INDEX OF BYLAWS

OF

MEDCLAIM, INC.

ARTICLE I.

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BYLAWS

OF

MEDCLAIM, INC.

Section 1.

LOCATION OF OFFICES

Section 1.1                                      Principal office.  The principal office of the corporation shall be located at such place as the Board of Directors may fix from time to time.

Section 1.2                                      Registered office.  The registered office of the corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.

Section 1.3                                      Other offices.  The corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors may designate or as the affairs of the corporation may require from time to time.

Section 2.

MEETINGS OF THE SHAREHOLDERS

Section 2.1                                      Place of meetings.  All meetings of the shareholders shall be held at the principal office of the corporation, or at such other place, either within or without the State of North Carolina, as shall in each case be (i) fixed by the President, the Secretary, or the Board of Directors and designated in the notice of meeting or (ii) agreed upon by a majority of the shareholders entitled to vote at the meeting.

Section 2.2                                      Annual meetings.  The annual meeting of the shareholders shall be held at ten oclock a.m. on the 2nd Tuesday in March of each year, at the principal office of the Corporation, for the purpose of electing directors of the corporation and for the transaction of such other business as may be properly brought before the meeting.  If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.

Section 2.3                                      Substitute annual meeting.  If the President determines that an annual meeting shall not be held upon the date or at the place set forth in Section 2.2, the annual meeting may be moved to such time and place as provided by notice in accordance with the provisions of Section 2.5.  A meeting so called shall be designated and treated for all purposes as the annual meeting.

Section 2.4                                      Special meetings.  Special meetings of the shareholders may be called at any time by the President, the Secretary, or the Board of Directors, and shall be called pursuant to the written request of the holders of not less than one-third of all the votes entitled to be cast on any issue proposed to be considered at the meeting.

Section 2.5                                      Notice of meetings.  Written notice stating the time, and place of the meeting shall be given not less than ten or more than sixty days before the date of any

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shareholders meeting, either by personal delivery, or by facsimile transmission or by mail or private carrier, by or at the direction of the Board of Directors, the President, the Secretary, or other person calling the meeting, to each shareholder entitled to vote at such meeting; provided that such notice must be given to all shareholders with respect to any meeting at which a merger or share exchange is to be considered and in such other instances as required by law.  If mailed, such notice shall be deemed to be effective when deposited in the United States mail, correctly addressed to the shareholder at the shareholders address as it appears on the current record of shareholders of the corporation, with postage thereon prepaid.  The address of any notice sent to a shareholder shall be presumed correct unless he has submitted to the Secretary of the Corporation a notice, in writing, stating his correct address.

In the case of a special meeting, the notice of meeting shall include a description of the purpose or purposes for which the meeting is called; but, in the case of an annual or substitute annual meeting, the notice of meeting need not include a description of the purpose or purposes for which the meeting is called unless such a description is required by the provisions of the North Carolina Business Corporation Act.

When a meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment and if a new record date is not fixed for the adjourned meeting; but if a new record date is fixed for the adjourned meeting (which must be done if the new date is more than 120 days after the date of the original meeting), notice of the adjourned meeting must be given as provided in this section to persons who are shareholders as of the new record date.

Section 2.6                                      Waiver of notice.  Any shareholder may waive notice of any meeting before or after the meeting.  The waiver must be in writing, signed by the shareholder, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.  A shareholders attendance, in person or by proxy, at a meeting (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder or his proxy at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder or his proxy objects to considering the matter before it is voted upon.

Section 2.7                                      Shareholders List Before each meeting of shareholders, the Secretary of the corporation shall prepare an alphabetical list of the shareholders entitled to notice of such meeting.  The list shall be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder.  The list shall be kept on file at the principal office of the corporation, or at a place identified in the meeting notice in the city where the meeting is held, for the period beginning two business days after notice of the meeting is given and continuing through the meeting, and shall be available for inspection by any shareholder, his agent or attorney, at any time during regular business hours.  The list shall also be available at the meeting and shall be subject to inspection by any shareholder, his agent

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or attorney, at any time during the meeting or any adjournment thereof.  Only shareholders of record, as determined pursuant to Section 7.4, and their proxies shall be entitled to vote at the meeting.

Section 2.8                                      Voting Group.  All shares of one or more classes or series that under the Articles of Incorporation or the North Carolina Business Corporation Act are entitled to vote and be counted together collectively on a matter at a meeting of shareholders constitute a voting group.  All shares entitled by the Articles of Incorporation or the North Carolina Business Corporation Act to vote generally on a matter are for that purpose a single voting group.  Classes or series of shares shall not be entitled to vote separately by voting group unless expressly authorized by the Articles of Incorporation or specifically required by law.

Section 2.9                                      Quorum.  Shares entitled to vote as a separate voting group may take action on a matter at the meeting only if a quorum of those shares exists.  A majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

If the absence of a quorum at the opening of any meeting of the shareholders, such meeting may be adjourned from time to time by the vote of a majority of the votes cast on the motion to adjourn; and, subject to the provisions of Section 2.5 of this Article Il, at any adjourned meeting any business may be transacted that might have been transacted at the original meeting if a quorum exists with respect to the matter proposed.

Section 2.10                                Proxies.  Shares may be voted either in person or by one or more proxies authorized by a written appointment of proxy signed by the shareholder or by his duly authorized attorney in fact.  An appointment of proxy is valid for eleven months from the date of its execution, unless a different period is expressly provided in the appointment form.

Section 2.11                                Voting of shares.  Subject to the provisions of the Articles of Incorporation, each outstanding share shall be entitled to one vote on each matter voted on at a meeting of the shareholders.

Except in the election of directors as governed by the provisions of Section 3.3, if a quorum exists, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless a greater vote is required by law or the Articles of Incorporation or these bylaws.

Absent special circumstances, shares of the corporation are not entitled to vote if they are owned, directly or indirectly, by another corporation in which the corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation; provided that this provision does not limit the power of the corporation to vote its own shares held by it in a fiduciary capacity.

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Section 2.12                                Informal action by shareholders.  Any action that is required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if one or more written consents, describing the action so taken, shall be signed by all of the shareholders who would be entitled to vote upon such action at a meeting, and delivered to the corporation for inclusion in the minutes or filing with the corporation records.  The written consents required hereunder may be transmitted by electronic facsimile, and a signature given by such facsimile transmission shall be valid

If the corporation is required by law to give notice to nonvoting shareholders of action to be taken by unanimous written consent of the voting shareholders, then the corporation shall give the nonvoting shareholders, if any, written notice of the proposed action at least ten days before the action is taken.

Section 2.13                                Participation in Meeting by Telephone.  Unless shareholders representing a majority of shareholders object, a shareholder may participate in a meeting by telephone.

Section 3.

BOARD OF DIRECTORS

Section 3.1                                      General powers.  All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board of Directors.

Section 3.2                                      Number and qualifications.  The number of directors constituting the Board of Directors shall be one.  The shareholders or Board of Directors may from time to time change the number of directors by amendment of these bylaws.  Directors need not be residents of the State of North Carolina or shareholders of the corporation.

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