. Notwithstanding the above, if the General Partner, in its sole discretion, elects to cause the Partnership to provide services in the State of Illinois, the General Partner may determine, in its sole discretion, the terms and conditions that the Partnership will contract with PKST regarding the provision of lithotripsy services to hospitals already contracting with PKST, and shall determine the fee or other remuneration payable to or retained by PKST. 21.5 In addition to other acts expressly prohibited or restricted by this Agreement or by law, the General Partner shall have no authority to act on behalf of the Partnership in: (a) Doing any act in contravention of this Agreement or its the Partnership's Certificate of Limited Partnership; (b) Doing any act which would make it impossible to carry on the ordinary business of the Partnership; (c) Confessing a judgment against the Partnership in connection with any threatened or pending legal action; (d) Possessing or in any manner dealing with the Partnership's property or assigning the rights of the Partnership in the Partnership's property for other than Partnership purposes; (de) Admitting a person as a Limited Partner or a General Partner except as provided in this Agreement; or (ef) Performing any act (other than an act required by this Agreement or any act taken in good faith reliance upon counsel's opinion) which would, at the time such act occurred, subject any Limited Partner to liability as a general partner in any jurisdiction.