ARTICLE I

        Kinetic Concepts, Inc., pursuant to the provisions of Article 4.07 of the Texas Business Corporation Act ("TBCA"), hereby adopts restated articles of incorporation that accurately copy the articles of incorporation and all amendments thereto that are in effect to date and as further amended by such restated articles of incorporation as hereinafter set forth and that contain no other change in any provisions thereof.

ARTICLE II

        The articles of incorporation of the corporation are amended by the restated articles of incorporation as follows:

        A.    Article Three of the Amended and Restated Articles of Incorporation is hereby amended to read, in its entirety, as follows:

ARTICLE THREE

        The purpose for which the Corporation is organized is to transact any or all lawful business for which corporations may be organized under the Texas Business Corporation Act; provided, however, that the Corporation shall not transact any business in this state that is prohibited by Article 2.01-B of the Texas Business Corporation Act (the "TBCA").

        B.    The first sentence of Article Four of the Amended and Restated Articles of Incorporation is hereby amended to read, in its entirety, as follows:

        The total number of shares of all classes of stock that the Corporation is authorized to issue is 275,000,000 shares, of which 225,000,000 shares shall be designated Common Stock, par value $.001 per share ("Common Stock"), and 50,000,000 shares shall be designated Preferred Stock, par value $.001 per share ("Preferred Stock").

        C.    Article Four of the Amended and Restated Articles of Incorporation is hereby amended by the addition of a final paragraph to read, in its entirety, as follows:

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