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This RECEIVABLES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of March 31, 2004, among KCI FUNDING CORPORATION, a Delaware corporation, as seller the “Seller”), BEARINGPOINT, INC. (F/K/A KPMG CONSULTING, INC.), a Delaware corporation (“BPI”), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), MARKET STREET FUNDING CORPORATION, a Delaware corporation (“Market Street”), as a Conduit Purchaser and a Related Committed Purchaser, PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC”), as agent for Market Street Purchaser Group, THREE RIVERS FUNDING CORPORATION, a Delaware corporation (“Three Rivers”), as a Conduit Purchaser and a Related Committed Purchaser, MELLON BANK, N. A., a national banking association (“Mellon”), as agent for Three Rivers Purchaser Group, and each of the other members of each Purchaser Group that become parties hereto by executing an Assumption Agreement or a Transfer Supplement, and PNC, as administrator for each Purchaser Group, a party hereto or that become parties (in such capacity, the “Administrator”).

PRELIMINARY STATEMENTS.

Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time.

This Agreement amends and restates as of the Agreement Effective Date in its entirety that certain Receivables Purchase Agreement dated as of May 22, 2000 (the “Original Agreement”), among the Seller, the servicer, Market Street and PNC, as Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, the Sellers and the servicer shall continue to be liable to Market Street, the Administrator or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) with respect to all unpaid fees and expenses accrued to the date hereof and owing by them under the Original Agreement and all agreements thereunder to indemnify such parties in connection with events or conditions arising or existing prior to the Agreement Effective Date. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement.

The Seller desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers.