LIMITED PARTNERSHIP AGREEMENT
OF
KCI REAL PROPERTY LIMITED

THIS LIMITED PARTNERSHIP AGREEMENT (this Agreement) is entered into by and between KCI USA Real Holdings, L.L.C., a Delaware limited liability company, as the general partner, and KCI Real Holdings, L.L.C., a Delaware limited liability company, as the sole limited partner.

RECITATIONS

KCI Real Property Limited, a Texas limited liability company (KCIP), has filed Articles of Conversion and executed a Plan of Conversion, pursuant to which KCIP has been converted into KCI Real Property Limited, a Texas limited partnership (the Partnership) effective on December 17, 2001 (the Effective Date).

The Partnership has been formed with KCI USA Real Holdings, L.L.C., a Delaware limited liability company (the General Partner), owning a 10% partnership interest and serving as the General Partner and KCI Real Holdings, L.L.C., a Delaware limited liability company (the Original Limited Partner) owning a 90% partnership interest and being a Limited Partner.

The General Partner and the Original Limited Partner desire to adopt this Partnership Agreement to read as hereinafter set forth.

NOW, THEREFORE, to reflect the foregoing, the parties hereto agree as follows:

1.                                       The General Partner is hereby admitted to the Partnership as a general partner and the Original Limited Partner is hereby admitted to the Partnership as a limited partner.

2.                                       The General Partner and the Limited Partners agree as follows:

ARTICLE I

DEFINITIONS

1.1                                 Definitions.  As used in this Agreement, the following terms shall have the respective meanings indicated:

Affiliate shall mean, when used with reference to a specific Person, (a) any Person that directly or indirectly controls, is controlled by, or is under common control with the specified Person, (b) any Person that is an officer, director, partner, trustee, or serves in a similar capacity with respect to the specified Person, or for which the specified Person is an officer, partner, trustee, or serves in a similar capacity, and (c) any Person that, directly or indirectly, is the beneficial owner of ten percent (10%) or more of any class of equity securities of the specified Person, or of which the specified Person, directly or indirectly, is the owner of ten percent (10%) or more of any class of equity securities.

Agreement or Partnership Agreement shall mean this Limited Partnership Agreement of KCI Real Property Limited, as amended or restated from time to time.

Available Cash shall mean, at the time of determination, the amount of Partnership cash on hand that exceeds the amount necessary to meet the current costs, expenses, and liabilities of the Partnership and to provide for adequate reserves, as determined in the reasonable discretion of the

General Partner.  In determining the amount of Available Cash, the General Partner shall take into account, in addition to all other costs, expenses and liabilities, the amount required to (i) pay interest due and payable on any Partnership indebtedness, (ii) make principal payments on Partnership indebtedness as required or advisable, and (iii) pay the reimbursement of the costs and expenses set forth in Section 9.7 hereof.  For purposes of determining Available Cash, depreciation shall not be considered an expense of the Partnership.

Bankrupt or Bankruptcy shall mean, in respect of a Partner, the occurrence of any of the following with respect to such Partner:

(a)                                  such Partner shall (i) voluntarily consent to an order for relief by filing a petition for relief under the laws of the United States codified as Title 11 of the United States Code, (ii) seek, consent to, or not contest the appointment of a receiver, custodian, or trustee for itself or for all or any part of its property, (iii) file a petition seeking relief under the bankruptcy, arrangement, reorganization, or other debtor relief laws of any state or other competent jurisdiction, (iv) make a general assignment for the benefit of creditors, or (v) admit in writing that it is generally not paying its debts as such debts become due;

(b)                                 (i) a petition is filed against such Partner seeking an order for relief under the laws of the United States codified as Title 11 of the United States Code, or seeking relief under the bankruptcy, arrangement, reorganization, or other debtor relief laws of the United States or any state or other competent jurisdiction, or (ii) a court of competent jurisdiction enters an order, judgment, or decree appointing, without the consent of such Partner, a receiver, custodian, or trustee for it, or for all or any part of its property, and such petition, order, judgment, or decree shall not be and remain discharged or stayed within sixty (60) days after its entry; or

(c)                                  the interest in the Partnership or any Partner is seized or subjected to a charging order by a creditor of such Partner and the same is not released from seizure or charging order or bonded out within thirty (30) days from the date of notice of such seizure or charging order.

Capital Account shall mean a separate account for each Partner which shall be maintained as follows:

(a)                                  To each Partners Capital Account there shall be credited such Partners Capital Contributions, such Partners distributive share of Profits, and the amount of any Partnership liabilities assumed by such Partner or which are secured by any of the Partnerships property Distributed to such Partner; and

(b)                                 To each Partners Capital Account there shall be debited the amount of Distributions to such Partner pursuant to any provision of this Agreement, such Partners distributive share of Losses, and the amount of any liabilities of such Partner assumed by the Partnership or which are secured by any property contributed by such Partner to the Partnership.

In the event any interest in the Partnership is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations.  In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits

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thereto, are computed in order to comply with such Regulations, the General Partner may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Partner upon the dissolution of the Partnership.  The General Partner shall adjust the amounts debited or credited to Capital Accounts with respect to (i) any property contributed to the Partnership or distributed to the Partners, and (ii) any liabilities which are secured by such contributed or distributed property or which are assumed by the Partnership or the General Partner, in the event the General Partner shall determine such adjustments are necessary or appropriate pursuant to Regulations Section 1.704-1(b)(2)(iv).  The General Partner also shall make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b).

Capital Contribution shall mean the amount of money and the fair market value of property contributed to the Partnership by a Partner.  The initial Capital Contributions of each Partner are set forth in Exhibit A.

Certificate of Limited Partnership shall mean a certificate in the form acceptable for filing with the Secretary of State of Texas under the Limited Partnership Act.

Code shall mean the Internal Revenue Code of 1986, as amended from time to time, and the corresponding provisions of any successor statute.

Dispose, Disposing, and Disposition shall mean a sale, assignment, transfer, exchange, mortgage, pledge, grant of a security interest, or other disposition or encumbrance or the acts thereof.

Distributions shall mean the amount of cash and the fair market value of any property distributed to a Partner, after appropriate reduction for any liabilities assumed by a Partner in connection with such Distribution.

Effective Date shall have the meaning set forth in the recitals.

General Partner shall mean KCI USA Real Holdings, L.L.C., a Delaware limited liability company, together with each other Person (if any) that subsequently becomes a General Partner in the Partnership pursuant to the provisions of this Agreement, but excludes any such Person that subsequently ceases to be a General Partner pursuant to the provisions of this Agreement.

Independent Accountants shall mean the independent accountants selected by the General Partner.

Limited Partners shall mean each Person set forth on Exhibit A hereto and that is designated on the signature pages hereof as, and that has executed this Agreement as a Limited Partner, but excludes any such Person that subsequently ceases to be a Limited Partner pursuant to the provisions of this Agreement, all as shown on the books and records of the Partnership.

Limited Partnership Act shall mean the Texas Revised Limited Partnership Act, Texas Civil Statutes, Article 6132a-1, adopted 1987, as amended from time to time, and any successor to said Act.

Liquidator shall have the meaning set forth in Section 13.2 hereof.

Partners or Partner shall mean the General Partner and the Limited Partners, or any one of them.

Partnership shall have the meaning attributed to it in Section 3.1.

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Partnership Interest shall have the meaning set forth in Section 6.3 hereof.

Partnership Year shall mean the calendar year.

Percentage Interest shall have the meaning set forth in Section 6.3 hereof.

Person shall mean an individual, partnership, corporation, trust, unincorporated association, or other entity or association.

Profits and Losses shall mean for each Partnership Year or other period, an amount equal to the Partnerships 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:

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

(b)                                 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)(i), and not otherwise taken into account in computing Profits or Losses shall be subtracted from such taxable income or loss;

(c)                                  Gain or loss resulting from any Disposition of Partnership property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the fair market value of the property Disposed of, notwithstanding that the adjusted tax basis of such property differs from its fair market value;

(d)                                 In the event the Partnership makes a Distribution of Partnership property in kind, Profits and Losses shall include the amount of gain or loss which the Partnership would have recognized if the property distributed had been sold for its fair market value (after appropriate adjustment for liabilities) immediately prior to such Distribution.

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