<PAGE>   1
                                                                     EXHIBIT 4.1


                            MASTER WARRANT AGREEMENT

         THIS MASTER WARRANT AGREEMENT ("Agreement") dated as of December 29,
2000 is entered into by and between Amedisys, Inc., a Delaware corporation
("Amedisys"), and HCA - The Healthcare Company (formerly known as Columbia/HCA
Healthcare Corporation) (hereinafter referred to as "HCA").

                                   WITNESSETH

         WHEREAS, the parties have entered into that certain Termination of
Credit Agreement whereby HCA agreed to relieve the obligations of Amedisys under
that certain Credit Agreement, dated as of November 16, 1998, by and between the
parties, as amended by that certain Loan Modification Agreement, dated as of
September 30, 1999 (the "Credit Agreement"), including Amedisys' obligation
under that certain Promissory Note dated December 1, 1998, in which Amedisys
promised to pay to order of HCA the principal sum of Fourteen Million Five
Thousand Nine Hundred Eighty Three and 27/100 Dollars, plus interest (the
"Note"); and

         WHEREAS, in exchange and consideration for HCA entering into the
Termination of Credit Agreement and for HCA relieving the obligations of
Amedisys under the Credit Agreement and the Note, Amedisys has agreed to pay
Columbia the full sum of Nine Million and no/100 Dollars, cash, and to issue
warrants to HCA to purchase Amedisys common stock pursuant to this Agreement;
and

         WHEREAS, Amedisys proposes to issue to HCA warrants (the "Warrants") to
purchase up to 200,000 shares (the "Shares"), of Amedisys common stock ("Common
Stock"), par value $.001 per share, subject to the terms and conditions
contained herein; and

         NOW, THEREFORE, in consideration of the premises, agreements herein set
forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

1.       GRANT. Amedisys hereby agrees to issue stock purchase warrants
         entitling HCA to purchase, subject to the terms and conditions of
         Section 5 hereof, up to an aggregate of 200,000 shares of Common Stock.
         The Warrants will be issued in consideration of the release by HCA of
         Amedisys' obligations under the Credit Agreement and Note. The number
         of Warrants issued and underlying Shares purchasable is subject to the
         terms and conditions provided in Section 5 below. The Warrants will be
         exercisable by HCA or any other Warrant Holder (as defined below) as to
         all or any lesser number of shares of Common Stock covered thereby, at
         an initial Exercise Price of $5.00 per share ("Exercise Price"),
         subject to adjustment as provided in Section 5 below, for the exercise
         period(s) defined herein. The term "Warrant Holder" refers to HCA and
         any transferee or transferees of HCA permitted hereunder. Such term,
         when used in this Warrant Agreement in reference to or in the context
         of a person who holds or owns shares of Common Stock issued upon
         exercise of a Warrant, refers, where appropriate, to such person who
         holds or owns such shares of Common Stock.

2.       WARRANT CERTIFICATES. The warrant certificates to be delivered pursuant
         to this Agreement (the "Warrant Certificates") shall be in the form set
         forth in Exhibit A attached hereto and


<PAGE>   2


         made a part hereof, with such appropriate insertions, omissions,
         substitutions and other variations as required or permitted by this
         Agreement. The Warrant Certificates shall be executed on behalf of
         Amedisys by the manual or facsimile signature of the present or any
         future Chairman or Vice Chairman of the Board of Directors, Chief
         Executive Officer or senior financial officer of Amedisys under its
         corporate seal reproduced thereon, attested to by the manual or
         facsimile signature of the present or any future Secretary or Assistant
         Secretary of Amedisys. Warrant Certificates shall be dated the date of
         execution by Amedisys upon issuance, division, exchange, substitution
         or transfer.

3.       EXERCISE OF WARRANT. The Warrants shall be exercisable as set forth in
         the Warrant Certificate.

4.       RESERVED.

5.       ADJUSTMENT OF GRANTS AND EXERCISE PRICE. The Exercise Price and the
         number of Warrants granted are subject to the terms and conditions set
         forth in this Section 5, and to further adjustment as set forth in the
         Warrant Certificate. All share number and dollar amounts in this
         Section 5 shall be subject to appropriate adjustment to reflect any
         stock split, reclassification, stock dividend or reorganization, in the
         manner contemplated for adjustments to the Exercise Price and number of
         Warrant Shares and action contemplated by Section 6(a) of the Warrant
         Certificate. Specifically, Amedisys will not take any action
         contemplated by Section 6(a) of the Warrant Certificate without
         ensuring that the provisions of such Section are satisfied with respect
         to all unissued Warrants that could potentially be issued under this
         Agreement.

         a.       Initial Grant. Amedisys hereby grants to HCA a Warrant
                  Certificate evidencing the right to purchase, at any time from
                  December 29, 2000, until 5:00 p.m. CST, on December 28, 2005
                  (the "Initial Warrant Exercise Term"), up to 50,000 fully-paid
                  and non-assessable Shares at an exercise price of $5.00 per
                  Share.

b.       Year 2001 Grant.

         i.       If, on December 28, 2001, the Market Price, (as defined in the
                  Warrant Certificate) of Amedisys common stock is greater than
                  or equal to $10.00, then HCA shall not be entitled to, and
                  Amedisys shall not be obligated for, any year 2001 Warrant
                  grant.

         ii.      If, on December 28, 2001, the Market Price of Amedisys common
                  stock is less than or equal to $5.00, then HCA shall be
                  entitled to, and Amedisys shall grant to HCA, on December 29,
                  2001, a Warrant Certificate evidencing the right to purchase,
                  at any time from December 29, 2001, until 5:00 p.m. CST, on
                  December 28, 2006 (the "2001 Warrant Exercise Term"), up to
                  50,000 fully-paid and non-assessable Shares at an initial
                  exercise price of $5.00.

         iii.     If, on December 28, 2001, the Market Price of Amedisys common
                  stock is greater than $5.00 but less than $10.00, then HCA
                  shall be entitled to, and Amedisys shall grant to HCA, on
                  December 29, 2001, the right to purchase,





<PAGE>   3

                  at any time during the 2001 Warrant Exercise Term, up to the
                  Pro Rata Share Amount, as defined below, of fully-paid and
                  non-assessable Shares at an initial exercise price equal to
                  the Market Price.

                  The term "Pro Rata Share Amount," as used in this subsection,
                  shall refer to that number calculated by subtracting the
                  Market Price from $10.00, then dividing the total by $5.00,
                  then multiplying the resulting quotient by 50,000. For
                  example, if the Market Price on December 28, 2001, is $6.00,
                  the Pro Rata Share Amount would be 40,000 as follows:

                           [($10.00 - $6.00) / $5.00] x 50,000 = 40,000

c.       Year 2002 Grant.

         i.       If, on December 28, 2002, the Market Price of Amedisys common
                  stock is greater than or equal to $15.00, then HCA shall not
                  be entitled to, and Amedisys shall not be obligated for, any
                  year 2002 Warrant grant.

         ii.      If, on December 28, 2002, the Market Price of Amedisys common
                  stock is less than or equal to $10.00, then HCA shall be
                  entitled to, and Amedisys shall grant to HCA, on December 29,
                  2002, a Warrant Certificate evidencing the right to purchase,
                  at any time from December 29, 2002, until 5:00 p.m. CST, on
                  December 28, 2007 (the "2002 Warrant Exercise Term"), up to
                  50,000 fully-paid and non-assessable Shares at an initial
                  exercise price equal to the greater of (i) $5.00; and (ii) the
                  Market Price.

         iii.     If, on December 28, 2002, the Market Price of Amedisys common
                  stock is greater than $10.00 but less than $15.00, then HCA
                  shall be entitled to, and Amedisys shall grant to HCA, on
                  December 29, 2002, a Warrant Certificate evidencing the right
                  to purchase, at any time during the 2002 Warrant Exercise
                  Term, up to the Pro Rata Share Amount, as defined below, of
                  fully-paid and non-assessable Shares at an initial exercise
                  price equal to the Market Price.

                  The term "Pro Rata Share Amount," as used in this subsection,
                  shall refer to that number calculated by subtracting the
                  Market Price from $15.00, then dividing the total by $5.00,
                  then multiplying the resulting quotient by 50,000. For
                  example, if the Market Price on December 28, 2002, is $13.00,
                  the Pro Rata Share Amount would be 20,000 as follows:

                           [($15.00 - $13.00) / $5.00] x 50,000 = 20,000

d.       Year 2003 Grant.

         i.       If, on December 28, 2003, the Market Price of Amedisys common
                  stock is greater than or equal to $20.00, then HCA shall not
                  be entitled to, and Amedisys shall not be obligated for, any
                  year 2003 Warrant grant.

<PAGE>   4




         ii.      If, on December 28, 2003, the Market Price of Amedisys common
                  stock is less than or equal to $15.00, then HCA shall be
                  entitled to, and Amedisys shall grant to HCA, on December 29,
                  2003, a Warrant Certificate evidencing the right to purchase,
                  at any time from December 29, 2003, until 5:00 p.m. CST, on
                  December 28, 2008 (the "2003 Warrant Exercise Term"), up to
                  50,000 fully-paid and non-assessable Shares at an initial
                  exercise price equal to the greater of (i) $5.00; and (ii) the
                  Market Price.

         iii.     If, on December 28, 2003, the Market Price of Amedisys common
                  stock is greater than $15.00 but less than $20.00, then HCA
                  shall be entitled to, and Amedisys shall grant to HCA, on
                  December 29, 2003, a Warrant Certificate evidencing the right
                  to purchase, at any time during the 2003 Warrant Exercise
                  Term, up to the Pro Rata Share Amount, as defined below, of
                  fully-paid and non-assessable Shares at an initial exercise
                  price equal to the Market Price.

                  The term "Pro Rata Share Amount," as used in this subsection,
                  shall refer to that number calculated by subtracting the
                  Market Price from $20.00, then dividing the total by $5.00,
                  then multiplying the resulting quotient by 50,000. For
                  example, if the Market Price on December 28, 2003, is $19.00,
                  the Pro Rata Share Amount would be 10,000 as follows:

                           [($20.00 - $19.00) / $5.00] x 50,000 = 10,000

6.       TRANSFER AND REGISTRATION RIGHTS.

         a.       Transferability of Warrants. HCA agrees that the Warrants are
                  being acquired as an investment and not with a view to
                  distribution thereof and that the Warrants may not be
                  transferred, sold, assigned or hypothecated except in
                  compliance with all applicable securities and other laws.

         b.       Registration Requirement for Sale of Shares. HCA agrees not to
                  make any sale or other disposition of the Shares except
                  pursuant to a registration statement which has become
                  effective under the Securities Act of 1933, as amended (the
                  "Act"), setting forth the terms of such offering, the
                  underwriting discount and commissions and any other pertinent
                  data with respect thereto, unless HCA has provided Amedisys
                  with an opinion of counsel reasonably acceptable to Amedisys
                  that such registration is not required. Certificates
                  representing the Shares, which are not registered as provided
                  in Section 6, shall bear an appropriate legend for as long as
                  they shall not be freely sold.

         c.       Registration Rights. The holders of the Warrants shall be
                  entitled to the registration rights specified in Exhibit "B"
                  hereto.

7.       SUCCESSORS. All the covenants and provisions of this Agreement by or
         for the benefit of Amedisys and HCA inure to the benefit of their
         respective successors and assigns hereunder.

<PAGE>   5




8.       TERMINATION. This Agreement shall terminate at the close of business on
         December 28, 2008. Notwithstanding the foregoing, this Agreement will
         terminate on the date when all Warrants have been exercised and all the
         Shares issuable upon exercise of the Warrants have been resold to the
         public.

9.       GOVERNING LAW. This Agreement and each Warrant Certificate issued
         hereunder shall be deemed to be a contract made under the laws of the
         State of Delaware and for all purposes shall be construed in accordance
         with the laws of said State.

10.      BENEFITS OF THIS AGREEMENT. Except as set forth below, nothing in this
         Agreement shall be construed to give to any person or corporation other
         than Amedisys and HCA any legal or equitable right, remedy or claim
         under this Agreement; and this Agreement shall be for the sole an
         exclusive benefit of Amedisys and HCA, provided however that HCA may
         assign this Agreement and all rights hereunder to another party without
         the consent of Amedisys. HCA shall provide prior notice to Amedisys of
         any such assignment.

11.      COUNTERPARTS. This Agreement may be executed in any number of
         counterparts and each of such counterparts shall for all purposes be
         deemed to be an original, and such counterparts shall together
         constitute but one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.

HCA - THE HEALTHCARE COMPANY                 AMEDISYS, INC.


By:       /s/ GREGG GERKEN                       By:    /s/ JOHN JOFFRION
   ----------------------------------           -------------------------------
                                                John Joffrion, Sr. VP - Finance
Name:         Gregg Gerken
     --------------------------------

Title:        Vice President
      -------------------------------
<PAGE>   6
                                    EXHIBIT A
                           TO MASTER WARRANT AGREEMENT

THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED FOR THE PURPOSES OF PUBLIC
DISTRIBUTION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY
NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144
UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION
OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, STATING
THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.



AMEDISYS, INC.

WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK
EXPIRING DECEMBER 28, 2005

No. 101                                                          50,000 Shares



         BY THIS WARRANT (this "Warrant"), Amedisys, Inc., a Delaware
corporation (the "Company"), certifies that, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
HCA, The Healthcare Company (along with its registered assigns, the "Holder"),
is entitled to subscribe for and purchase from the Company, subject to the terms
and conditions set forth herein, at any time or from time to time prior to 5:00
p.m. (Central Time) on December 28, 2005 (the "Expiration Date"), 50,000
(subject to adjustment as set forth herein) fully paid and non-assessable shares
(the "Shares") of the Company's Common Stock, $0.001 par value per share (the
"Common Stock"), at a price equal to the exercise price per share, initially
$5.00 (subject to adjustment as set forth herein) per share (the "Exercise
Price").

         1. Exercise of Warrant; Company Office. This Warrant may be exercised
at any time or from time to time prior to the Expiration Date as to the entire
number or any lesser number of whole shares of Common Stock, by the surrender of
this Warrant to the Company at its office at 11100 Mead Road, Suite 300, Baton
Rouge, Louisiana 70816, or such other place as is designated in writing by the
Company pursuant to this Section 1, together with (a) a duly executed election
in substantially the form of Exhibit A attached hereto and made a part hereof
for all purposes, and (b) a wire transfer or a certified or bank cashier's check
payable to the order of the Company in an amount equal to the Exercise Price
multiplied by the number of shares of Common Stock covered by such election.
Notwithstanding the foregoing sentence, at any time that the Market Price (as
hereinafter defined) is greater than the Exercise Price, the Holder may, at its
option, exercise this Warrant at any time or from time to time prior to the
Expiration Date as to the entire number or any






Exhibit A - Warrant for Purchase of Shares of Common Stock


<PAGE>   7


lesser number of whole shares of Common Stock, by the surrender of this Warrant
to the Company at the location designated in the foregoing sentence together
with a duly executed election in substantially the form of Exhibit A attached
hereto and made a part hereof for all purposes and, in return therefor, the
Company shall deliver to the Holder that certain number of shares of Common
Stock that is determined by dividing (aa) the product of (1) the number of
shares of Common Stock covered by such election and (2) the difference between
the Market Price at the date of such exercise and the Exercise Price in effect
on the day prior to the date of such exercise by (bb) the Market Price at the
day prior to the date of such exercise. For so long as this Warrant is
outstanding, the Company shall continue to maintain an office in the State of
Louisiana where notices, presentations and demands in respect of this Warrant
may be made upon it and shall notify the Holder in writing at least 15 days
before changing the location of any such office.

         2. Stock Ownership; Stock Certificates; Partial Exercise. Upon each
exercise of this Warrant, the Holder shall be deemed to be the holder of record
of the shares of Common Stock issuable upon such exercise as of the close of
business on the day this Warrant is exercised, notwithstanding that the stock
transfer books of the Company shall then be closed or certificates representing
such shares shall not then have been actually delivered to the Holder. As soon
as possible after each such exercise of this Warrant, the Company shall issue
and deliver to the Holder a certificate or certificates for the shares issuable
upon such exercise issued in such denominations as may be specified by Holder
and registered in the name of the Holder or, subject to Section 9, such other
name or names as shall be designated in the Holder's election to exercise. If
this Warrant should be exercised in part only, the Company shall, upon surrender
of this Warrant for cancellation, execute and deliver a new Warrant evidencing
the right of the Holder to purchase the balance of the shares subject to
purchase hereunder on the terms and conditions set forth herein (including all
changes and adjustments that have occurred hereunder). The Company will, at the
time of each exercise of this Warrant, upon the request of the Holder hereof,
acknowledge in writing its continuing obligation to afford to such Holder all
rights to which such Holder shall continue to be entitled after such exercise in
accordance with the terms of this Warrant; provided, however, that if the Holder
of this Warrant shall fail to make any such request, such failure shall not
affect the continuing obligation of the Company to afford such rights to such
Holder.

         3. Company Records; Transfer or Assignment of Warrant; Exchange of
Warrant. Any warrants issued in connection herewith or in substitution herefor,
upon complete or partial transfer, assignment or exercise (the "Warrants") shall
be numbered and shall be registered in the warrant register of the Company (the
"Warrant Register") as they are issued. The Company shall treat the registered
holder of any Warrant on the Warrant Register as the owner in fact thereof for
all purposes, except that if the Company consents to a transfer or assignment,
said consent not to be unreasonably withheld, the Warrant is properly
transferred or assigned and notice of such transfer or assignment is given to
the Company, the Company shall treat the transferee or assignee as the owner
thereof for all purposes (or, if such transfer or assignment is properly made in
blank, the Company shall treat the bearer of this Warrant as the owner thereof
for all purposes). The Warrant shall be transferred by the Company upon delivery
thereof duly endorsed by the Holder or by his duly authorized attorney or
representative, or accompanied by proper evidence of succession,


                                        2



Exhibit A - Warrant for Purchase of Shares of Common Stock


<PAGE>   8





assignment or authority to transfer. In case of transfer by executors,
administrators, guardians or other legal representatives, duly authenticated
evidence of their authority shall be produced if requested by the Company in its
reasonable discretion. The Company shall immediately register all assignments
and transfers in the Warrant Register and, upon any registration of assignment
or transfer, the Company shall deliver a new Warrant or Warrants to the person
or entity entitled thereto on the terms and conditions set forth herein
(including all changes and adjustments that have occurred hereunder). A Warrant,
if properly transferred or assigned, may be exercised by a subsequent Holder
without having a new Warrant issued. The Warrants may be exchanged at the option
of the Holder thereof for another Warrant, or other Warrants, of different
denominations and representing in the aggregate the right to purchase the same
number of shares of Common Stock on the terms and conditions set forth herein
(including all changes and adjustments that have occurred hereunder) upon
surrender to the Company or its duly authorized agent. All provisions of this
Section 3 shall be subject to Section 9.

         4. Reserved Stock. The Company shall reserve and keep available at all
times solely for the purpose of providing for the exercise of this Warrant the
maximum number of shares of Common Stock as to which this Warrant may then be
exercised. All such shares shall be duly authorized and free of preemptive
rights and, when issued upon such exercise, shall be validly issued, fully paid
and non-assessable.

         5. Certain Adjustments.

         a.       Number of Shares; Exercise Price. The number of shares of
                  Common Stock which the Holder of this Warrant shall be
                  entitled to receive upon each exercise hereof shall be
                  determined by multiplying the number of shares of Common Stock
                  which would otherwise (but for the provisions of this Section
                  5) be issuable upon such exercise, as designated by the Holder
                  hereof, by a fraction of which (a) the numerator is the
                  initial Exercise Price specified in the first paragraph of
                  this Warrant and (b) the denominator is the Exercise Price in
                  effect on the date of such exercise. The Exercise Price shall
                  be adjusted and readjusted from time to time as provided in
                  this Section 5 and, as so adjusted or readjusted, shall remain
                  in effect until a further adjustment or readjustment thereof
                  is required by this Section 5.

         b.       Stock Dividends, Subdivisions, Reclassifications or
                  Combinations. If the Company shall (i) declare a dividend or
                  make a distribution on its Common Stock in shares of its
                  Common Stock, (ii) subdivide or reclassify the outstanding
                  shares of Common Stock into a greater number of shares, or
                  (iii) combine or reclassify the outstanding Common Stock into
                  a smaller number of shares, the Exercise Price in effect at
                  the time of the record date for such dividend or distribution
                  or the effective date of such subdivision, combination or
                  reclassification shall be proportionately adjusted so that the
                  Holder of this Warrant who exercises this Warrant after such
                  date shall be entitled to receive the number of shares of
                  Common Stock which he would have owned or been entitled to
                  receive had this Warrant been exercised immediately prior to
                  such date. Successive adjustments in the Exercise Price shall
                  be made whenever any event specified above shall occur.

                                        3


Exhibit A - Warrant for Purchase of Shares of Common Stock


<PAGE>   9







         c.       Other Distributions. In case the Company shall fix a record
                  date for the making of a distribution to all holders of shares
                  of its Common Stock (i) of shares of any class other than its
                  Common Stock or (ii) of evidences of indebtedness of the
                  Company or any subsidiary or (iii) of other assets, including
                  cash, (excluding dividends or distributions referred to in
                  Section 5(b) above) or (iv) of rights or warrants, in each
                  such case the Exercise Price in effect immediately prior
                  thereto shall be reduced immediately thereafter to the price
                  determined by multiplying the Exercise Price in effect
                  immediately prior to such record date by a fraction (i) the
                  numerator of which shall be an amount equal to the difference
                  resulting from (1) the number of shares of Common Stock
                  outstanding on such record date multiplied by the Market Price
                  per share of Common Stock on such record date, less (2) the
                  fair market value (as reasonably determined by the Board) of
                  said shares or evidences of indebtedness or assets or rights
                  or warrants to be so distributed, and (ii) the denominator of
                  which shall be equal to the number of shares of Common Stock
                  outstanding on such record date multiplied by the Market Price
                  per share of Common Stock on such record date. Such adjustment
                  shall be made successively whenever such a record date is
                  fixed. In the event that such distribution is not so made, the
                  Exercise Price then in effect shall be readjusted, effective
                  as of the date when the Board of Directors determines not to
                  distribute such shares, evidence of indebtedness, assets,
                  rights or warrants, as the case may be, to the Exercise Price
                  which would then be in effect if such record date had not been
                  fixed.

         d.       Size of Adjustment; Rounding. No adjustment in the Exercise
                  Price shall be required unless such adjustment would require
                  an increase or decrease of at least one cent ($.01) in such
                  price; provided, however, that any adjustment which is thereby
                  not required to be made shall be carried forward and taken
                  into account in any subsequent adjustment. All calculations
                  under this Section 5 shall be made to the nearest cent or to
                  the nearest one-hundredth of a Share, as the case may be.

         e.       Notice. Whenever there shall be an adjustment as provided in
                  this Section 5, the Company shall promptly cause written
                  notice thereof to be sent to the Holder, which notice shall be
                  accompanied by an officer's certificate setting forth the
                  Exercise Price after such adjustment and setting forth a brief
                  statement of the facts requiring such adjustment and the
                  computation thereof. However, the failure by the Company to
                  satisfy its obligations under this Section 5e. shall not in
                  any manner affect or alter the rights of the Holder under this
                  Warrant.

         f.       Fractional Shares. The Company shall not be required to issue
                  fractions of shares of Common Stock or other capital stock of
                  the Company upon the exercise of Warrants. If any fraction of
                  a share would be issuable upon the exercise of any Warrant (or
                  specified portions thereof), the Company shall purchase such
                  fraction for an amount in cash equal to the same fraction of
                  the Market Price of such share of Common Stock on the date of
                  exercise of the Warrant.

                                        4

Exhibit A - Warrant for Purchase of Shares of Common Stock


<PAGE>   10







         g.       Market Price. The Market Price at any date shall mean, in the
                  event the Common Stock is publicly traded, the average of the
                  daily closing prices per share of Common Stock for 30
                  consecutive trading days ending 3 trading days before such
                  date (as adjusted for any stock dividend, other dividend for
                  which an adjustment to the Exercise Price would be required
                  pursuant to any split, stock dividend, combination or
                  reclassification that took effect during such 30 trading day
                  period). The closing price for each day shall be the last
                  reported sale price regular way or, in case no such reported
                  sale takes place on such day, the average of the last closing
                  bid and asked prices regular way, in either case on the
                  principal national securities exchange on which the Common
                  Stock is listed or admitted to trading, or if not listed or
                  admitted to trading on any national securities exchange, the
                  closing sale price for such day reported by NASDAQ, if the
                  Common Stock is traded over-the-counter and quoted in the
                  National Market System, or if the Common Stock is so traded,
                  but not so quoted, the average of the closing reported bid and
                  asked prices of the Common Stock as reported by NASDAQ or any
                  comparable system or, if the Common Stock is not listed on
                  NASDAQ or any comparable system, the average of the closing
                  bid and asked prices as furnished by two members of the
                  National Association of Securities Dealers, Inc. selected from
                  time to time by the Company for that purpose. If the Common
                  Stock is not traded in such manner that the quotations
                  referred to above are available for the period required
                  hereunder, the Market Price per share of Common Stock shall be
                  deemed to be the fair value per share of Common Stock as
                  determined by the Board of Directors of the Company in good
                  faith and irrespective of any accounting treatment.

         h.       Valid Issuance. All shares of Common Stock which may be issued
                  upon the exercise of this Warrant will upon issuance by the
                  Company be duly and validly issued, fully paid and
                  nonassessable and free from all taxes, liens and charges with
                  respect to the issuance thereof, and the Company shall take no
                  action which will cause a contrary result (including, without
                  limitation, any action which would cause the Exercise Price to
                  be less than the par value, if any, of the Common Stock).

         i.       Treasury Stock. For the purposes of this Section 5, the sale
                  or other disposition of any Common Stock theretofore held in
                  the Company's treasury shall be deemed to be an issue thereof.

         6. Certain Corporate Events or Actions.

         a.       Consolidation, Merger, Etc. In case of any consolidation with
                  or merger of the Company with or into another corporation or
                  other entity (except for a merger or consolidation in which
                  the Company is the continuing corporation other than as a
                  subsidiary of another corporation or other entity), or in case
                  of any sale, lease or conveyance to another corporation or
                  other entity of the assets of the Company as an

                                        5

Exhibit A - Warrant for Purchase of Shares of Common Stock


<PAGE>   11





                  entirety or substantially as an entirety, such successor,
                  purchasing, leasing or receiving corporation or other entity,
                  as the case may be, shall, prior to and as a condition to the
                  occurrence of such event, (i) execute with the Holder an
                  agreement providing that the Holder shall have the right
                  thereafter to receive upon exercise of this Warrant the kind
                  and amount of shares of stock and other securities, property,
                  cash or any combination thereof receivable upon such
                  consolidation, merger, sale, lease or conveyance by a holder
                  of the number of shares of Common Stock for which this Warrant
                  might have been exercised immediately prior to such
                  consolidation, merger, sale, lease or conveyance (provided
                  that, if the holders of shares have the right to make an
                  election with respect to the kind or amount of securities,
                  cash or other property receivable upon consummation of such
                  event, then the kind and amount of securities, cash or other
                  consideration receivable to the Holder upon consummation of
                  such event shall be deemed to be the kind and amount so
                  receivable per share by a plurality of the shares held by
                  holders of such shares making such an election) and (ii) make
                  effective provision in its certificate of incorporation or
                  otherwise, if needed, in order to effect such agreement. Such
                  agreement shall provide for adjustments which shall be
                  equivalent to the adjustments in Section 5 and shall contain
                  provisions equivalent to this Section 6.

         b.       Reclassification, Etc. In case of any reclassification or
                  change of the shares of Common Stock issuable upon exercise of
                  this Warrant or in case of any consolidation or merger of
                  another corporation or other entity with or into the Company
                  in which the Company is the continuing corporation (other than
                  as a subsidiary of another corporation or other entity) and in
                  which there is a reclassification or change (including a
                  change to the right to receive cash or other property) of the
                  shares of Common Stock, the Holder shall have the right
                  thereafter to receive upon exercise of this Warrant the kind
                  and amount of shares of stock and other securities, property,
                  cash or any combination thereof receivable upon such
                  reclassification, change, consolidation or merger by a holder
                  of the number of shares of Common Stock into which this
                  Warrant would have been exercisable immediately prior to such
                  reclassification, change, consolidation or merger (provided
                  that, if the holders of shares have the right to make an
                  election with respect to the kind or amount of securities,
                  cash or other property receivable upon consummation of such
                  event, then the kind and amount of securities, cash or other
                  consideration receivable to the Holder upon consummation of
                  such event shall be deemed to be the kind and amount so
                  receivable per share by a plurality of the shares held by
                  holders of such shares making such an election). Thereafter,
                  appropriate provision (as determined by the Board of Directors
                  of the Company in good faith) shall be made for adjustments
                  which shall be equivalent to the adjustments in Section 5.
                  This Section 6(b) shall be applicable to successive
                  reclassifications, changes, consolidations or mergers.


                                        6

Exhibit A - Warrant for Purchase of Shares of Common Stock


<PAGE>   12


         7. Certain Notices. In case at any time the Company shall propose or
have knowledge of any proposal:

         a.       to pay any dividend or make any distribution on shares of
                  Common Stock or to fix a record date for the making of any
                  such dividend or distribution to holders of Common Stock; or

         b.       to take, or fix a record date for, any action that would
                  result in any adjustment to the Exercise Price pursuant to
                  Section 5; or

         c.       to effect any reclassification or change of outstanding shares
                  of Common Stock, or consolidation or merger, or sale, lease or
                  conveyance of property, of the type addressed in Section 6; or

         d.       to effect any voluntary or involuntary liquidation,
                  dissolution or winding-up of the Company;

then, and in any one or more of such cases, the Company shall give written
notice thereof to the Holder at least 30 days prior to the date on which (i) the
books of the Company shall close, or a record date shall be set, for any such
action described in Section 7(a) or (b) or (ii) such reclassification, change,
consolidation, merger, sale, lease, conveyance, liquidation, dissolution or
winding-up shall be effective, as the case may be.

         8. Expenses. The Company shall pay all costs, fees, taxes (other than
any federal or state income or stock transfer taxes) and expenses payable in
connection with the preparation, issuance and delivery from time to time of
Warrants and of shares of Common Stock or other securities issued upon the
exercise of Warrants.

         9. Restrictions on Transfer. The Holder, by its acceptance hereof,
represents and warrants that it is acquiring the Warrants and any Common Stock
issued upon the exercise of this Warrant for investment purposes, for its own
account, and not with an intent to sell or distribute the Warrants or any such
Common Stock except in compliance with applicable United States federal and
state securities law. Neither this Warrant nor any of the Common Stock issued
upon the exercise of this Warrant, nor any interest in either, may be sold,
assigned, pledged, hypothecated, encumbered or in any other manner transferred
or disposed of, in whole or in part, except in compliance with applicable United
States federal and state securities laws and the terms and conditions hereof.
The provisions of this Section 9 shall be binding upon all subsequent holders of
this Warrant, if any. This Warrant and the shares of Common Stock or other
securities issued upon exercise of this Warrant shall be subject to a
stop-transfer order and the certificate or certificates evidencing any such
shares or securities shall bear the following legend:

         "THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE
         BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
         OR OTHER JURISDICTION. SUCH SECURITIES MAY NOT

                                        7

Exhibit A - Warrant for Purchase of Shares of Common Stock


<PAGE>   13





         BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT UPON SUCH
         REGISTRATION OR UPON DELIVERY TO THE CORPORATION OF AN OPINION OF
         COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION STATING THAT SUCH
         SALE, ASSIGNMENT OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER SUCH ACT
         AND LAWS."

         10. Registration of Common Stock; Listing. If any shares of Common
Stock required to be reserved for purposes of exercise of this Warrant require
registration with or approval of any governmental authority under any federal or
state law before such shares may be issued upon exercise, the Company will, at
its expense and as expeditiously as possible, cause such shares to be duly
registered or approved, as the case may be.

         11. Availability of Information. The Company will cooperate with each
holder of any restricted securities obtained through exercise of this Warrant in
supplying such information as may be necessary for such holder to complete and
file any information reporting forms presently or hereafter required by the
Commission as a condition to the availability of an exemption from the
Securities Act for the sale of any restricted securities or the sale of
securities by affiliates.

         12. Loss, Theft, Etc. Upon receipt of evidence satisfactory to the
Company of the loss, theft, destruction or mutilation of any Warrant and upon
surrender and cancellation of any Warrant if mutilated, the Company shall
execute and deliver to the Holder thereof a new Warrant in the form and
substance of the lost, stolen, destroyed or mutilated Warrant (including all
changes and adjustments that have occurred hereunder). In the event a bond for
security therefor is required, the cost of such bond shall be paid by the
Holder.

         13. No Rights or Liabilities as a Stockholder. Nothing contained in
this Warrant shall be construed as conferring upon the Holder hereof any rights
to vote or to consent or to receive notice as a shareholder in respect of any
meetings of shareholders for the election of directors or any other matter, or
as having any rights whatsoever as a stockholder of the Company, or as imposing
any obligation upon such Holder to purchase any securities or as imposing any
liability upon such Holder as a stockholder of the Company, whether such
obligation or liability is asserted by the Company or by creditors of the
Company at law or in equity.

         14. Governing Law. This Warrant shall be governed by and construed in
accordance with the internal laws of the State of Delaware.

         15. Remedies. The Company stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that, to the extent permitted by
applicable law, such terms may be specifically enforced by a decree for the
specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise.



                                        8

Exhibit A - Warrant for Purchase of Shares of Common Stock


<PAGE>   14




         16. Notices. All notices and other communications provided for herein
shall be delivered or mailed by registered or certified mail, return receipt
requested, postage prepaid, addressed (a) if to any Holder of any Warrant, to
the address of such Holder as set forth in the Warrant Register or to such other
address as such Holder has notified the Company of in writing or (b) if to the
Company, to the address set forth in Section 1 or to such other address as the
Company has notified such Holder of pursuant to Section 1 and this Section 16;
provided, however, that the exercise of any Warrant shall be effective in the
manner provided in Section 1. All notices given pursuant to this Warrant shall
be deemed to be effective upon receipt thereof by the party to whom such notice
is addressed.

         17. Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. Any provision of this Warrant which shall be prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the Company
waives any provision of law which shall render any provision hereof prohibited
or unenforceable in any respect. The section and paragraph headings used in this
Warrant are inserted for convenience only and shall not be used for any
interpretive purpose.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed and its corporate seal to be impressed hereon and attested by its
Secretary or an Assistant Secretary.

Dated: December 29, 2000                   AMEDISYS, INC.



[Corporate Seal]                           By: /s/ JOHN JOFFRION
                                              --------------------------------
                                              John Joffrion, Sr. VP - Finance



Attest:


   /s/ MICHAEL D. LUTGRING
---------------------------------
Secretary



                                        9

Exhibit A - Warrant for Purchase of Shares of Common Stock


<PAGE>   15




                                                          EXHIBIT A TO WARRANT

To:      AMEDISYS, INC.

         11100 Mead Road, Suite 300

         Baton Rouge, LA 70816


                              ELECTION TO EXERCISE

         The undersigned hereby exercises his or its rights to subscribe for
__________ shares of Common Stock covered by the within Warrant [and tenders
payment herewith in the amount of $____________] [and tenders no payment
herewith with respect to such shares of Common Stock covered by the within
Warrant and thus requests ____ shares of Common Stock (the quotient of (i) ___
shares covered by this exercise multiplied by $____) (the Market Price on the
day prior to the date of this exercise minus the Exercise Price), divided by
$_____ (the Market Price on the day prior to the date of this exercise)] in
accordance with the terms thereof, and requests that certificates for such
shares in the following denominations be issued in the name of, and delivered
to, the person[s] at the following address[es]:

                  Denominations:






                    (Print Address[es] and Social Security Number[s] or
                    Employer Identification Number[s] as applicable)

and, if said number of shares shall not be all the shares covered by the within
Warrant, that a new Warrant for the balance remaining of the shares covered by
the within Warrant be registered in the name of, and delivered to, the
undersigned at the address stated below:

Date:          ,                            Name:
     ----------  ----                            -----------------------------
                                                       (Print)

                                                 -----------------------------
                                                       (Signature)

                                            Address:




                                       A-1

Exhibit A - Warrant for Purchase of Shares of Common Stock



<PAGE>   16


                                                                     EXHIBIT B
                                                    to Master Warrant Agreement



          PROVISIONS REGARDING SHARES TO BE RECEIVED BY WARRANT HOLDERS


         B.01 Definitions. The following terms, as used in this Exhibit B, have
the following meanings:

                  "REGISTRATION EXPENSES" means all expenses incident to the
         Company's performance of or compliance with Exhibit B, including,
         without limitation, all registration and filing fees, messenger and
         delivery expenses incurred by the Company, internal expenses incurred
         by the Company (including, without limitation, all salaries and
         expenses of its officers and employees performing legal or accounting
         duties), all expenses relating to the preparation, printing,
         distribution and reproduction of the registration statement and the
         prospectus, the fees and expenses incurred in connection with the
         listing of the Shares on any securities exchange, and fees and
         disbursements of counsel for the Company and of its independent public
         accountants; provided, however, that the fees and disbursements of
         counsel for the Warrant holders who are selling Shares pursuant to the
         Resale Registration Statement shall not be considered "Registration
         Expenses."

                  "REGISTRATION INDEMNIFIED PARTY" means any Person asserting a
         claim for indemnification under Section B.05.

                  "REGISTRATION INDEMNIFYING PARTY" means any Person against
         whom a claim for indemnification is asserted under Section B.05.

                  "RESALE REGISTRATION STATEMENT" has the meaning set forth in
         Section B.03(a).

                  "RESTRICTED STOCK" means all Shares issuable upon exercise of
         the Warrants, all shares of Company Common Stock evidenced by
         certificates delivered upon reissue or transfer of Shares (other than
         certificates representing shares sold pursuant to the Resale
         Registration Statement or shares sold or disposed of in accordance with
         the terms of this Agreement which may, in the opinion of counsel for
         the Company, after such sale or disposition be transferred by the
         transferee thereof without registration under the Securities Act) and
         all shares of Company Common Stock evidenced by certificates delivered
         in connection with stock dividends and stock splits attributable to
         Shares.

         B.02 Plan of Distribution. In order to provide liquidity to holders of
Warrants receiving Shares in connection with the exercise of the Warrants, the
Company has agreed to file the Resale Registration Statement. Such holders
acknowledge that the Company will be required in the Resale Registration
Statement to provide a description of the methods and plans by which such
holders may distribute and resell the Shares acquired pursuant to this
Agreement. Accordingly, such holders have advised the Company, acknowledging
that the Company will rely thereon in preparation of the Resale Registration
Statement, that the Shares may be sold by or on behalf of such holders through
or to brokers or dealers, or directly to investors pursuant to the prospectus
contained in the Resale

<PAGE>   17


Registration Statement (or another prospectus contained in and forming a part of
an effective registration statement under the Securities Act) or in transactions
that are exempt from the requirements of registration under the Securities Act,
at a fixed price or prices, which may be changed from time to time, at market
prices prevailing at the time of such sale, at prices related to such market
prices or at negotiated prices, and in connection therewith distributors' or
sellers' commissions may be paid or allowed. Brokers or dealers may act as
agents for such holders, or may purchase shares from such holders as principal
and thereafter resell such shares from time to time in or through transactions
or distributions (which may involve crosses and block transactions) on national
or foreign stock exchanges where trading privileges are available, in the
over-the-counter market, in private transactions or in some combination of the
foregoing.

         B.03 Registration Procedures. The Company will, subject to the
provisions of this Section B.03, use all reasonable efforts to effect the
registration and the sale of all Shares by Warrant holders under the Resale
Registration Statement in accordance with the intended method of disposition
thereof described in Section B.02. In connection therewith, the Company will:

                  (a) prepare and file with the SEC within a reasonable time
         subsequent to receiving written request from any Warrant Holder, (the
         "Required Filing Date"), one or more "shelf" registration statements on
         Form S-3 (or other appropriate form) pursuant to Rule 415 under the
         Securities Act providing for the resale from time to time of all Shares
         by the holders thereon in accordance with the intended method of
         distribution thereof described in Section B.02 (the "Resale
         Registration Statement"), and shall use its reasonable efforts to cause
         such registration statement to become effective as soon as practicable,
         and in any event prior to the Warrants becoming exercisable;

                  (b) prepare and file with the SEC such amendments and
         supplements to such Resale Registration Statement and the prospectus
         contained therein as may be necessary to keep such Resale Registration
         Statement effective for a period ending on the first anniversary of the
         date on which the last series of Warrants issued under the Master
         Warrant Agreement become exercisable or such shorter period as shall
         terminate when all Shares that may be issued under the Master Warrant
         Agreement have been sold;

                  (c) as soon as reasonably practicable, furnish to each holder
         of Warrants or Shares ("Holder"), prior to filing the Resale
         Registration Statement, copies of such registration statement as
         proposed to be filed, and thereafter furnish to such Holder such number
         of copies of such Resale Registration Statement, each amendment and
         supplement thereto (in each case, if specified by such Holder,
         including all exhibits thereto), the prospectus included in such Resale
         Registration Statement (including each preliminary prospectus) and such
         other documents as such Holder may reasonably request in order to
         facilitate the disposition of Shares owned by such Holder;

                  (d) promptly notify the Holders at any time when a prospectus
         relating thereto is required to be delivered under the Securities Act
         within the period that the Company is required to keep the Resale
         Registration Statement effective of the happening of any event as a
         result of which the prospectus included in such Resale Registration
         Statement (as then in effect) contains an untrue statement of a
         material fact or omits to state any material fact required to be stated
         therein or necessary to make the statements therein, in light of the
         circumstances then existing, not misleading, and the Company will
         promptly prepare and file a supplement or amendment to such prospectus
         so that, as thereafter delivered to the purchasers of such Shares, such
         prospectus will not contain an untrue statement of a material

<PAGE>   18

         fact or omit to state any material fact required to be stated therein
         or necessary to make the statements therein, in light of the
         circumstances then existing, not misleading;


                  (e) promptly notify each Holder of any stop order issued by
         the SEC and take all reasonable actions to obtain the removal of any
         such stop order; and

                  (f) use its reasonable efforts to cause all such Shares to be
         listed on the principal stock exchange or trading system on which the
         Shares are then listed or admitted for trading.

         B.04 Registration Expenses. All Registration Expenses will be borne by
the Company. Any broker's fee, underwriting discount and commission applicable
to the sale of Shares shall be borne by the Holder of the Shares to which such
broker's fee, discount or commission relates, and each Holder shall be
responsible for all fees and expenses incurred by such Holder in connection with
any registration under this Exhibit B other than Registration Expenses.

         B.05 Indemnification.

                  (a) Indemnification by the Company. The Company agrees to
         indemnify and hold harmless each Holder who has sold Shares pursuant to
         the Resale Registration Statement and, if applicable, its officers,
         directors and agents and each Person, if any, who controls such Holder
         within the meaning of either Section 15 of the Securities Act or
         Section 20 of the Exchange Act, from and against any and all losses,
         claims, damages, liabilities and expenses (including reasonable costs
         of investigation and defense) arising out of or based upon any untrue
         statement or alleged untrue statement of a material fact contained in
         the Resale Registration Statement or the final prospectus contained
         therein relating to the Shares or in any amendment or supplement
         thereto, or arising out of or based upon any omission or alleged
         omission to state therein a material fact required to be stated therein
         or necessary to make the statements therein not misleading, except
         insofar as such losses, claims, damages, liabilities or expenses arise
         out of, or are based upon, any such untrue statement or omission or
         allegation thereof based upon information furnished in writing to the
         Company by such Holder or on such Holder's behalf expressly for use
         therein.

                  (b) Indemnification by the Holders. Each Holder agrees to
         indemnify and hold harmless the Company, its officers, directors and
         agents and each Person, if any, who controls the Company within the
         meaning of either Section 15 of the Securities Act or Section 20 of the
         Exchange Act, from and against any and all losses, claims, damages,
         liabilities and expenses (including reasonable costs of investigation
         and defense) arising out of or based upon any untrue statement or
         alleged untrue statement of a material fact by such Holder contained in
         the Resale Registration Statement or the prospectus contained therein
         and relating to the Shares or in any amendment or supplement thereto,
         or arising out of or based upon any omission or alleged omission by
         such Holder to state therein a material fact required to be stated
         therein or necessary to make the statements therein not misleading,
         provided that such losses, claims, damages, liabilities or expenses
         arise out of, or are based upon, any such untrue statement or omission
         or allegation thereof based upon information furnished in writing to
         the Company by such Holder or on such Holder's behalf expressly for use
         therein.

                  (c) Conduct of Indemnification Proceedings. If any action or
         proceeding (including any governmental investigation) shall be brought
         or asserted against any Registration Indemnified Party in respect of
         which indemnity may be sought from a


<PAGE>   19

         Registration Indemnifying Party, the Registration Indemnifying Party
         shall assume the defense thereof, including the employment of counsel
         reasonably satisfactory to such Registration Indemnified Party, and
         shall assume the payment of all expenses. Such Registration Indemnified
         Party shall have the right to employ separate counsel in any such
         action and to participate in the defense thereof, but the fees and
         expenses of such counsel shall be at the expense of such Registration
         Indemnified Party unless (i) the Registration Indemnifying Party has
         agreed to pay such fees and expenses, or (ii) the Registration
         Indemnifying Party shall have failed to assume the defense of such
         action or proceeding or employ counsel reasonably satisfactory to such
         Registration Indemnified Party or (iii) the named parties to any such
         action or proceeding (including any impleaded parties) include both
         such Registration Indemnified Party and such Registration Indemnifying
         Party, and such Registration Indemnified Party shall have been advised
         by counsel that there may be one or more legal defenses available to
         such Registration Indemnified Party which are different from or
         additional to those available to the Registration Indemnifying Party
         (in which case if such Registration Indemnified Party notifies the
         Registration Indemnifying Party in writing that it elects to employ
         separate counsel at the expense of the Registration Indemnifying Party,
         the Registration Indemnifying Party shall not have the right to assume
         the defense of such action or proceeding on behalf of such Registration
         Indemnified Party, it being understood, however, that the Registration
         Indemnifying Party shall not, in connection with any one such action or
         proceeding or separate but substantially similar or related actions or
         proceedings in the same jurisdiction arising out of the same general
         allegations or circumstances, be liable for the fees and expenses of
         more than one separate firm of attorneys at any time for such
         Registration Indemnified Party, which firm shall be designated in
         writing by such Registration Indemnified Party). The Registration
         Indemnifying Party shall not be liable for any settlement of any such
         action or proceeding effected without its written consent, not to be
         unreasonably withheld, but if settled with its written consent, or if
         there is a final judgment for the plaintiff in any such action or
         proceeding, the Registration Indemnifying Party agrees to indemnify and
         hold harmless such Registration Indemnified Party from and against any
         loss or liability (to the extent stated above) by reason of such
         settlement or judgment.