TITLE:  Executive Committee Stock Ownership


1.   PURPOSE:

     To further align the economic interests of the members of the
     Company's senior management with the Company's Shareholders.
     
2.   POLICY:

     It is the policy of Kinetic Concepts, Inc. that the Company's
     senior management team have a significant direct economic
     interest in the Company.  As a result, each member of the
     Executive Committee shall acquire and retain common stock of
     the Company with a fair market value equal to such
     individual's base salary (the "stock ownership target").
     
3.   PROCEDURES:

     Executive Committee members shall have four calendar years to
     meet their stock ownership target.  For existing Executive
     Committee members, the effective date of this policy shall be
     January 1, 1996.  Individuals who later become members of the
     Executive Committee shall become subject to the policy on the
     first of January immediately following their appointment.
     Executive Committee members may obtain common stock by
     purchasing stock in the open market, obtaining stock under
     Company benefit plans or by exercising existing vested stock
     options which they have.  In order to assist the Executive
     Committee members in making such purchases, the Company will
     loan members of the Executive Committee sufficient funds to
     purchase said stock or exercise said stock options (including
     the cost of any withholding associated with the stock option
     exercise).  Such loans will be amortized over five years, bear
     interest at the applicable federal rate determined by the
     Internal Revenue Service and require yearly principal and
     interest payments.
     
     Executive Committee members will be required to have acquired
     common stock with a value equal to 100% of their base salary
     by the end of the fourth calendar year, and to have
     accumulated stock with a fair market value of at least 25% of
     their base salary during or prior to each of the four calendar
     years.  Members of the Executive Committee who are also
     members of the Company's Board of Directors will be required
     to have acquired common stock with a value equal to 200% of
     their base salary by the end of the fourth calendar year, and
     to have accumulated stock with a fair market value of at least
     50% of their base salary during or prior to each of the four
     calendar years.  Stock owned prior to any period in excess of
     the amount required for that period will be carried over and
     attributed to the next period.  The percentage of an Executive
     Committee member's base salary attributed to a stock purchase
     will be made on the last day of the month in which the
     purchase was made or, in the case of stock owned prior to the
     adoption of the policy, January 1, 1996.  The percentage
     attributed to a particular purchase will not be adjusted for
     later changes in salary or the price of the Company's common
     stock.
     
     
     The following is an example which illustrates the policy:
     
Year                Pre-Policy   Year 1   Year 2     Year 3     Year 4
Base Salary       $150,000     $160,000 $165,000   $170,000   $175,000
Common Stock                                                  
  Price           $7           $8       $10        $12        $14
Shares Acquired   5000         5000     5000       5000       0
Percentage                                                    
  Acquired        23.3%        25%      30.3%      35.3%      0
Percentage                                                    
  Required        0            25%      50%        75%        100%
Aggregate                                                     
  Percentage      23.3%        48.3%    78.6%      113.9%     113.9%