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                          BILL OF SALE
                               AND
                    ASSET PURCHASE AGREEMENT


                          by and among


                   PARK INFUSION SERVICES, LP,
                   a Texas limited partnership
                            ("Buyer")



    AMEDISYS ALTERNATE-SITE INFUSION THERAPY SERVICES, INC.,
                     a Louisiana corporation
                            ("AASI")


                               and

                           PRN, INC.,
                       a Texas corporation
                             ("PRN")
         (PRN and AASI are herein sometimes collectively
                    referred to as "Sellers")


                               and


                         AMEDISYS, INC.,
                     a Delaware corporation
                           ("Parent")



Executed on August 10, 2000, but Effective as of August 1, 2000,
                12:01 p.m. Central Standard Time

=================================================================


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                        TABLE OF CONTENTS

                                                             Page
                                                             ----

1.   Purchase and Sale of Purchased Assets......................1

2.   Excluded Assets............................................4

3.   Assignment of Seller Contracts, Leases, Licenses and
      Permits...................................................4

4.   Assumption of Certain Liabilities..........................5

5.   Purchase Price; Manner of Payment; Allocation; Other
      Consideration.............................................7

6.   Time and Place of Closing..................................8

7.   Representations and Warranties of Seller and Parent.......11

8.   Representations of Parent.................................18

9.   Covenants.................................................19

10.  Survival..................................................23

11.  Indemnification by Seller and Parent; Offset; Third-
      Party Claims.............................................23

12.  Indemnification by Buyer; Offset; Third-Party Claims......27

13.  Parent's Guarantee of Obligations.........................29

14.  Bill of Sale; Assumption of Liabilities...................29

15.  Expenses; Brokers.........................................30

16.  Severable Provisions......................................30

17.  Enforceability............................................30

18.  Arbitration...............................................30

19.  Governing Law.............................................32

20.  Definition of Knowledge...................................32

21.  Entire Agreement..........................................32

22.  Construction..............................................32

                               Page i
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23.  Further Assurances........................................32

24.  Press Release or Public Statements........................33

25.  Successors and Assigns....................................33

26.  Amendment, Modification or Waiver.........................33

27.  Headings..................................................33

28.  Notices...................................................33

29.  Counterparts..............................................34

30.  Execution by Facsimile; Delivery of Original Signed
      Agreement................................................35



                                Page ii

<PAGE>


            BILL OF SALE AND ASSET PURCHASE AGREEMENT


     THIS BILL OF SALE AND ASSET PURCHASE AGREEMENT (this
"Agreement") is made and entered on this 10th day of August, 2000
(the "Execution Date"), but effective as of 12:01 Central
Standard Time, August 1, 2000 (the "Effective Date")  by and
among PARK INFUSION SERVICES, LP, a Texas limited partnership
("Buyer"), AMEDISYS ALTERNATE-SITE INFUSION THERAPY SERVICES,
INC., a Louisiana corporation ("AASI"), and PRN, INC., doing
business as HOME IV THERAPY and AMEDISYS ALTERNATIVE-SITE
INFUSION THERAPY SERVICES, a Texas corporation (AASI and PRN are
herein sometimes collectively referred to as the "Sellers") and
AMEDISYS, INC., a Delaware corporation ("Parent").

                            RECITALS:

     A.   PRN is engaged in the business of providing infusion therapy
services administered in alternative sites, such as ambulatory
infusion centers and/or homes, in the State of Texas and in
providing pharmaceutical drugs to other persons and/or facilities
("PRN Business").

     B.   AASI is engaged in the business of providing infusion
therapy services administered in alternative sites, such as
ambulatory infusion centers and/or homes of patients, in the
States of Florida and Texas and in providing pharmaceutical drugs
to other persons and/or facilities,  (collectively "AASI
Business").  (The PRN Business and AASI Business are herein
sometimes collectively referred to as the "Business").

     C.   Sellers desire to sell to Buyer, and Buyer desires to
purchase from Sellers, certain of Sellers' respective assets used
in the Business, free and clear of any and all liens, claims,
charges, liabilities, encumbrances and security interests of
whatsoever kind and nature, except only for the Assumed
Liabilities (as hereinafter defined), upon the terms and
conditions set forth in this Agreement.
     D.   Parent is the sole shareholder of AASI, and AASI is the sole
shareholder of PRN, and Parent desires to cause each of the
Sellers to perform their respective obligations under this
Agreement and to make certain representations and warranties to
Buyer in connection with the transactions contemplated by this
Agreement.

                            AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing recitals
and the mutual covenants set forth below and other good and
valuable consideration, the parties hereby agree as follows:

     1.   Purchase and Sale of Purchased Assets. Subject to the
terms and conditions of this Agreement and the Operative
Documents (defined herein), each Seller hereby sells, assigns,
transfers, conveys and delivers to Buyer, and Buyer hereby
purchases and accepts from each Seller, free and clear of any and
all liens, claims, charges, liabilities, encumbrances and
security

                             Page 1

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interests of whatsoever kind and nature, except only the Assumed
Liabilities, all of the following assets (collectively, the
"Purchased Assets") in effect and existence as of the Effective
Date:

          (a)  Equipment. All furniture, office furniture,
     appliances, fixtures, equipment, office equipment, computer
     hardware, machinery, parts and tools, whether owned, leased
     or used by each Seller in the Business (the "Equipment"),
     including, but not limited to, the Equipment described in
     Schedule 1(a)(i) and Schedule 1(a)(ii) attached hereto and
     incorporated herein for all purposes;

          (b)  Inventory. All inventory and supplies on hand
     and/or in transit and used in the Business by each Seller,
     whether damaged or otherwise unsaleable (the "Inventory"),
     including, but not limited to, the Inventory set forth on
     Schedule 1(b)(i) and Schedule 1(b)(ii) attached hereto and
     incorporated herein for all purposes;

          (c)  Contracts. All of each Seller's service and
     provider contracts and all other business contracts,
     arrangements and other agreements to which the applicable
     Seller is a party or that are required or beneficial for
     Buyer's operation of the Business (the "Contract(s)"),
     including, but not limited to, the Contracts set forth on
     Schedule 1(c)(i) and Schedule 1(c)(ii) attached hereto and
     incorporated herein for all purposes;

          (d)  Intellectual Property and Intangible Assets. All
     intellectual property rights owned by or licensed to each
     Seller, including, but not limited to, all patents, know-
     how, unpatented inventions, trade secrets, business and
     marketing plans, copyrights, all registered or unregistered
     trademarks, service marks and trade names, computer
     software, all names and slogans used by each Seller in the
     conduct of the Business, all applications for any of the
     above and any right to recovery for infringement thereof
     (including past infringement) and any and all goodwill
     associated therewith or connected with the use thereof (the
     "Intellectual Property"). The Intellectual Property shall
     include, but not be limited to, all right, title and
     interest in and to the names, "PRN, Inc.," "Alternate-Site
     Infusion Therapy," "Alternative-Site Infusion Therapy"
     and/or "Home IV Therapy" and any derivations of any such
     names. All intangible assets of the Business, including, but
     not limited to, all computer records, technology,
     proprietary information, know-how, ideas, licenses,
     processes, formulas, software, computer programs, covenants
     by others not to compete, each Seller's rights to email
     addresses, Internet domain names, URLs, web sites and such
     other computer records, computer numbers and passwords used
     by each Seller or Parent in connection with the Business and
     such privileges, registrations or applications for
     registrations of any of the foregoing, and any right to
     recovery for infringement thereof (including past
     infringement) and any and all goodwill associated therewith
     or connected with the use thereof, including those that are
     listed on Schedule 1(d)(i) and Schedule 1(d)(ii) attached
     hereto and incorporated herein for all purposes, but
     excluding for all purposes, Parent's e-mail addresses,
     Internet domain names, URLs and web sites, except to the
     extent used in connection with the Business;

                             Page 2

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          (e)  Licenses, Permits and Approvals. All of each
     Seller's licenses, permits, approvals and authorizations of
     whatsoever kind and type, governmental or private, issued,
     applied for, or pending used by, related to or required of
     the applicable Seller in the conduct of the Business and/or
     the Purchased Assets (the "Licenses and Permits"). Schedule
     1(e)(i) and Schedule 1(e)(ii) attached hereto and
     incorporated herein contains a complete list of all Licenses
     and Permits;

          (f)  Capital and Operating Leases.  All of each
     Seller's right, title, interest and equity in and to and
     under the leases identified on Schedule 1(f)(i) and Schedule
     1(f)(ii) attached hereto and incorporated herein for all
     purposes (collectively, the "Leases"), including, but not
     limited to, all deposits and prepaid expenses related to all
     of the Leases;

          (g)  Telephone and Facsimile Numbers. All telephone and
     facsimile numbers used by each Seller, including, but not
     limited to, those telephone and facsimile numbers listed on
     Schedule 1(g)(i) and Schedule 1(g)(ii) attached hereto and
     incorporated herein for all purposes;

          (h)  Customer and Supplier Lists. All of each Seller's
     customer and supplier lists and all of each Seller's mailing
     lists, true, correct and complete copies of which are
     attached hereto as Schedule 1(h)(i) and Schedule 1(h)(ii)
     and incorporated herein for all purposes, and all of each
     Seller's customer, supplier and patient records related to
     the Business;

          (i)  Books and Records. Except as set forth in Section
     2 hereof, all books and records regarding the Business of
     each Seller, including, without limitation, inventory,
     maintenance, patient lists and patient books and records,
     and asset history records and employee records, but
     excluding all tax records; provided, however, that access
     thereto shall be provided to Buyer pursuant to Section 9(g)
     hereof;

          (j)  Goodwill.  The goodwill of each Seller's Business
     or associated with the Purchased Assets;

          (k)  Deposits and Prepaid Expenses. All of each
     Seller's right, title, interest and equity in and to
     deposits and prepaid expenses, including without limitation
     those deposits and prepaid expenses set forth on Schedule
     1(k)(i) and Schedule 1(k)(ii) attached hereto and
     incorporated herein for all purposes (the "Deposits");

          (l)  Claims and Rights. All of each Seller's claims and
     rights associated in any way with the Purchased Assets,
     including, without limitation, the Contracts and the Leases;
     and

          (m)  Other Property.  All other or additional
     privileges, rights, interests, properties and assets of
     every kind and description and wherever located, that are
     used or intended for use in connection with, or that are
     necessary to the continued conduct of each Seller's
     Business.

                             Page 3

<PAGE>

     2.   Excluded Assets. The following assets shall be excluded
from the purchase and sale contemplated by this Agreement in
effect and as in existence on the Effective Date (collectively,
the "Excluded Assets"):

          (a)  Cash. All of each Seller's cash on hand and in
     banks;

          (b)  Bank Accounts. All right, title and interest in
     and to each Seller's bank accounts;

          (c)  Accounts Receivable. All accounts receivable of
     each Seller;

          (d)  Rights Hereunder. All of each Seller's rights
     under this Agreement;

          (e)  Corporate Documents. All of each Seller's
     corporate charter documents, minute and stock record books
     and corporate seals;

          (f)  Employer Identification Number.  Each Seller's tax
     identification number; and

          (g)  Specifically Listed Assets.  In addition to those
     items generally described in Sections 2(a)-(f) herein and
     without limiting the generality of the foregoing, those
     assets that are specifically identified on Schedule 2(g)(i)
     and Schedule 2(g)(ii) attached hereto and incorporated
     herein for all purposes.

     3.   Assignment of Seller Contracts, Leases, Licenses and
          Permits.

          (a)  Notwithstanding the foregoing, this Agreement
     shall not constitute an agreement to assign or transfer any
     Contract and/or Lease if an assignment or transfer, or an
     attempt to make such assignment or transfer, without the
     consent of the third party, would constitute a breach or
     violation thereof or affect adversely the rights of Buyer or
     any Seller thereunder; and any transfer or assignment to
     Buyer by any Seller of any interest under any such Contract
     or Lease hereunder that requires the consent or approval of
     a third party shall be made subject to such consent or
     approval being obtained. In the event any such consent or
     approval is not obtained before the Closing Date (defined
     herein), and if the failure to obtain the consent or
     approval prior to the Closing Date has been waived, the
     applicable Seller shall continue to use its best efforts to
     obtain any such consent or approval after the Closing Date
     until such time as such consent or approval is obtained, and
     such Seller shall cooperate with Buyer in any lawful and
     economically feasible arrangement to provide that Buyer
     shall receive the interest of such Seller and all benefits
     under any such Contract or Lease, including without
     limitation, performance by such Seller as agent if
     economically feasible.

          (b)  Notwithstanding the foregoing, this Agreement
     shall not constitute an agreement to assign or transfer any
     License and/or Permit if an assignment or transfer, or an
     attempt to make such assignment or transfer, without the
     consent or approval of the third party, would constitute a
     breach or violation thereof or affect adversely the rights
     of

                             Page 4

     <PAGE>

     Buyer or any Seller thereunder; and any transfer or
     assignment to Buyer by any Seller of any interest under any
     such License or Permit hereunder that requires the consent
     or approval of a third party shall be made subject to such
     consent or approval being obtained. In the event any such
     consent or approval is not obtained prior to the Closing
     Date and if failure to obtain the consent or approval prior
     to the Closing Date has been waived, the applicable Seller
     shall continue to use its best efforts to obtain any such
     consent or approval after the Closing Date until such time
     as such consent or approval is obtained, and such Seller
     shall cooperate with Buyer in any lawful and economically
     feasible arrangement to provide that Buyer shall receive the
     interest of such Seller and all benefits under any such
     License or Permit, including without limitation, performance
     by such Seller as agent if economically feasible.

     4.    Assumption of Certain Liabilities.

          (a)  Assumed Liabilities. Buyer hereby assumes and
     agrees to undertake, pay, perform and/or discharge only (i)
     the Liabilities arising from and after the Closing Date
     pursuant to the Contracts set forth on Schedule 1(c)(i) and
     Schedule 1(c)(ii) attached hereto and the Leases set forth
     on Schedule 1(f)(i) and Schedule 1(f)(ii) attached hereto,
     but in each case only to the extent the Contract and/or
     Lease is not in default and only to the extent that the
     Liability relates to the performance of the applicable
     Contract and/or Lease by Buyer or its assignee after the
     Closing and from a set of circumstances that began after the
     Closing, and (ii) the monthly lease rentals related to the
     Leases arising from and after the Effective Date, but in
     each case only to the extent the Lease is not in default and
     only to the extent that the monthly lease rental relates
     solely to the period after the Effective Date (iii) any
     expenses incurred to purchase inventory for the period after
     the Effective Date (with the understanding that all
     purchases of inventory on or after the Effective Date shall
     be owned by the Buyer), and (iv) any liabilities related to
     wages and/or salaries of the Employees (who are Employees
     during the period between the Effective Date and the Closing
     Date) incurred after the Effective Date (collectively, the
     "Assumed Liabilities").  For purposes of this Agreement, the
     term "Liability" shall mean any commitments, debts,
     liabilities, obligations (including contract and
     capitalization lease obligations), indebtedness, accounts
     payable, accrued expenses of any nature whatsoever, losses,
     damages and costs (whether any of the foregoing are known or
     unknown, secured or unsecured, asserted or unasserted,
     absolute or contingent, direct or indirect, accrued or
     unaccrued, liquidated or unliquidated and/or due or to
     become due), including any liability or obligation for
     Taxes.

                             Page 5

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          (b)  No Third Party Beneficiaries or Expansion of
     Rights. Notwithstanding anything contained herein to the
     contrary, nothing in this Agreement, express or implied, is
     intended to or shall be construed to confer upon, or give
     to, any person, partnership, corporation or other entity
     other than Sellers and Parent, any remedy or claim under or
     by reason of this Agreement or any terms, covenants or
     conditions hereof, and all the terms, covenants and
     conditions, promises and agreements contained in this
     Agreement shall be for the sole and exclusive benefit of
     Sellers and Parent.

          This Agreement shall, in all events, be construed so
     that the assumption by Buyer of the Assumed Liabilities, and
     the delegation thereof by the Sellers, shall in no way
     expand or increase the rights and/or remedies of any third
     party against either Buyer or any Seller as compared to the
     rights and/or remedies that such third party would have had
     against any Seller had Buyer not assumed such liabilities.
     Without limiting the generality of the preceding sentence,
     the assumption by Buyer of the Assumed Liabilities shall not
     create any third party beneficiary rights.

          (c)  Liabilities Not Assumed by Buyer.  Anything in
     this Agreement to the contrary notwithstanding, each of the
     Sellers and Parent shall be responsible for all of their
     respective Liabilities and obligations, which includes all
     Liabilities, related in any respect to the Business and/or
     the Purchased Assets and/or any of the Sellers, but
     excluding solely the Assumed Liabilities (collectively, the
     "Excluded Liabilities"), and Buyer shall not assume, or in
     any way be liable or responsible for, any of such Excluded
     Liabilities.  Without limiting the generality of the
     foregoing, the Excluded Liabilities shall also include the
     following:

               (i)       any Liability or obligation of each of the Sellers or
          Parent arising out of or in connection with the negotiation and
          preparation of this Agreement and the consummation and
          performance of the transactions contemplated hereby, or any Tax
          Liabilities so arising;

               (ii)      any Liability or obligation of each of the
          Sellers that is specifically retained by the Sellers pursuant to
          this Agreement, including, without limitation, the Excluded
          Liabilities;

               (iii)     any Liability or obligation of each of the
          Sellers or Parent, or any consolidated group of which the Sellers
          are a member, for any foreign, federal, state, commonwealth,
          county or local taxes of any kind or nature, or any taxes levied
          by any other legitimate taxing authority, or any interest or
          penalties thereon, including, without limitation, any sales or
          use tax obligations applicable to the transfer of the Purchased
          Assets or the transfer of the Contracts and/or Leases as
          contemplated by this Agreement, it being hereby agreed by the
          parties hereto that such obligations shall be paid by the Sellers
          and Parent, on a joint and several basis;

                                Page 6

 <PAGE>

               (iv)      any Liabilities with respect to any claims,
          suits, actions or causes of action arising out of the operation
          of the Business on or prior to the Closing Date; and

               (v)       any Liabilities with respect to each of the Sellers'
          Benefit Plans (defined herein) and/or Benefit Arrangements
          (defined herein) arising on or prior to the Closing Date.

          (d)  Payment of Earned Payroll and Paid Time Off. Prior
     to or at the Closing (as hereinafter defined), or if the
     Closing does not occur on a day which is a normal date on
     which payroll is paid by the Sellers to its employees, then
     on the first normal payroll date following the Closing (the
     "Normal Payroll Date"), each Seller shall have paid to its
     Employees (defined in Section 7(l) herein) all earned
     payroll, earned through the "paid-time off bank" (the "PTO
     Bank") (collectively, the "Earned Employees Benefits") and
     associated taxes to which such Employees are entitled prior
     to and through the Effective Date.

     5.   Purchase Price; Manner of Payment; Allocation;
           Monitoring of Cash Receipts.

          (a)    Purchase Price and Manner of Payment.  In
       addition to the Other Consideration (defined herein) set
       forth in Section 5(c) herein, the total purchase price
       for the Purchased Assets (the "Purchase Price") and the
       covenants of each of the Sellers and Parent shall be One
       Million Seven Hundred Fifty Thousand Dollars ($1,750,000)
       to be paid to the Sellers by wire transfer at the
       Closing, to the account or accounts designated in writing
       by the Sellers to Buyer, as follows:

               (i)  to AASI, the sum of     $  1,049,490.00

               (ii) to PRN, the sum of      $    700,510.00

          (b)   Purchase Price Allocation. The parties shall
       allocate the Purchase Price, among the Purchased Assets
       as set forth in Schedule 5(c) attached hereto (the
       "Allocation").  Buyer and each Seller agree to report
       the transactions set forth herein for federal and state
       tax purposes in accordance with the Allocation,
       including, but not limited to, for purposes of filing IRS
       Form 8594, and on a timely manner (including any and all
       permitted extensions)

          (c)  Post-Closing Adjustments. The parties clearly
       understand that the Sellers are transferring the Business
       effective as of the Effective Date, although the Business
       will be managed and/or operated by the Sellers from the
       Effective Date until and including the Closing Date.  In
       accordance therewith, the Sellers are entitled to all
       Accounts Receivables prior to the Effective Date and/or
       cash received with respect to the Accounts Receivables
       generated prior to the Effective Date.  The Buyers are
       entitled to all Accounts Receivable generated on and
       after the Effective Date and all proceeds received in
       connection therewith.  It is further understood that the
       Seller

                             Page 7

<PAGE>

       may pay for certain items that are Assumed Liabilities.
       In connection therewith, the parties agree to meet on a
       mutually agreed upon date within thirty (30) days after
       the Closing Date to account for the obligations of each
       party to the other party.  In addition to other mutually
       agreed amounts to be transferred between Seller and
       Buyer, the parties agree as follows:

               (i)  The Buyer shall be responsible for
               reimbursing Sellers for all expenses paid by
               either of the Sellers on or after the Effective
               Date and before the Closing Date which are
               attributable to the Business on or after the
               Effective Date, including without limitation, all
               salaries and wages and related taxes incurred
               during the month of August and thereafter and paid
               by the Sellers and/or the rent paid by either of
               the Sellers on any of the Leases for equipment
               and/or leased space for the month of August and
               that are related to the Purchased Assets; and

               (ii) The Seller shall be responsible for paying
               Buyer for any cash or cash equivalents received by
               the Sellers for services rendered or products
               provided that are received and are attributable to
               the Business on or after the Effective Date and
               before the Closing Date but excluding any payments
               or portions thereof that are received and are
               attributable to accounts receivables earned prior
               to the Effective Date.



          (d)  Monitoring of Cash Receipts.  The parties
     understand that checks and/or other forms of money may
     inadvertently be sent to the wrong party.  Each of the
     Sellers and/or Parent, on the one hand (and with respect to
     the Parent, to the extent related to the Business and/or the
     Purchased Assets), and the Buyer, on the other hand, agree
     to work efficiently and expediently to resolve this problem
     and related issues during the period beginning with the
     Execution Date and ending six (6) months thereafter (the
     "Monitoring Period"), and agree to do the following during
     the Monitoring Period:


               (i)  the parties shall each appoint a point person who would be
            the person acting on behalf of such party to facilitate the
            resolution of problems;

               (ii) effective as of the Closing Date, the parties shall
            provide to the other party a weekly report detailing a listing of
            all receipts by such party, including the name of the patient
            and/or customer, the payor, the invoice numbers and accompanied
            by the explanation of benefits (the "EOBs") related to such
            invoices, and any other information reasonably requested by such
            party; and

                                  Page 8

  <PAGE>

               (iii) upon notification by one party that there might be a
            problem with the listing or related issues, the parties agree to
            commit their resources to resolve any differences within forty-
            eight (48) hours.

     6.   Time and Place of Closing. The transactions contemplated by
this Agreement shall be consummated at a closing (the "Closing")
held on the date that the parties agree to next after the Buyer
has secured its financing (the "Closing Date") at the Dallas,
Texas offices of Bracewell & Patterson, LLP, or at such other
place or in such other manner as the parties may mutually
designate, and shall be effective on the Effective Date, unless
otherwise specifically provided herein.  In connection with such
Closing, all of the following transactions were considered to
have taken place simultaneously and no delivery or payment was
considered to have been made until all transactions taken at the
Closing had been completed:

          (a)  PRN has duly executed and/or delivered to Buyer,
     as part of the Operative Documents (defined below), the
     following:

               (i)       this Agreement;

               (ii)      a Certificate duly executed by the Secretary
          of PRN that certifies (A) the due adoption by the Board of
          Directors and the sole shareholder of PRN of resolutions attached
          to such Certificate authorizing the execution of this Agreement
          and the Operative Documents and the taking of all actions
          contemplated hereby or thereby; (B) the incumbency and true
          signatures of those officers of PRN duly authorized on its behalf
          in connection with the documents and transactions referred to in
          (A) above; and (C) that the copy of the Articles of Incorporation
          and Bylaws of PRN attached to such Certificate are true and
          correct copies thereof and that such Articles and Bylaws have not
          been amended or modified in any way except as reflected in such
          copies;

               (iii)     An opinion of counsel for PRN in form and
          substance satisfactory to counsel for Buyer in the form of
          Exhibit A hereto;

               (iv)      All of the consents of third persons
          necessary to effectuate the valid assignment to Buyer of the
          Contracts, Leases, Licenses and Permits to which PRN is a party
          or by which it or its assets are bound shall have been obtained
          in a form reasonably satisfactory to Buyer, without any
          diminution of the value of the Purchased Assets.

               (v)       All UCC-3s or other financing statements necessary
          to release any liens and/or any other encumbrances on the Purchased
          Assets; and

               (vi)      all other documents or certificates,
          instruments and other items necessary to effect the transactions
          contemplated hereby.

          (b)  AASI has duly executed and/or delivered to Buyer,
     as part of the

                             Page 9

 <PAGE>

     Operative Documents, the following:

               (i)       this Agreement;

               (ii)      a Certificate duly executed by the Secretary
          of AASI that certifies (A) the due adoption by the Board of
          Directors and the sole shareholder of AASI of resolutions
          attached to such Certificate authorizing the execution of this
          Agreement and the Operative Documents and the taking of all
          actions contemplated hereby or thereby; (B) the incumbency and
          true signatures of those officers of AASI duly authorized on its
          behalf in connection with the documents and transactions referred
          to in (A) above; and (C) that the copy of the Articles of
          Incorporation and Bylaws of AASI attached to such Certificate are
          true and correct copies thereof and that such Articles and Bylaws
          have not been amended or modified in any way except as reflected
          in such copies;

               (iii)    An opinion of counsel for AASI in form and
          substance satisfactory to counsel for Buyer in the form of
          Exhibit A hereto;

               (iv)     All of the consents of third persons
          necessary to effectuate the valid assignment to Buyer of the
          Contracts, Leases, Licenses and Permits to which AASI is a party
          or by which it or its assets are bound shall have been obtained
          in a form reasonably satisfactory to Buyer, without any
          diminution of the value of the Purchased Assets;

               (v)      All UCC-3s or other financing statements necessary to
          release any liens and/or other encumbrances on the Purchased
          Assets; and

               (vi)     all other documents or certificates,
          instruments and other items necessary to effect the transactions
          contemplated hereby.

          (c)  Parent has duly executed and/or delivered to
          Buyer, as part of the Operative Documents, the following:

               (i)      this Agreement;

               (ii)     a Certificate duly executed by the
          Secretary of Parent that certifies (A) the due adoption
          by the Board of Directors of Parent of resolutions
          attached to such Certificate authorizing the execution
          of this Agreement and the Operative Documents and the
          taking of all actions contemplated hereby or thereby;
          (B) the incumbency and true signatures of those
          officers of Parent duly authorized on its behalf in
          connection with the documents and transactions referred
          to in (A) above; and (C) that the copy of the Articles
          of Incorporation and Bylaws of Parent attached to such
          Certificate are true and correct copies thereof

                                Page 10

<PAGE>

          and that such Articles and Bylaws have not been amended or
          modified in any way except as reflected in such copies;

               (iii)   an opinion of counsel for Parent in
          form and substance satisfactory to counsel for Buyer in
          the form of Exhibit A hereto;

               (iv)    all consents and/or approvals
          necessary from any third parties, including, without
          limitation, any financial institutions, to consummate
          the transactions contemplated by this Agreement; and

               (v)     all other documents or certificates,
          instruments and other items necessary to effect the
          transactions contemplated hereby.

          (d)  Buyer has duly executed and/or delivered to
          Sellers and/or Parent as part of the Operative Documents,
          the following:

               (i)  the Purchase Price;

               (ii) a Certificate duly executed by the Secretary
          of Buyer that certifies (A) the due adoption by the
          General Partner of Buyer of resolutions attached to
          such Certificate authorizing the execution of this
          Agreement and the Operative Documents and the taking of
          all actions contemplated hereby or thereby; (B) the
          incumbency and true signatures of those representatives
          of Buyer duly authorized on its behalf in connection
          with the documents and transactions referred to in (A)
          above; and (C) that the copy of the Partnership
          Agreement of Buyer attached to such Certificate is a
          true and correct copy thereof, and that the Partnership
          Agreement has not been amended or modified in any way
          except as reflected in such copies; and

               (iii) an opinion of counsel for Buyer in form and
          substance satisfactory to counsel for PRN, AASI and Parent
          in the form of Exhibit C hereto.

          (e)  At the Closing, and at all times thereafter as may
     be necessary, each of the Sellers and Parent shall execute
     and deliver to Buyer such other instruments of transfer as
     shall be reasonably necessary or appropriate to vest in
     Buyer title to the Purchased Assets and to comply with the
     purposes and intent of this Agreement.  Further, each of the
     parties hereto agrees to cooperate fully with each other and
     with the other party's respective counsel and accountants in
     connection with any steps required to be taken as part of
     their respective obligations hereunder and all parties agree
     to use their reasonable best efforts to do all things
     necessary, proper or advisable to consummate and make
     effective the transactions contemplated by this Agreement.

                             Page 11

<PAGE>

     7.        Representations and Warranties of Seller and
Parent. Each of the Sellers and Parent jointly and severally
represent and warrant to Buyer that the following were true,
complete and correct as of the Effective Date of this Agreement
and are true, complete and correct as of the Execution Date and
Closing Date of this Agreement:

          (a)  Organization, Existence and Good Standing.

               (i)       AASI  is a corporation duly formed, validly existing
          and in good standing under the laws of the State of Louisiana and
          is duly qualified as a foreign corporation to do business in each
          other jurisdiction where the nature of its activities makes such
          qualification necessary.  AASI has the corporate power and
          authority to own and lease all of the properties and assets now
          owned and leased and to carry on its business as now being
          conducted.

               (ii)      PRN is a corporation duly formed, validly existing
          and in good standing under the laws of the State of Texas and is
          duly qualified as a foreign corporation to do business in each
          other jurisdiction where the nature of its activities makes such
          qualification necessary.  PRN has the corporate power and
          authority to own and lease all of the properties and assets now
          owned and leased and to carry on its business as now being
          conducted.

          (b)  Capital Stock; Ownership.

               (i)       AASI has authorized capital stock
          consisting of ten thousand (10,000) shares of common
          stock, par value one-tenth of One Cent ($0.001) per
          share, of which Ten Thousand (10,000) shares are
          presently issued and outstanding and are all held
          beneficially and of record by Parent.  There are no
          other authorized or outstanding securities of AASI, of
          any class, kind or character. There are no outstanding
          subscriptions, options, warrants or other rights,
          agreements or commitments obligating AASI to issue any
          additional shares of capital stock of AASI, or any
          options or rights with respect thereto, or any
          securities convertible into or exchangeable for any
          shares of capital stock of AASI.

               (ii)      PRN has authorized capital stock
          consisting of five hundred thousand (500,000) shares of
          common stock, par value One Cent ($0.01) per share, of
          which Ninety-Five Thousand (95,000) shares are
          presently issued and outstanding and are all held
          beneficially and of record by AASI.  There are no other
          authorized or outstanding securities of PRN, of any
          class, kind or character. There are no outstanding
          subscriptions, options, warrants or other rights,
          agreements or commitments obligating PRN to issue any
          additional shares of capital stock of PRN, or any
          options or rights with respect thereto, or any
          securities convertible into or exchangeable for any
          shares of capital stock of PRN.

               (iii)     AASI is the sole shareholder of
          PRN.  AASI has good and marketable title and rightful
          possession of all of the shares of capital stock of

                             Page 12

<PAGE>

          PRN, free and clear of any and all liens, claims,
          charges, encumbrances and security interests of any
          nature or type whatsoever, except as specifically
          described in Schedule 7(b)(iii) attached hereto and
          incorporated herein for all purposes.

          (c)  Enforceability and Authority. This Agreement and the other
          documents and instruments executed by each of the Sellers and/or
          Parent and/or each of the Named Individuals in connection
          herewith (collectively, the "Operative Documents," including,
          without limitation, this Agreement) to which it is a party have
          been duly executed and delivered by each of the Sellers and
          constitute a legal, valid and binding obligation of each of the
          Sellers, enforceable against each of the Sellers in accordance
          with their respective terms.  Each of the Sellers has full power,
          capacity and authority (both legal and corporate) to execute and
          deliver this Agreement and the Operative Documents, and to
          perform its obligations hereunder and thereunder, and all
          required approvals of the Board of Directors of each of the
          Sellers and the shareholders of each Seller have been duly and
          properly obtained.  No other corporate action on the part of any
          Seller is necessary to authorize the transactions contemplated
          hereby.

          (d)  Title. Each of the Sellers has good and marketable
          title to the Purchased Assets owned by such Seller,
          free and clear of any and all liens, claims, charges,
          liabilities, encumbrances and security interests of
          every kind and nature, except only for the Assumed
          Liabilities.

          (e)  Condition of Equipment and Inventory. Except as
          otherwise specifically noted on Schedule 1(a)(i) and
          Schedule 1(a)(ii) and Schedule 1(b)(i) and Schedule
          1(b)(ii) attached hereto, the Equipment and Inventory
          set forth therein, respectively, constitute all
          material tangible personal property used by each Seller
          in the Business and/or necessary for the Business and
          is sufficient to enable Buyer to conduct the Business
          in the same manner after the Closing as each Seller
          operated and conducted the Business immediately prior
          to the Closing. Except as otherwise specifically noted
          on Schedule 1(a)(i) and Schedule 1(a)(ii) attached
          hereto, all Equipment is in good working condition and
          repair, and is in operating condition, subject to
          normal wear and tear, and is adequately insured against
          damage and loss through the Closing Date. The Inventory
          is free from defects in materials and workmanship
          except with respect to items of Inventory that are
          indicated as being "below quality" or "non-saleable" on
          Schedule 1(b)(i) and Schedule 1(b)(ii) attached hereto.
          All Equipment and Inventory is located at the locations
          set forth on Schedule 7(e)(i) and Schedule 7(e)(ii)
          attached hereto.

          (f)  Taxes. Each Seller has properly completed and
          filed in correct form and on a timely basis all tax
          returns, and other required tax forms, with respect to
          all sales, excise, transaction privilege, business
          license, employment, withholding, income, franchise and
          real and personal property taxes, and all other local,
          state and federal taxes (collectively, the "Taxes")
          that are required of any Seller to be

                             Page 13

<PAGE>



          filed prior to the Closing or for any period relating
          on or before the Closing, and has timely paid all Taxes
          and all assessments of every kind and nature owing by
          any Seller as such Taxes and assessments have accrued
          and/or become due or payable.

          (g)  Conflicts; Consents. Except as set forth on
          Schedule 7(g)(i) and Schedule 7(g)(ii) attached hereto,
          neither the execution and delivery of this Agreement
          and/or the Operative Documents, nor the consummation of
          the transactions contemplated hereby or thereby will
          conflict with, violate or result in a breach of or
          default under (with or without the giving of notice or
          the passage of time, or both): (i) the Articles of
          Incorporation or the Bylaws of any of the Sellers; (ii)
          any License, Permit, instrument, contract or agreement
          (including any Contract and/or Lease) to which any
          Seller is a party or is subject or by which any Seller
          or any of the Purchased Assets are bound; or (iii) any
          law, order, rule, regulation, writ, injunction or
          decree that is applicable to any Seller, or that may
          affect any of the Purchased Assets. Neither the
          execution and delivery of this Agreement, nor of any of
          the Operative Documents, nor the consummation by any
          Seller or Parent of the transactions contemplated
          hereby or thereby, will require any consent or approval
          of, or any filing with, any entity or other person,
          including any governmental entity or body, except as
          set forth on Schedule 7(g)(i) and Schedule 7(g)(ii)
          attached hereto and incorporated herein.

          (h)  Creditors of Sellers.  Schedule 7(h)(i) and
          Schedule 7(h)(ii) attached hereto lists all of each
          Seller's creditors (the "Creditors"), the Creditors'
          current addresses and the balance due to each of the
          Creditors, as of the date hereof.

          (i)  Sole Names. The names under which each of the
          Sellers has conducted the Business is as follows:  (i)
          for AASI - Amedisys Alternate-Site Infusion Therapy
          Services, Inc., and (ii) for PRN-PRN, Inc., Home IV
          Therapy (an inactive d/b/a), and Amedisys Alternative-
          Site Infusion Therapy Services (an active d/b/a).

          (j)  Litigation and Related Matters.  Set forth on
          Schedule7(j)(i) and Schedule7(j)(ii) attached hereto is
          a list of (i) all actions, suits, proceedings,
          investigations or grievances pending against each of
          the Sellers and, if related in any respect to the
          Business or the ability of Parent to perform under this
          Agreement, Parent, or, to the knowledge of any Seller
          or Parent, threatened against any Seller, any Seller's
          business or any property or rights of any Seller or, if
          related in any respect to the Business or the ability
          of Parent to perform under this Agreement,  Parent, at
          law or in equity, before or by any court or any
          federal, state, municipal or other governmental
          department, commission, board, bureau, agency or
          instrumentality, domestic or foreign (collectively,
          "Agencies"), (ii) all pending and prior fraud or other
          investigations, actions, suits, proceedings,
          settlements, claims or grievances against each of the
          Sellers and Parent and their respective officers,
          directors and other employees, or, to the knowledge of
          any Seller or Parent, threatened against any Seller or
          Parent, by the Health Care

                             Page 14

<PAGE>

          Financing Administration ("HCFA"), the Office of
          Inspector General, the Department of Justice or the
          Medicaid agency for any states in which the Seller
          and/or Parent has conducted any business; and (iii) all
          worker's compensation claims outstanding against any
          Seller.  None of the actions, suits, proceedings,
          investigations or claims listed on Schedule 7(j)(i) or
          Schedule 7(j)(ii) would reasonably be anticipated to
          have a Material Adverse Effect (defined below).
          Neither Seller nor Parent has any knowledge of any acts
          or omissions that could form the basis of a lawsuit
          against any Seller or Parent which, if determined
          adversely to any such Seller or Parent, would
          reasonably be expected to have a Material Adverse
          Effect.  Neither Seller nor Parent is subject to any
          continuing court or Agency order, writ, injunction or
          decree applicable specifically to the Business, their
          respective operations and assets (including, without
          limitation, the Purchased Assets) or employees, nor is
          any Seller or Parent in default with respect to any
          order, writ, injunction or decree of any court or
          Agency with respect to any Seller's assets (including,
          without limitation, the Purchased Assets), Parent's
          assets (if it would reasonably be expected to have a
          Material Adverse Effect), the Business and their
          respective operations or employees.  For purposes of
          this Agreement, the term "Material Adverse Effect"
          shall mean a material adverse effect, individually or
          in the aggregate, on the assets, liability, financial
          condition or results of operations of any Seller or the
          ability of any Seller or Parent to consummate the
          transactions contemplated by this Agreement.

          (k)  Employees.

               (i)  Schedule 7(k)(i) and Schedule 7(k)(ii)
          attached hereto and incorporated herein  sets forth the
          name of each of Seller's current Employees.

               (ii) None of the Sellers is a party to, nor bound
          by, the terms of any collective bargaining agreement.
          No charges or proceedings before the National Labor
          Relations Board, or similar agency, exist, have been
          threatened or, to the knowledge of any Seller, are
          contemplated.

               (iii) Each of the Seller's relationship with
          its Employees (as a group, and without regard to any
          individual Employee) is good.

               (iv) No legal proceedings, charges, complaints, or
          similar actions exist under any federal, state or local
          laws affecting any employment relationship of any
          Seller, and neither any Seller nor Parent have any
          knowledge of any acts or omissions that could form the
          basis for such legal proceedings, charges, complaints,
          or similar actions, including, but not limited to:  (A)
          anti-discrimination statutes such as Title VII of the
          Civil Rights Act of 1964, as amended (or similar state
          or local laws prohibiting discrimination because of
          race, sex, religion, national origin, age and the
          like); (B) the Fair Labor Standards Act or other
          federal, state or local laws regulating hours of work,
          wages, overtime and other working conditions; (C) state
          laws with respect to tortuous employment

                             Page 15
<PAGE>

          conduct, such as slander, false light, invasion of
          privacy, negligent hiring or retention, intentional
          infliction of emotional distress, assault and battery,
          or loss of consortium; or (D) the Occupational Safety
          and Health Act, as amended, as well as any similar
          state laws, or other regulations respecting safety in
          the workplace; and no proceedings, charges, or
          complaints are threatened or, to the knowledge of
          Seller, contemplated under any such laws or
          regulations.  Neither Seller is subject to any
          settlement or consent decree with any present or former
          Employee, Employee representative or any court,
          government or Agency relating to claims of
          discrimination or other claims in respect to employment
          practices and policies; no court, government or Agency
          has issued a judgment, order, decree or finding with
          respect to the labor and employment practices
          (including practices relating to discrimination) of any
          Seller.

               (v)  Except as otherwise set forth on Schedule
          7(k)(i) and Schedule 7(k)(ii), each of the current
          Employees of the Sellers is employed at will.

               (vi) The Sellers have informed Employees in
          writing of all benefits to which they are or were
          entitled prior to the Effective Date.  The Sellers do
          not pay their respective Employees for accrued vacation
          or sick time, except through their respective paid time
          off plan.

          (l) Employee Benefit Plans and Benefit Arrangements.

               (i)       The term "Employees" shall mean all
          current employees (including those on layoff,
          disability, or leave of absence, whether paid or
          unpaid), former employees and retired employees of any
          Seller and the term "Employee" shall mean any of the
          Employees.

               (ii)      The term "Benefit Plans" shall mean
          each and all "employee benefit plans" as defined in
          Section 3(3) of the Employee Retirement Income Security
          Act of 1974, as amended ("ERISA"), maintained or
          contributed to by any Seller or Parent or any other
          employer that is, or was at any time after September 2,
          1984, together with any Seller, treated as a "single
          employer" under Section 414(b), 414(c) 414 (m) or
          414(o) of the Code (an "ERISA Affiliate"), or in which
          any Seller or an ERISA Affiliate participates or
          participated and which provides benefits to Employees
          or their spouses or covered dependents, including (A)
          any such plans that are "employee welfare benefit
          plans" as defined in Section 3(1) of ERISA and (B) any
          such plans that are "employee pension benefit plans" as
          defined in Section 3(2) of ERISA.

               (iii)     The term "Benefit Arrangements"
          shall mean each and all foreign and domestic pension,
          supplemental pension, accidental death and
          dismemberment, life and health insurance and benefits
          (including medical, dental, vision and
          hospitalization), savings, bonus, deferred
          compensation, holiday,

                             Page 16

<PAGE>

          vacation, severance pay, salary continuation, sick pay,
          sick leave, short and long-term disability, tuition
          refund, service award, company car, scholarship,
          relocation, patent award, fringe benefit and other
          employee benefit arrangements, plans, employment
          agreements, consulting agreements or severance
          agreements, policies or practices of any Seller or any
          ERISA Affiliate providing employee or executive
          compensation or benefits to Employees, other than the
          Benefit Plans.

               (iv)   Schedule 7(l)(i) and Schedule
          7(l)(ii) to this Agreement contains a list of all
          written and unwritten Benefit Plans and Benefit
          Arrangements.  True and complete copies of each such
          listed written Benefit Plan and Benefit Arrangement and
          written descriptions of each such listed unwritten
          Benefit Plan and Benefit Arrangement have previously
          been delivered to Buyer.  Each Benefit Plan which is
          intended to qualify under Section 401(a) of the
          Internal Revenue Code of 1986, as amended (the "Code"),
          is and always has been qualified under Section 401(a)
          of the Code ("Qualified Plans").  All Qualified Plans
          have been amended to comply with the Code and any
          subsequent changes in the law that require amendments
          of such Qualified Plans. Each Qualified Plan is in
          receipt of a favorable determination letter issued by
          the Internal Revenue Service, and each such letter has
          not been revoked nor, to the knowledge of any Seller
          and Parent, threatened to be revoked.  Each Benefit
          Plan and Benefit Arrangement has been administered in
          all material respects in compliance with all applicable
          laws and in accordance with the terms of the Benefit
          Plan and Benefit Arrangement.  No "prohibited
          transaction" (within the meaning of Section 406 of
          ERISA or Section 4975 of the Code) has occurred with
          respect to any Benefit Plan which would result directly
          or indirectly in any material liability to any Seller.

               (v)   No Benefit Plan which is subject to Part
          3 of Title I of ERISA or Section 412 of the Code has an
          accumulated funding deficiency within the meaning of
          such provisions, except as set forth in Schedule
          7(l)(i) and Schedule 7(l)(ii) to this Agreement.

               (vi)  Neither any Seller nor any ERISA
          Affiliate has ever participated in nor had an
          obligation to contributed to any "multiemployer plan"
          (as defined in Sections 3(37) and 4001(a)(3) of ERISA).

               (vii) Except as noted in Schedule 7(l)(i)
          and Schedule 7(1)(ii) to this Agreement, there are no
          pending investigations by any governmental agency
          involving the Benefit Plans or Benefit Arrangements, no
          termination proceedings involving the Benefit Plans or
          Benefit Arrangements, and no pending, threatened or, to
          the knowledge of any Seller, contemplated claims
          (except for claims for benefits payable in the normal
          operation of the Benefit Plans and Benefit
          Arrangements), suits or proceedings against any Benefit
          Plan or Benefit

                             Page 17

<PAGE>

          Arrangement or asserting rights or claims to benefits
          under any Benefit Plan or Benefit Arrangement.

               (viii) Neither any Seller nor any ERISA
          Affiliate has incurred or is reasonably likely to incur
          any liability with respect to any plan or arrangement
          that would be included within the definition of Benefit
          Plan or Benefit Arrangement hereunder but for the fact
          that such plan or arrangement was terminated before the
          date of this Agreement.

          (m)  Insurance.  Schedule 7(m)(i) and Schedule 7(m)(ii)
     contains a list of the policies and contracts for fire,
     casualty, liability and other forms of insurance maintained
     by, or for the benefit of, each Seller.  No Seller has
     received any notice of cancellation or non-renewal, in each
     case which has not been cured, or of significant premium
     increases with respect to any such policy.  Except as
     disclosed on Schedule 7(m)(i) and Schedule 7(m)(ii), no
     pending claims made by or on behalf of any Seller under such
     policies have been denied or are being defended against
     third parties by an insurer of any Seller.  Nothing
     contained in this Section 7(m) shall be interpreted to imply
     that Buyer is assuming the policies referenced herein.

          (n) Interests in Customers, Suppliers, Etc.  Neither
     Parent nor any person who is a director or officer of either
     Seller or Parent or a shareholder of more than 10% of the shares
     of capital stock of Parent is an officer, director or affiliate
     of any corporation, firm, association or business organization
     which is a supplier, customer or competitor of either of the
     Sellers.

          (o) No Illegal Payments, Etc.   Neither Seller nor
     Parent nor anyone acting on behalf of Seller or Parent has (i)
     directly or indirectly given or agreed to give any illegal gift,
     contribution, payment or similar benefit to any supplier,
     customer, governmental official or employee or other person who
     was, is, or may be in a position to help or hinder either Seller
     (or assist either Seller in connection with any actual or
     proposed transaction) or made or agreed to make any illegal
     contribution, or reimbursed any illegal political gift or
     contribution made by any other person, to any candidate for
     federal, state, local or foreign public office (A) which might
     subject any of the Sellers to any damage or penalty in any civil,
     criminal or governmental litigation or proceeding or (B) the
     non-continuation of which has had or might have, individually or
     in the aggregate, a Material Adverse Effect, or (ii) established
     or maintained any unrecorded fund or asset or made any false
     entries on any books or records for purposes of disguising such a
     benefit.

          (p) Contracts and Leases.  Each of the Contracts and
     Leases is in full force and effect as of the Closing, and there
     are no existing defaults or breaches under any of the Contracts
     or Leases, and no event or condition exists which, with the
     passage of time and/or with or without the giving of notice,
     could constitute a default or a breach under any of the Contracts
     or Leases.  None of the Contracts or Leases will be terminated or

                             Page 18

<PAGE>

     breached as a result of the transactions contemplated
     herein.

          (q)  Financial Statements. The respective financial
     statements of the Sellers attached to Schedule 7(q)(i) and
     Schedule 7(q)(ii) hereto are true, correct and complete, and
     fairly present the financial condition of the respective Sellers
     during the periods covered, and were prepared in accordance with
     generally accepted accounting principles applied on a basis
     consistent with prior periods (collectively, the "Financial
     Statements").  Since the date of the most recent Financial
     Statements, there has not been any transactions by either Seller
     outside the ordinary course of each such Seller's Business. As of
     the Closing, the financial condition of each Seller is no worse
     than that disclosed in the Financial Statements of the respective
     Seller.

          (r)  Compliance with Laws.  To Seller's best knowledge,
     each of the Sellers is in compliance with all laws applicable to
     each such Seller (including, without limitation, all health care
     related laws, rules, regulations or orders), and Seller has not
     received any information that it is not in compliance.

          (s)  Compliance with Medicare/Medicaid Programs.
     Except as otherwise noted on Schedule 7(s) attached hereto, each
     of the Sellers and the Parent are qualified for participation in
     the Medicare and Medicaid reimbursement programs and is a party
     to provider agreements for such programs which are in full force
     and effect with no events of default having occurred thereunder.
     Neither the Sellers, nor the Parent has been convicted of, or
     pled guilty or nolo contendere to, patient abuse or neglect, or
     any other Medicare or Medicaid program-related offense.  Neither
     the Sellers nor the Parent has (I) committed any offense which
     may serve as the basis for suspension or exclusion from the
     Medicare and Medicare programs, including, but not limited to,
     defrauding a government program, loss of a license to provide
     health care services, and failure to provide quality care, or
     (ii) engaged in any prohibited reassignment of Medicare or
     Medicaid program accounts receivable.  Neither of the Sellers nor
     the Parent has been or is excluded from participation in the
     Medicaid or Medicare programs.

          (t)  Filing of Third Party Payor Claims.  Each of the
     Sellers and the Parent have timely filed all claims or other
     reports required to be filed prior to the Closing Date with
     respect to the purchase of services by third-party payors
     ("Payors"), including, but not limited to, the Medicare and
     Medicaid reimbursement programs, except where the failure to file
     would not, individually or in the aggregate, result in a Material
     Adverse Effect.  All such claims or reports ("Third-Party Payor
     Claims") are complete and accurate in all material respects,
     except where the incompleteness or inaccuracy of such reports in
     the aggregate would not have a Material Adverse Effect on the
     condition (financial or otherwise) of either of the Sellers or
     the Parent.  Except as otherwise noted on Schedule 7(f) attached
     hereto, there are not pending any appeals, overpayment
     determinations, adjustments, challenges, audits, litigation or
     notices of intent to reopen Medicare and/or Medicaid claims,
     determinations or other reports required to be filed by either of
     the Sellers or the Parent in order to be paid by a Payor for
     services rendered.

                             Page 19

<PAGE>

          (u)  Fraud and Abuse.  Neither the Sellers, the Parent
     nor any persons and/or entities providing professional services
     therefor have engaged in any activities which are prohibited
     under Sec. 1320a-7b of Title 42 of the United States Code, or the
     regulations promulgated thereunder, or related state or local
     statutes or regulations, or which are prohibited by rules of
     professional conduct, including, but not limited to, the
     following:

            (i)  knowingly  and willfully making or causing to be made a
          false statement or representation of a material fact in any
          application for any benefit or payment;

            (ii)  knowingly and willfully making or causing to be made
          any false statement or representation of a material fact for use
          in determining rights to any benefit or payment;

            (iii) failure to disclose knowledge by a claimant of the
          occurrence of any event affecting the initial or continued right
          to any benefit or payment on its own behalf or on behalf of
          another with intent to fraudulently secured such benefit or
          payment; and

            (iv)  knowingly and willfully soliciting or receiving any
          remuneration (including any kickback, bribe or rebate), directly
          or indirectly, overtly or covertly, in cash or in kind, or
          offering to pay or receive such remuneration (A) in return for
          referring an individual to a person for the furnishing or
          arranging for the furnishing of any item or service for which
          payment may be made in whole or in part by the Medicare or
          Medicaid reimbursement programs, or (:B) in return for
          purchasing, leasing or ordering or arranging for or recommending,
          purchasing, leasing or ordering any good, facility, service or
          item for which payment may be made in whole or in part by the
          Medicare or Medicaid reimbursement programs.

          (v)     Compliance with Stark I and II.  Neither Sellers,
     nor the Parent, nor any person proving professional services has
     engaged in any activities which are prohibited under Section
     1395nn of Title 42 of the United States Code (subject to the
     exceptions set forth therein), including the referring of a
     patient for "designated health services" (as defined by 42 U.S.C.
     Section 1395nn) to or providing designated health services to a
     patient upon a referral from an entity or person which the
     Sellers and/or the Parent (or an immediate family member thereof)
     has a financial relationship and to which no exception under said
     section applies.

          (w)     Financing Statements.  Each of Sellers and Park
     agree and acknowledge that the security interest granted by
     Parent and/or AASI in favor of US Bank Trust, bearing UCC No. 98-
     746431 (reflecting the assignment from DVI Capital Company of UCC
     No. 98-104340) is a security interest in telephone equipment
     leased by AASI, but which assets are not included within the
     definition of Purchased Assets and which lease is

                             Page 20
<PAGE>

     not included within the definition of Lease, nor will the
     security interest affect the Purchased Assets.

          (X)    Accuracy of Documents, Representations and Warranties.
     The copies of all documents furnished to Buyer or its
     representatives by or on behalf of the Sellers or their
     respective representatives are true, correct and complete. No
     representation or warranty of any Seller contained in this
     Agreement or any of the Operative Documents, delivered by or on
     behalf of any Seller or its representatives pursuant to or in
     connection with this Agreement or any other document or
     instrument executed by any such Seller in connection herewith or
     therewith, or any of the transactions contemplated hereby or
     thereby, contains any untrue statement of a material fact, or
     omits to state any material fact required to be stated herein or
     therein in order to make the statements contained herein or
     therein not misleading.

8.   Representations of Parent.  Parent represents and warrants
to Buyer that the following were true, complete and correct as of
the Effective Date of this Agreement and are true, complete and
correct as of the Execution Date and Closing Date of this
Agreement:

          (a)  Ownership. Parent is the sole shareholder of AASI
     and, as a result of Parent's ownership in AASI, is the
     indirect sole shareholder of PRN.  Parent has good and
     marketable title to and rightful possession of all of the
     shares of the capital stock of AASI and indirectly, PRN, in
     each case free and clear of any and all liens, claims,
     charges, encumbrances and security interests of any nature
     or type whatsoever, except as specifically described in
     Schedule 8(a) and Schedule 7(b)(iii) attached hereto and
     incorporated herein for all purposes.

          (b)  Enforceability and Capacity. This Agreement and
     all other documents and instruments executed and delivered
     by Parent in connection with this Agreement constitute the
     legal, valid and binding obligations of Parent, enforceable
     against Parent in accordance with their respective terms.
     Parent has the full power, capacity and authority (legal and
     corporate) to execute and deliver this Agreement and all
     such other agreements, documents and instruments to be
     executed and delivered by Parent pursuant hereto and to
     perform its obligations hereunder and thereunder. All
     required approvals of the Board of Directors of Parent have
     been duly and properly obtained.  No other corporate action
     on the part of Parent is necessary to authorize the
     transactions contemplated hereby.

          (c)  Compliance with Laws. Parent is in compliance with
     all laws applicable to Parent (including, without
     limitation, all health care related laws, rules, regulations
     or orders).

          (d)  Accuracy of Documents, Representations and
     Warranties. The copies of all documents furnished to Buyer
     or its representatives by or on behalf of Parent, or its
     respective representatives, are true, correct and complete.
     No representation or warranty of Parent contained in this
     Agreement or any of the Operative Documents, delivered by

                             Page 21

<PAGE>

     or on behalf of Parent, or its respective representatives,
     pursuant to or in connection with this Agreement or any
     other document or instrument executed by Parent in
     connection herewith or therewith, or any of the transactions
     contemplated hereby or thereby, contains any untrue
     statement of a material fact, or omits to state any material
     fact required to be stated herein or therein in order to
     make the statements contained herein or therein not
     misleading.

9.   Covenants.

                (a)       Covenant Not to Compete and Non-
     solicitation. In consideration of the execution and delivery
     of this Agreement by Buyer, and in consideration of, among
     other things, the delivery by Buyer of the Purchase Price to
     the Sellers, and as additional consideration therefor, each
     of the Sellers and Parent agree that during the Restricted
     Period (as defined below), neither of the Sellers, nor
     Parent, nor any entity or person controlled by either of the
     Sellers or Parent will, directly or indirectly (including,
     but not limited to, as a partner, shareholder, director,
     officer or employee of, or lender or consultant to, any
     other person or entity, or in any other capacity), unless
     first authorized in writing by Buyer, which authorization
     may be withheld in the sole and absolute discretion of
     Buyer:

               (i)  within, into or from the Restricted Territory
          (as defined below) engage or cause others to engage in
          the Business, or any aspect thereof in competition with
          Buyer, its subsidiaries or affiliates,

               (ii) solicit in respect of the Business, any
          person or entity that is or was within the twelve (12)
          months preceding the date of this Agreement a customer,
          supplier and/or patient of Sellers and/or Parent,

               (iii) solicit in respect of the Business, any
          person or other entity that becomes a customer,
          supplier, and/or patient of Buyer or any of its
          affiliates during the Restricted Period, or

               (iv) solicit, take away, hire, employ or endeavor
          to solicit, employ or hire any person who is an
          employee of Buyer, any affiliate of Buyer or the
          Business.

     For purposes of this Agreement, the term "Restricted Period"
     shall mean the period ending three (3) years from the date
     hereof. For purposes of this Agreement, the term "Restricted
     Territory" shall mean the State of Texas and the State of
     Florida.  If either of the Sellers or Parent violates any
     obligation under this Section 9(a), then the Restricted
     Period hereunder shall be extended by the period of time
     equal to that period beginning when the activities
     constituting such violation commenced and ending when the
     activities constituting such violation terminated.

        (b)    Right of First Refusal.  Notwithstanding the
     foregoing, in the event any of the Sellers or Parent become
     involved in the negotiations with, or begin to negotiate

                             Page 22

     <PAGE>

     with, a third party to purchase the assets and/or stock of
     such third party that includes products, assets and/or
     services similar in nature to those included within the
     definition of Business contained herein, then the Sellers
     and/or Parent, as applicable, shall give Buyer notice of
     such negotiations within five (5) days of the commencement
     date of such negotiations and give Buyer or, in Buyer's sole
     discretion, an affiliate of Buyer the ability to participate
     in such negotiations and/or transaction, with respect to
     those products, assets and/or services similar in nature to
     the Business and/or the Purchased Assets.  If Buyer or such
     affiliate elects to participate in the negotiations and/or
     transactions, it shall notify the Sellers and/or Parent of
     such fact in writing, and Buyer and/or its affiliate, on the
     one hand, and the Sellers and/or Parent, on the other hand,
     shall proceed in good faith with such negotiations and/or
     transactions.  In the event that Buyer elects not to
     participate or elects to participate, but fails to reach an
     agreement with the proposed seller of such products, assets
     and/or services, then the Sellers and/or Parent can enter
     into such transaction with the proposed seller without being
     in violation of Section 9(a)(i) of this Agreement.

          (c)  Confidentiality. From and after the Closing Date,
     neither of the Sellers nor Parent shall, without the prior
     written consent of Buyer, which consent may be given or
     withheld in the sole discretion of Buyer, communicate or
     divulge to, or use for the benefit of, any person, firm, or
     corporation other than Buyer and/or its affiliates any
     Confidential Information (defined below) of each of the
     Sellers or related to or included within the meaning of the
     Purchased Assets or the Business of each of the Sellers.
     The term "Confidential Information" shall mean all of the
     confidential and proprietary information of each of the
     Sellers or related to or included within the meaning of the
     Business or related to each of the Seller's customers and/or
     patients, existing as of the date hereof or created in the
     future, including, but not limited to, all information
     relating to the financial condition, results of operations,
     business, properties, assets, liabilities or future
     prospects of each of the Sellers and/or their respective
     Businesses or any customer, supplier or patient of each of
     the Sellers and the Business, including, but not limited to,
     special arrangements regarding pricing of products or
     services, including pricing by customer and price protection
     agreements, each of the Seller's and the Business' major
     customers and/or patients, customer and/or patient lists,
     sales and profit information for the Business with respect
     to each service within the service lines, any trade secrets,
     including, but not limited to, information concerning
     products, developments, new product plans, inventions,
     discoveries, ideas, designs, computer programs, methods,
     research, procurement and sales activities and procedures,
     promotion and pricing techniques and credit and financial
     data concerning customers and/or patients of each of the
     Sellers' or the Business, as well as information relating to
     the management, operation or planning of each of the
     Seller's Business, and technical proprietary information and
     any other intangible assets, whether communicated orally,
     electronically, in writing or in any other tangible media.
     This Section 9(c) shall not apply to information that (i)
     is, was, or becomes generally known or available to the
     public or the industry other than as a result of a
     disclosure in violation of this Agreement, (ii) is
     independently developed by the Seller or the Parent after
     the date hereof, as shown by credible evidence, (iii) is
     required to be disclosed by law; or (iv) entered the public
     domain subsequent to the time

                             Page 23

 <PAGE>

     it was communicated to the Sellers and/or Parent by Buyer
     through no fault of the Sellers or Parent.  Each of the
     Sellers and Parent shall advise Buyer of any request,
     including a subpoena or similar legal inquiry, to disclose
     by law any such confidential information prior to disclosing
     such information, such that Buyer can seek appropriate legal
     relief.

         (d)  Non-Interference; Non-Disparagement.  Each of the
     Sellers and Parent agree that they will not, at any time,
     directly or indirectly, together or separately, take any
     action that interferes with any relationship between the
     Sellers or their respective Business and any other person or
     entity.  Each of the Sellers and Parent agree that they will
     not, at any time, directly or indirectly, together or
     separately, do anything that might result in the
     disparagement to the name of each of the Sellers or the
     Business or Buyer or the name or reputation of the products
     and services sold, distributed and/or provided by the
     Business or Buyer.

        (e)    Reasonableness and Remedies. Each of the Sellers
     and Parent specifically acknowledge that (i) Buyer, in its
     own capacity or through one or more of its affiliates,
     currently operates, or will operate following the date
     hereof, in the Restricted Territory; (ii) Buyer, in its own
     capacity or through one or more of its affiliates, plans to
     further expand their operations in the Business within and
     throughout the Restricted Territory; (iii) the geographic
     regions contained in Section 9(a) hereof, and the length of
     time restrictions contained in Section 9(a) hereof are each
     necessary and reasonable and were negotiated between the
     Sellers, Parent and Buyer; and (iv) the provisions of
     Sections 9(a), 9(b), 9(c)  and 9(d) are integral to the
     transactions contemplated by this Agreement, and Buyer would
     not consummate such transactions without such provisions.
     Each of the Sellers and Parent hereby acknowledge and agree
     that the restrictions set forth in this Agreement are
     reasonable and necessary, and that any violation thereof
     would result in substantial and irreparable injury to Buyer
     and its affiliates, and neither Buyer nor its affiliates
     will have an adequate remedy at law with respect to any such
     violation.  Accordingly, each of the Sellers and Parent
     agree that, in the event of any actual or threatened
     violation thereof, Buyer and each of its affiliates shall
     have the right and privilege to obtain, without the
     necessity of posting bond therefor or demonstrating
     irreparable injury, and in addition to any other remedies
     that may be available, equitable relief, including temporary
     and permanent injunctive relief, to cease or prevent any
     actual or threatened violation of any provision hereof.
     Further, in the event of a breach by either of the Sellers
     or Parent of any of the provisions of this Agreement, Buyer
     and each of its affiliates shall be entitled to an
     accounting and repayment of all profits, compensation,
     commissions, remunerations or other benefits that either of
     the Sellers, Parent or any of them, directly or indirectly,
     have realized and/or may realize as a result of, arising out
     of or in connection with any such breach.

        (f)    Payment of Creditors. Within ninety (90) days of
     the Closing Date, each of the Sellers shall pay off entirely
     all of their respective creditors, except with respect to
     the Assumed Liabilities.  In the event Buyer receives notice
     from any of Sellers' creditors that any debt not an Assumed
     Liability has not been paid off subsequent to the ninety
     (90) day period stated herein, Purchaser will notify the
     appropriate Seller and the Parent

                             Page 24

<PAGE>

     in writing, with sufficient detail as to the name of the
     Creditor and the amount due, and Seller and/or Parent will
     pay said creditor any amounts properly due and owing with
     five (5) business days of its receipt of said notice.
     Notwithstanding anything to the contrary contained herein,
     the Liability owing to Paragon Scientific Corporation shall
     not be subject to the payment terms contained herein,
     provided that the Sellers are actively pursuing a settlement
     with Paragon Scientific Corporation.

        (g)    Use of Name. On the Closing Date, each of the
     Sellers and Parent shall execute such documents and
     resolutions as are necessary to change each of the Seller's
     respective names to names which are not deceptively similar
     to any names used by the Sellers prior to the Closing Date
     (excluding the name "Amedisys," which Parent shall retain
     for all purposes) and, within ninety (90) days thereafter,
     each of the Sellers shall deliver to Buyer a copy of the
     amendment to each of the Seller's Articles of Incorporation
     reflecting each such change of name and certified by the
     Secretary of the State of the State of Texas and/or the
     State of Louisiana, as the case may be.  Further, each of
     the Sellers shall, within five (5) days following the
     Closing, execute and file with the Secretary of State of the
     State of Texas and/or Louisiana and/or such other
     appropriate authorities, such documents and/or instruments
     necessary to abandon PRN's use of the assumed name "Amedisys
     Alternative-Site Infusion Therapy."  Each of the Sellers and
     Parent further agree not to operate any future or present
     business activity under the assumed names "Home IV Therapy,"
     and "Amedisys Alternative-Site Infusion Therapy."
     Notwithstanding the foregoing, Seller and/or Parent shall
     have the ability to use the names of their entities for a
     period of ninety (90) days after Closing solely for purposes
     of collecting any moneys owed to either of the Sellers or
     Parent as a result of transactions incurred prior to and
     related solely to the period prior to the Closing Date.

        (h)    Inspection of Records.  Each of the Sellers and
     Parent shall make it books and records applicable to its day-
     to-day operations (including work papers in the possession
     of their accountants), and with respect to Parent, only
     those books and records relating to the Business or the
     Purchased Assets available for inspection by Buyer, or by
     Buyer's authorized representatives, for reasonable business
     purposes at all reasonable times during normal business
     hours, for a period of five (5) years after the Closing. As
     used in this Section 11(h), the right of inspection shall
     include the right to make extracts or copies at Buyer's
     expense.

        (i)   Additional Covenants Regarding Closing.  With
     respect to the period from the Effective Date through and
     continuing until the Closing Date, each of the Sellers and
     the Parent represents and warrants that, except to the
     extent that Buyer has consented in writing prior to the
     Closing Date:

                      (i)  Ordinary Course.  Each of the Sellers
            have carried on their respective Business in the
            usual, regular and ordinary course consistent with
            past practice and used their best efforts to
            preserve intact their present business
            organizations, and kept available, consistent with
            past practice, the services of the Employees and
            preserved the relationships with customers,

                             Page 25

<PAGE>

                   suppliers and others having business dealings
            with the Business, it being understood, however,
            that the failure or refusal of any Employee to
            remain an employee of any of the Sellers during such
            period shall not constitute a breach of this
            representation and warranty covenant.  Without
            limiting the generality of the foregoing, the
            Sellers and Parent have not permitted  the Business
            to incur any indebtedness for borrowed money that
            would constitute an Assumed Liability.

                      (ii) Changes to Benefit Plans.  Each of
            the Sellers have not (aa) entered into, adopted,
            amended (except as may be required by law) or
            terminated any Benefit Plan and Benefit Agreement or
            any agreement, arrangement, plan or policy between
            any of the Sellers and one or more of their
            respective Employees, or (bb) except for normal
            increases in the ordinary course of business
            consistent with past practice, increased in any
            manner the compensation or fringe benefits of any
            Employee or paid any benefit to any Employee or
            required by any plan or arrangement in effect as of
            the Effective Date or entered into any contract,
            agreement, commitment or arrangement to do any of
            the foregoing.

                (iii)     Sale of Purchased Assets.  Each of
            the Sellers have not sold, leased exchanged,
            mortgaged, pledged, transferred or otherwise
            disposed of, or, agreed to sell, lease, exchange,
            mortgage, pledge, transfer or otherwise dispose of,
            any of the Purchased Assets, except in each case for
            dispositions of inventory in the ordinary course of
            business and consistent with past practice.

10.  Survival.  The representations, warranties, covenants and
indemnifications set forth herein shall survive the execution and
delivery of this Agreement and all of the agreements contemplated
by this Agreement. The representations, warranties, covenants and
indemnifications contained herein shall not be affected by any
investigation, verification, approval or subsequent notice made
by or on behalf of any party hereto. No specific representation
or warranty shall limit the generality or applicability of a more
general representation or warranty.

11.  Indemnification by Sellers and Parent; Offset; Third-Party
Claims.

          (a)  Indemnification by Sellers and Parent.  Each of
     the Sellers and Parent, jointly and severally, covenant and
     agree to defend, indemnify and hold harmless Buyer, any
     parent, subsidiary or affiliate of Buyer, and their
     respective officers, directors, stockholders, partners,
     employees, agents, representatives, successors and assignees
     (collectively, the "Buyer Indemnified Group"), from and
     against any and all damages (including any penalty or
     punitive damages), losses, liabilities, fines, penalties,
     claims, actions, proceedings, obligations, amounts paid in
     settlement, costs and expenses (including, but not limited
     to, reasonable counsel fees and costs and expenses incurred
     in the investigation, defense or settlement of any claim
     covered by this indemnity, but excluding any Assumed
     Liability) (collectively, the "Buyer Losses"), as and when

                             Page 26

<PAGE>

     incurred or suffered by any member of Buyer Indemnified
     Group, by reason of, with respect to or arising out of the
     following:

          (i)  any breach of, or any inaccuracy in, any
          representation or warranty of any Seller, Parent and/or
          any of the Named Individuals contained herein or in any
          document or instrument executed and delivered pursuant
          hereto or thereto, including any Operative Document
          (including, without limitation, the Non-Competition,
          Non-Solicitation and Confidentiality Agreements);

          (ii) the non-performance of any covenant or obligation
          to be performed by any Seller, Parent and/or any of the
          Named Individuals contained herein or in any document
          or instrument executed and delivered pursuant hereto or
          thereto, including any Operative Document (including,
          without limitation, the Non-Competition, Non-
          Solicitation and Confidentiality Agreements);

          (iii)     any Liability of any Seller of any nature,
          presently existing or arising out of any state of facts
          existing on or prior to the Closing Date, or arising
          after the Closing Date in connection herewith or
          arising out of the conduct of the Business or any use
          or ownership of any of the Purchased Assets on or prior
          to the Closing Date;

          (iv) any Liability of any nature, presently existing or
          arising out of any pending or threatened litigation,
          claims, investigations, inquiries, regulatory audits or
          assessments, HCFA investigations or inquiries, or
          similar proceedings against any Seller, Parent and/or
          their respective directors, officers, shareholders,
          employees, agents or representatives, as well as any
          future litigation, claims, investigations, inquiries,
          regulatory audits or assessments, or other similar
          proceedings against any Seller, Parent and/or their
          respective directors, officers, shareholders,
          employees, agents or representatives;

          (v)  any Liability arising from any employment
          relationship or for any salary or other compensation or
          benefits attributable to service or employment with any
          Seller or Parent or any of their respective affiliates
          (including any employee benefit plan, all Liabilities
          under the Occupational Safety and Health Act ("OSHA"),
          any Liabilities under ERISA or the Code, and any
          Liabilities to any governmental body or authority or
          related to any failure to comply with applicable law,
          regulations, etc. in each case arising from facts or
          circumstances existing on or prior to the Closing Date;

          (vi) any Excluded Liability, including, without
          limitation, any Tax Liabilities;

          (vii)     the Excluded Assets;

          (viii)    any demand, inquiry, investigation,
          proceeding, action or cause of action, environmental
          assessment and/or remediation expenses that any member
          of Buyer Indemnified Group may suffer or incur by
          reason of:

                             Page 27

          <PAGE>

                    (A)  any generation, transportation, storage,
               treatment or disposal of industrial, toxic or
               hazardous substances or solid or hazardous wastes
               by, for the account, or for the benefit of any
               Seller or Parent, occurring on or prior to the
               Closing Date, including, but not limited to, any
               waste or other disposal activities or discharges
               that occurred at a facility on which any portion
               of any Seller's or Parent's or its or their
               respective predecessors' business was conducted,
               any waste or other disposal activities or
               discharges that occurred off of any such facility
               with regard to wastes and other substances
               generated at or on any such facility, and any
               waste or other disposal activities or discharges
               that occurred on real estate owned, leased or used
               by any Seller or Parent or its or their respective
               predecessors at any time whether or not any Seller
               or its or their respective predecessor owned or
               leased such real estate at the time such waste or
               other disposal activities or discharges were
               engaged in, and whether or not any such Seller or
               Parent performed such waste or other disposal
               activities or discharges;

                    (B)    any spills, discharges, leaks, emissions,
               injections, escapes, dumpings, or any releases or threatened
               releases as defined now or in the future under the Comprehensive
               Environmental Response, Compensation, and Liability Act of 1980,
               as amended or reauthorized from time to time, or any other
               similar federal, state or local laws, statutes, rules or
               regulations occurring on or prior to the Closing Date, including,
               but not limited to, both those releases or incidents involving
               potential or actual environmental contamination which required
               notification or reporting to appropriate federal, state or local
               officials or agencies, or clean-up or remedial activities and
               those releases or incidents which occurred prior to the effective
               date of any requirements imposing such notification or reporting
               obligations or clean-up or remedial activities, but which would
               have been subject to such obligations if they had occurred
               subsequent to the effective date of such requirements;

                    (C)   any discharges by, on behalf of, or for the
               benefit of any Seller or Parent, to surface waters or ground
               waters;

                    (D)    any air emissions by, on behalf of, or for
               the benefit of any Seller or Parent;

                    (E)    the exposure of and resulting consequences
               to any persons, including, but not limited to, employees of any
               Seller or Parent, to any mineral, chemical or industrial
               product, raw material intermediate, by-product or waste, or
               substance created, generated, processed, handled or
               originating at a facility at which any Seller or Parent (or
               any of its or their respective predecessors) conducted
               business prior to the Closing Date, or

                               Page 28

<PAGE>

                         otherwise used by any Seller or Parent
               (or any of its or their respective predecessors)
               in the conduct of its business;

                    (F)            any violations by any Seller or Parent of any
               federal, state or local (i) environmental laws, regulations,
               etc., or (ii) occupational or employee health and safety laws,
               regulations, etc.;

                    (G)            any and all actions, failures to act and
               negligence by any Seller, Parent or anyone acting for, or on
               behalf of, any Seller or Parent in monitoring, maintaining and
               upkeep of on-site storage, treatment and disposal facilities;

                    (H)            any use, removal, maintenance or monitoring
               of storage tanks by any Seller or Parent, or anyone acting for,
               or on behalf of, any Seller or Parent; or

                    (I)            any violations, fees, obligations or failure
               by any Seller or Parent, or anyone acting for, or on behalf of,
               any Seller or Parent to comply with any and all environmental and
               operational permit requirements.

          (b)            Offset.  In addition to Buyer's other rights under
     this Agreement, or at law or in equity, Buyer shall be entitled
     to offset against any sums now or at any time hereafter due and
     owing to any Seller or Parent, any amounts due by either Seller
     or Parent to Buyer as a result of this Agreement or otherwise,
     whether arising out of an obligation for indemnification pursuant
     to this Section 11 or otherwise.

          (c)            Third-Party Claims. Promptly upon receipt of
     notice of any claim, demand or assessment or the commencement of
     any suit, action or proceeding with respect to which indemnity
     may be sought pursuant to this Section 11, Buyer or the
     appropriate member of Buyer Indemnified Group shall notify in
     writing, if possible, within sufficient time to respond to such
     claim or answer or otherwise plea in such action, the party(ies)
     from whom indemnification is sought (individually or
     collectively, as applicable, the "Seller Group-Indemnitor").  In
     case any claim, demand or assessment shall be asserted, or suit,
     action or proceeding is commenced against any member of Buyer
     Indemnified Group, the Seller Group-Indemnitor shall be entitled,
     at the Seller Group-Indemnitor's expense, to participate therein,
     and, to the extent that it or they may desire, to assume the
     defense, conduct or settlement thereof, at its or their own
     expense, with counsel satisfactory to Buyer (whose consent to the
     selection of counsel shall not be unreasonably withheld or
     delayed), provided that the Seller Group-Indemnitor confirms to
     Buyer and the member of Buyer Indemnified Group, within five (5)
     days of receiving notice from the member of Buyer Indemnified
     Group, that it is a claim to which the rights of indemnification
     apply with respect to the applicable member of Buyer Indemnified
     Group.  The Seller Group-Indemnitor shall have the right to
     settle or compromise monetary claims; however, as to any other
     claim, the Seller Group-Indemnitor shall first

                               Page 29

<PAGE>

               obtain the prior written consent from the member
     of Buyer Indemnified Group, which consent shall be exercised
     in the member of Buyer Indemnified Group's sole discretion.
     After notice from the Seller Group-Indemnitor to Buyer and
     the appropriate member of Buyer Indemnified Group of the
     Seller Group-Indemnitor's intent to so assume the defense,
     conduct, settlement or compromise of such action, the Seller
     Group-Indemnitor shall not be liable to the member of Buyer
     Indemnified Group for any legal or other expenses
     (including, without limitation, settlement costs)
     subsequently incurred by the member of Buyer Indemnified
     Group in connection with the defense, conduct or settlement
     of such action by the member of Buyer Indemnified Group
     while the Seller Group-Indemnitor is diligently defending,
     conducting, settling or compromising such action. The Seller
     Group-Indemnitor shall keep Buyer and the applicable member
     of Buyer Indemnified Group apprised of the status of the
     suit, action or proceeding and shall make the Seller Group-
     Indemnitor's counsel available to Buyer and the member of
     Buyer Indemnified Group, at the Seller Group-Indemnitor's
     expense, upon the request of Buyer and/or the member of
     Buyer Indemnified Group.  Buyer  and Buyer Indemnified Group
     shall cooperate with the Seller Group-Indemnitor in
     connection with any such claim and shall make personnel,
     books and records and other information relevant to the
     claim available to the Seller Group-Indemnitor to the extent
     that such personnel, books and records and other information
     are in the possession and/or control of Buyer or the member
     of Buyer Indemnified Group.  If the Seller Group-Indemnitor
     decides not to participate or does not respond within five
     (5) days of receiving notice from the member of Buyer
     Indemnified Group, then the member of Buyer Indemnified
     Group shall be entitled, at the Seller Group-Indemnitor's
     expense, to defend, conduct, settle or compromise such
     matter with counsel selected by the member of Buyer
     Indemnified Group.

          (d)      Manner of Indemnification.  All indemnification
     pursuant to this Section 11 shall be effected upon demand by
     Buyer or another appropriate member of Buyer Indemnified Group
     for payment by the Seller Group-Indemnitor to the appropriate
     member of Buyer Indemnified Group in the appropriate amount and
     by delivery of cash or a certified or cashier's check in such
     amount; and thereafter, to the extent that it is ultimately
     determined or agreed that a member of Buyer Indemnified Group is
     entitled to indemnification amounts under this Agreement, such
     amounts shall accrue interest at the rate equal to the lesser of
     twelve percent (12%) per annum or the maximum interest rate
     allowed by law, from the date of notice by the member of Buyer
     Indemnified Group to the Seller Group-Indemnitor of a claim
     pursuant to this Section 11.

                             Page 30

     <PAGE>

     12.  Indemnification by Buyer.

          (a)  Indemnification by Buyer.  Buyer covenants and
     agrees to defend, indemnify and hold harmless Seller, any
     parent, subsidiary or affiliate of the Seller, and their
     respective officers, directors, stockholders, partners,
     employees, agents, representatives, successors and
     assignees, but excluding any party included within the Buyer
     Indemnified Group (collectively, the "Seller Indemnified
     Group"), from and against any and all damages (including any
     penalty or punitive damages), losses, fines, penalties,
     claims, actions, proceedings, obligations, amounts paid in
     settlement, costs and expenses (including, but not limited
     to, reasonable counsel fees and costs and expenses incurred
     in the investigation, defense or settlement of any claim
     covered by this indemnity) (collectively, the "Seller/Parent
     Losses"), as and when incurred or suffered by any member of
     the Seller Indemnified Group, relating to the Business and
     the Purchased Assets as the direct result of actions taken
     solely by Buyer after the Closing Date.

          (b)            Offset.  In addition to any Seller's and/or
     Parent's other rights under this Agreement, or at law or in
     equity, any Seller and/or Parent shall be entitled to offset
     against any sums, now or at any time hereafter due and owing to
     Buyer, the amount of any liabilities owing by Buyer to any Seller
     and/or Parent under this Agreement, whether arising out of an
     obligation for indemnification pursuant to this Section 12 or
     otherwise.

          (c)            Third-Party Claims. Promptly upon receipt of
     notice of any claim, demand or assessment or the commencement of
     any suit, action or proceeding with respect to which indemnity
     may be sought pursuant to this Section 12, any Seller or Parent
     or the appropriate member of the Seller Indemnified Group shall
     notify in writing, if possible, within sufficient time to respond
     to such claim or answer or otherwise plea in such action, the
     party(ies) from whom indemnification is sought (individually or
     collectively, as applicable, the "Buyer Group-Indemnitor").  In
     case any claim, demand or assessment shall be asserted, or suit,
     action or proceeding is commenced against any member of the
     Seller Indemnified Group, the Buyer Group-Indemnitor shall be
     entitled, at the Buyer Group-Indemnitor's expense, to participate
     therein, and, to the extent that it or they may desire, to assume
     the defense, conduct or settlement thereof, at its or their own
     expense, with counsel satisfactory to any Seller and/or Parent
     (whose consent to the selection of counsel shall not be
     unreasonably withheld or delayed), provided that the Buyer Group-
     Indemnitor confirms to Seller and/or Parent, as applicable,  and
     the member of the Seller Indemnified Group, within five (5) days
     of receiving notice from the member of the Seller Indemnified
     Group, that it is a claim to which the rights of indemnification
     apply with respect to the applicable member of the Seller
     Indemnified Group.  The Buyer Group-Indemnitor shall have the
     right to settle or compromise monetary claims; however, as to any
     other claim, the Buyer Group-Indemnitor shall first obtain the
     prior written consent from the member of the Seller Indemnified
     Group, which consent shall be exercised in the member of the
     Seller Indemnified Group's sole discretion. After notice from the
     Buyer Group-Indemnitor to any Seller and/or Parent and the
     appropriate member of the Seller Indemnified Group of the Buyer
     Group-Indemnitor's intent to so assume the defense, conduct,
     settlement or compromise of such

                               Page 31

<PAGE>

               action, the Buyer Group-Indemnitor shall not be
     liable to the member of the Seller Indemnified Group for any
     legal or other expenses (including, without limitation,
     settlement costs) subsequently incurred by the member of the
     Seller Indemnified Group in connection with the defense,
     conduct or settlement of such action by the member of the
     Seller Indemnified Group while the Buyer Group-Indemnitor is
     diligently defending, conducting, settling or compromising
     such action. The Buyer Group-Indemnitor shall keep the
     Seller and/or Parent and the applicable member of the Seller
     Indemnified Group apprised of the status of the suit, action
     or proceeding and shall make the Buyer Group-Indemnitor's
     counsel available to the Seller and/or Parent and the member
     of the Seller Indemnified Group, at the Buyer Group-
     Indemnitor's expense, upon the request of the Seller and/or
     the member of the Seller Indemnified Group.  Seller and the
     Seller Indemnified Group shall cooperate with the Buyer
     Group-Indemnitor in connection with any such claim and shall
     make personnel, books and records and other information
     relevant to the claim available to the Buyer Group-
     Indemnitor to the extent that such personnel, books and
     records and other information are in the possession and/or
     control of the Seller or the member of the Seller
     Indemnified Group.  If the Buyer Group-Indemnitor decides
     not to participate or does not respond within five (5) days
     of receiving notice from the member of the Seller
     Indemnified Group, then the member of the Seller Indemnified
     Group shall be entitled, at the Buyer Group-Indemnitor's
     expense, to defend, conduct, settle or compromise such
     matter with counsel selected by the member of the Seller
     Indemnified Group.

          (d)        Manner of Indemnification.  All indemnification
     hereunder shall be effected upon demand by the Seller or another
     appropriate member of the Seller Indemnified Group for payment by
     the Buyer Group-Indemnitor to the appropriate member of the
     Seller Indemnified Group in the appropriate amount and by
     delivery of cash or a certified or cashier's check in such
     amount; and thereafter, to the extent that it is ultimately
     determined or agreed that a member of the Seller Indemnified
     Group is entitled to indemnification amounts under this
     Agreement, such amounts shall accrue interest at the rate equal
     to the lesser of twelve percent (12%) per annum or the maximum
     interest rate allowed by law, from the date of notice by the
     member of the Seller Indemnified Group to the Buyer Group-
     Indemnitor of a claim pursuant to this Section 12.

     13.  Parent's Guarantee of Obligations.

          (a)  Parent hereby unconditionally guarantees the full,
     prompt and complete performance by each Seller of each and
     every obligation of each such Seller arising out of and/or
     pursuant to this Agreement and/or any of the Operative
     Documents.

          (b) Parent hereby expressly waives any right to
     require Buyer to:

               (i)  proceed against any Seller; or

              (ii) pursue any other remedy in Buyer's power.

                             Page 32

<PAGE>

          (c)  Parent also expressly waives any defense arising
     by reason of any disability or other defense of any Seller
     or by reason of the cessation of or from any cause
     whatsoever (other than full performance by any such Seller)
     of the liability of any such Seller for all or any part of
     the obligations hereunder.  Each Seller waives due
     diligence, presentment, notice of default, demand for
     performance or payment, notice of non-performance, protest,
     notice of dishonor and notice of acceptance of the
     provisions of this Section 13, and all rights and privileges
     that Parent might otherwise have to require Buyer to pursue
     any other remedy available to it in any particular manner or
     order.

          (d)  Parent agrees that the provisions of this
     Section 13 shall apply to and be binding upon Parent and
     Parent's successors, legal representatives and permitted
     assigns. The provisions of this Section 13 shall inure to
     the benefit of Buyer and its successors and assigns.

          (e)  No delay or failure of Buyer, in exercising any
     right hereunder shall affect that right nor shall any single
     or partial exercise of any right hereunder preclude further
     exercise thereof.

14.  Bill of Sale; Assumption of Liabilities. This Agreement is
intended to also operate as a bill of sale and shall be evidence
of the transfer of the Purchased Assets as provided for herein
and the assumption by Buyer of the Assumed Liabilities, and such
transfer and assumption is made based in substantial part on the
representations and warranties and obligations provided for
herein.

15.  EXPENSES; BROKERS.

      (a)  Each of the parties hereto shall pay its own legal,
      accounting and other expenses incurred in connection
      herewith and the transactions contemplated hereby.

      (b)  Except for any payments and/or obligations owing to
     Dillon Gage, Incorporated, by Buyer, each of the parties
     hereto represents and warrants that no finder, broker or
     other person is entitled to any commission, fee or other
     compensation in connection with any of the transactions
     contemplated by this Agreement.

                             Page 33

<PAGE>

16.  Severable Provisions. If any provision of this Agreement is
held to be illegal, invalid or unenforceable under any present or
future law, and if the rights or obligations of the parties under
this Agreement would not be materially and adversely affected
thereby, such provision shall be fully separable, and this
Agreement shall be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part
thereof, the remaining provisions of this Agreement shall remain
in full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by its severance
therefrom, and in lieu of such illegal, invalid or unenforceable
provision, there shall be added automatically as a part of this
Agreement, a legal, valid and enforceable provision as similar in
terms to such illegal, invalid or unenforceable provision as may
be possible, and the parties hereto request the court or any
arbitrator to whom disputes relating to this Agreement are
submitted to reform the otherwise illegal, invalid or
unenforceable provision in accordance with this Section 16.

17.  Enforceability.  In the event of a breach or threatened
breach by any Seller or Parent of any representation, warranty or
covenant herein, Buyer shall be entitled to obtain, without the
necessity of posting any bond therefor, an order for specific
performance requiring any Seller and/or Parent to fully, promptly
and completely perform any of its and/or their respective
obligations hereunder. The remedies provided in this Section 17
shall be in addition to and not in lieu of any other remedies of
Buyer at law or in equity, which remedies shall be cumulative,
including specifically the recovery of damages.  Venue for any
such action under this Section 17 shall be solely in the state or
federal courts located in Dallas County, Texas.

18.  Arbitration. Except to the extent permitted by Section 17,
all disputes between the parties relating to this Agreement shall
be resolved as follows:

          (a)            If the parties are unable to resolve any
     controversy, dispute or claim arising out of, or relating to,
     this Agreement (any such controversy, claim or dispute, a
     "Dispute") on or before the 30th day following the receipt by the
     parties of written notice of such Dispute from the other party or
     parties (the "Initial Dispute Period") (which notice describes in
     reasonable detail the nature of the Dispute and the facts and
     circumstances relating thereto), any one or more of the parties
     may cause such Dispute to be settled by final and binding
     arbitration in Dallas, Texas, by filing a written demand for
     arbitration with the American Arbitration Association, with a
     copy to the other party or parties, by submitting such Dispute
     for arbitration within thirty (30) days following the expiration
     of the Initial Dispute Period.  Except as herein stated, the
     arbitration will be conducted in accordance with the provisions
     of the Commercial Arbitration Rules of American Arbitration
     Association in effect at the time of filing of the demand for
     arbitration; provided that the parties agree that each party to
     the Dispute shall have discovery to the same extent as provided
     under the Federal Rules of Civil Procedure.  The arbitrator or
     arbitrators shall be required to follow the applicable law as set
     forth in the governing law section of this Agreement.

          (b)            Buyer, on the one hand, and the Sellers and/or
     Parent, on the other hand, will appoint, within fifteen (15) days
     after receipt of notice of arbitration from the noticing party,
     one person as its or their respective representative to hear and
     determine

                               Page 34

<PAGE>

               the Dispute.  The two persons so chosen will
     select a third impartial arbitrator, and their majority
     decision will be final and conclusive upon the parties
     hereto.  If either Buyer, on the one hand, or the Sellers
     and Parent, on the other hand, fails to designate its
     arbitrator within fifteen (15) days after the notice
     provided for herein, then the arbitrator designated by the
     one will act as the sole arbitrator and will be deemed to be
     the single, mutually approved arbitrator to resolve the
     controversy.  In the event the parties are unable to agree
     upon a rate of compensation for the arbitrators, they will
     be compensated for their services at a rate to be determined
     by the American Arbitration Association.

          (c)            This agreement to arbitrate shall be specifically
     enforceable against the parties by any court of competent
     jurisdiction, and may be challenged only upon the grounds
     provided in Section 10 to the United States Arbitration Act, 9
     U.S.C. Sec. 10.  Application may also be made to such court to
     confirm, modify or vacate any decision or award of the
     arbitrators, for an order of enforcement and for any other
     remedies, including equitable remedies, which may be necessary to
     effectuate such decision or award.  All the parties hereto hereby
     consent to the jurisdiction of the arbitrators and of such court
     and waive any objection to the jurisdiction of such arbitrator
     and such court.

          (d)            One or more of the parties to any arbitration
     proceeding commenced hereunder shall be entitled, as a part of
     the arbitration award, to petition the arbitrators to award the
     costs and expenses (including reasonable attorneys' fees and
     interest from the date due until paid at the maximum rate
     allowable by law on any award) of investigating, preparing and
     pursuing an arbitration claim as such costs and expenses are
     determined by the arbitrators.

          (e)            Buyer, on the one hand, and the Sellers and
     Parent, on the other hand, shall each deposit one half of all
     estimated fees and expenses of the arbitration proceeding with
     the American Arbitration Association within fourteen (14) days
     after a Dispute has been submitted to arbitration.

          (f)            THE ARBITRATOR OR ARBITRATORS SHALL BE EMPOWERED
     TO AWARD DAMAGES IN EXCESS OF COMPENSATORY DAMAGES (WHICH
     COMPENSATORY DAMAGES INCLUDE REASONABLE ATTORNEYS FEES AND EXPERT
     WITNESS FEES)

          (g)            The arbitrators will, upon the request of any
     party, issue a written opinion of their findings of fact and
     conclusions of law.

          (h)            Upon receipt by the requesting party of said
     written opinion, said party will have the right within twenty
     (20) days thereof to file with the arbitrators a motion to
     reconsider, and the arbitrators thereupon will reconsider the
     issues raised by said motion and either confirm or change their
     majority decision which will then be final and conclusive upon
     both parties hereto.  The costs of such a motion of
     reconsideration and written opinion of the arbitrators will be
     borne by the moving party.

                             Page 35

<PAGE>

     19.  Governing Law. THIS AGREEMENT WILL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF TEXAS, REGARDLESS OF ANY CONFLICT OF LAW RULES TO THE
CONTRARY.  EXCEPT WITH RESPECT TO THE MATTERS SUBJECT TO
ARBITRATION, EACH OF THE PARTIES HEREBY CONSENTS TO THE SERVICE
OF PROCESS IN ANY SUCH ACTION OR LEGAL PROCEEDING BY MEANS OF
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, IN CARE
OF THE APPLICABLE ADDRESS SET FORTH IN SECTION 28 HEREOF.

     20.  Definition of Knowledge.  As used herein, "know" or
"knowledge" shall mean such person's awareness or knowledge of
facts or other information related to the matter or issue at hand
to the extent that facts or circumstances exist that would cause
a reasonable person to know of a condition or event, and with the
further understanding that such person has made reasonable
investigation to determine if such facts or circumstances exist.

     21.  Entire Agreement. This Agreement and the exhibits and
schedules attached hereto constitute the entire agreement among
the parties with respect to the purchase and sale of the
Purchased Assets and the other matters referenced herein. This
Agreement, therefore, supersedes any and all prior agreements,
arrangements, communications, and representations, whether oral
or written, among the parties, or any of them, relating to the
subject matters hereof, including the Letter of Intent between
the parties dated June 29, 2000.

     22.  Construction. The parties hereto acknowledge that each
party was represented by legal counsel, or had the opportunity to
obtain legal counsel, in connection with this Agreement and that
each party and each party's counsel, as applicable, have reviewed
and revised this Agreement, or have had an opportunity to do so,
and that any rule of construction to the effect that ambiguities
are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement and the
Operative Documents.

     23.  Further Assurances. Each party hereto agrees to do all
acts and things and to make, execute, and deliver such written
instruments as shall from time to time be reasonably required to
further evidence the sale and transfer of the Purchased Assets,
and to carry out the terms and provisions of this Agreement.

     24.  Press Release or Public Statements.  Before either
party shall execute or administer a press release or public
announcement related to the consummation of the transaction
contemplated by this Agreement, the parties shall cooperate with
each other and shall furnish to the other party drafts of all
documents or proposed oral statements to the other party for
comment and shall not release any such information without the
written consent of the other party.  Nothing contained herein
shall prevent either party from furnishing any information to any
governmental authority if required to do so by law.

     25.  Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their
respective permitted assigns and successors. Notwithstanding any
provision hereof, Buyer may assign all or part of its rights
under this

                             Page 36

<PAGE>

Agreement to any of Buyer's direct or indirect subsidiaries or
affiliates or to a successor by merger, consolidation or other
business combination, and such assignee of Buyer shall thereafter
receive and enjoy all of the benefits of each Seller's and
Parent's obligations hereunder with respect to the rights so
assigned.

     26.  Amendment, Modification or Waiver. No amendment,
modification or waiver of any condition, provision or term of
this Agreement shall be valid or of any effect unless made in
writing, signed by the party or parties to be bound and
specifying with particularity the nature and extent of such
amendment, modification or waiver.

     27.  Headings.  Headings of the articles and sections of
this Agreement are for the convenience of the parties only and
shall be given no substantive or interpretive effect whatsoever.

     28.  Notices. Any notice or other communication required or
permitted to be given to any party pursuant to this Agreement
shall be in writing and shall be deemed to have been delivered:
(a) if mailed, three (3) days after deposited in the United
States mail, postage prepaid; (b) if telecopied, upon delivery;
(c) if hand-delivered, upon delivery against receipt or upon
refusal to accept the notice; or (d) if delivered by Federal
Express or other similar courier, one (1) day after deposited
with such courier, postage prepaid, in each case, addressed to
such party at the address set forth below:

     (i)  If to PRN, AASI and/or Parent:

          Amedisys, Inc.
          11100 Mead Road
          Baton Rouge, LA 70816
          Attention:  John Joffrion, Senior Vice President
          Telephone:     225.292.2031
          Facsimile:     225.295.9624

               With a copy to:
               --------------

          Amedisys, Inc.
          11100 Mead Road
          Baton Rouge, LA 70816
          Attention:  Mike Lutgring, Esq.
          Telephone:     225.292.2031
          Facsimile:     225.292.8163


                             Page 37

<PAGE>

     (iv) If to Buyer:

          Park Pharmacy Corporation
          10711 Preston Road, Suite 250
          Dallas, TX  75230
          Attn:     Thomas R. Baker, President and Chief
                    Executive Officer
          Telephone:     214.692.9921
          Facsimile:     214.692.9924

          With a copy to:
          --------------

          Bracewell & Patterson, LLP
          500 N. Akard, Suite 4000
          Dallas, TX  75201
          Attention:  Janice Z. Davis, Esq.
          Telephone: 214-758-1088
          Facsimile: 214-758-1010

          or to such other place as the respective addressee may
          have designated in a written notice to the other party
          as provided in this Section. Notices may be given by
          each party's respective legal counsel.

29.     Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original.

30.     Execution by Facsimile; Delivery of Original Signed
Agreement. This Agreement may be executed by facsimile, and shall
be deemed effectively executed upon the receipt by Buyer, Sellers
and Parent of the last page of this Agreement duly executed by
the other parties hereto. Each party to this Agreement agrees to
deliver four (4) original, inked and signed copies of this
Agreement within four (4) days of faxing the executed last page
hereof.

                    [Signature Page Follows]

                             Page 38

<PAGE>

     IN WITNESS WHEREOF, Buyer, Sellers and Parent have executed
and delivered this Agreement as of the day and year first above
written.

                              BUYER:
                              -----

                              PARK INFUSION SERVICES, LP, a Texas
                              limited partnership

                              By:  PARK OPERATING GP, LLC,
                                    a Texas limited liability
                                    company, its sole general
                                    partner

                                   By:/s/ Thomas R. Baker
                                      --------------------------
                                      Thomas R. Baker, President

                              SELLERS:
                              -------

                              AASI:
                              ----

                              AMEDISYS ALTERNATE-SITE INFUSION
                              THERAPY SERVICES, INC., a Louisiana
                              corporation


                              By:   /s/ Michael D. Lutgring
                                 --------------------------------
                              Name:    Michael D. Lutgring
                                   ------------------------------
                              Its:     Secretary
                                   ------------------------------

                              PRN:
                              ---

                              PRN, INC., a Texas corporation


                              By:  /s/ Michael D. Lutgring
                                 --------------------------------
                              Name:  Michael D. Lutgring
                                   ------------------------------
                              Title: Secretary
                                   ------------------------------

                              PARENT:
                              ------

                              AMEDISYS, INC., a Delaware
                              corporation


                              By:  /s/ Michael D. Lutgring
                                 --------------------------------
                              Name:   Michael D. Lutgring
                                   ------------------------------
                              Title: Secretary & General Counsel
                                   ------------------------------


                              Page 39