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                                                                   Exhibit 10.15

                               OPERATING AGREEMENT
                                       OF
                    ST. LANDRY EXTENDED CARE HOSPITAL, L.L.C.

      This Operating Agreement is entered into and is effective as of the 15th
day of April, 2004, by and among the undersigned Members who agree as set forth
herein regarding the operations of St. Landry Extended Care Hospital, LLC, a
Limited Liability Company, organized under and existing pursuant to the laws of
the State of Louisiana:

                                    ARTICLE I
                                   DEFINITIONS

1.1   DEFINED TERMS

      As used in this Agreement, defined terms have the meanings hereinafter set
      forth:

      (a)   "Act" means the Limited Liability Company Law, La. R.S. 12:1301 et
            seq., and any successor statute as amended.

      (b)   "Agreement" or "Operating Agreement" means this Operating Agreement
            as originally executed and as amended from time to time.

      (c)   "Articles" or "Articles of Organization." The Articles of
            Organization of St. Landry Extended Care Hospital, L.L.C., as filed
            with the Secretary of State of Louisiana, as the same may be amended
            from time to time.

      (d)   "Capital Account" A Capital Account maintained in accordance with
            the rules contained in of the Regulations.

      (e)   "Capital Contribution." Any contribution to the capital of the
            Company in cash, property or future services by a Member whenever
            made.

      (f)   "Fiscal Year." The Company's fiscal year, which shall be the
            calendar year.

      (g)   "Code" means the Internal Revenue Code of 1986, as amended.

      (h)   "Company" means St. Landry Extended Care Hospital, L.L.C., a Limited
            Liability Company organized under and existing pursuant to the laws
            of the State of Louisiana.

      (i)   "Distributive Shares" means the share of distributed revenues from
            the Company due to each Member under the Membership Interests
            applicable to such distribution.

      (j)   "Majority Vote" or " Votes" has the meaning given to these terms in
            Section 4.15.

      (k)   "Member" means any person executing this Agreement as a Member or
            hereafter admitted to the Company as a Member as provided in this
            Agreement, but does not include any person who has ceased to be a
            Member in the Company.

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      (l)   "Membership Interest" or "Interest" means a Member's interest in the
            Company in which the Member shares in the income, gains, expenses,
            profits, losses, deductions and credits of the Company, which
            Interest is expressed as the percentage of the Member's holdings of
            any class of Units in the Company in proportion to the total issued
            and outstanding Units of the same class of the Company.

      (m)   "Net Profits" and "Net Losses" The Company's taxable income or loss
            determined in accordance with the Code for each of its Fiscal Years.

      (n)   "Officer." One or more individuals appointed by the Members to whom
            the Members delegate specified responsibilities. The Members may,
            but shall not be required to, amend this Agreement to create such
            offices as they deem appropriate, including, but not limited to,
            President, Vice Presidents, Secretary and Treasurer. The Officers
            shall have such duties as are assigned to them by the Members from
            time to time, which duties shall be memorialized by written
            amendment to this Operating Agreement. All Officers shall serve at
            the pleasure of the Members and the Members by Majority Vote may
            remove any Officer from office without cause and any Officer may
            resign at any time.

      (o)   "Person" has the meaning given that term in the Act.

      (p)   "Properties" means all of the Company's interests in any movable or
            immovable properties, contracts or other assets owned by the
            Company.

      (q)   "Service Area " means that area encompassed within St. Landry,
            Evangeline and Lafayette Parishes, Louisiana.

      (r)   "Transferor Member" means any Member who sells or transfers, or
            offers to sell or transfer, or attempts to sell or transfer his
            Units in the Company to another Person; or any Member who is subject
            to a voluntary or involuntary withdrawal.

      (s)   "Treasury Regulations." The federal income tax regulations,
            including temporary regulations, promulgated under the Code, as such
            regulations may be amended from time to time (including
            corresponding provisions of succeeding regulations).

      (t)   "Units " means an interest in the Company acquired by a Member.
            There shall be one class of Units. The Units shall have voting
            rights equal to one vote per Unit. Units may be issued to certain
            Members in exchange for capital contributions to the Company. Units
            shall represent an equity interest in the Company and shall
            represent a fully participating interest in the Company's management
            and Net Profits as hereinafter set forth. The maximum authorized
            number of Units of the Company is ONE HUNDRED THOUSAND (100,000).

                                    ARTICLE 2
                                  ORGANIZATION

2.1   INTENT

      This Agreement constitutes the Operating Agreement of the Company, as
      referred to in the Company's Articles of Organization and the Act.

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2.2   FORMATION

      The Company has been formed by the Members as a Louisiana limited
      liability company by the filing of Articles of Organization (the
      "Articles") pursuant to the Act and the issuance of a certificate by the
      Secretary of State of Louisiana.

2.3   PURPOSES

      The Company is formed for the purpose of engaging in any lawful activity
      for which limited liability companies may be formed under the laws of the
      State of Louisiana as may be approved by the Members. The Company has
      established and operates a long-term acute care hospital in Opelousas,
      Louisiana and long-term acute care hospital campus facility in Mamou,
      Louisiana to provide hospital services to current and future patients of
      the Company in the Service Area. In furtherance thereof, the Company may
      exercise all powers necessary to or reasonably connected with the
      Company's business which may be legally exercised by limited liability
      companies under the Act, and may engage in all activities necessary,
      customary, convenient, or incident to any of the foregoing.

2.4   REGISTERED OFFICE AND AGENT

      The Company shall maintain a registered office and a registered agent in
      the State of Louisiana, which office and agent may be changed by the
      Members.

2.5   OTHER OFFICES

      In addition to its registered office in Louisiana, the Company may have
      other offices and places of business at such places, both within and
      without the State of Louisiana, as the Members may from time to time
      determine.

2.6   OPERATING AGREEMENT

      The affairs of the Company shall be governed by the Act, its Articles and
      this Operating Agreement. There shall be only one Operating Agreement
      governing the affairs of the Company and the relationships of the Members
      to one another as such relate to the business of the Company. Any oral or
      written agreement between or among the Members shall be of no effect
      whatsoever unless and until the Members agree by unanimous vote to
      incorporate said agreement into this Operating Agreement. The Members
      shall have the power to amend or repeal this Operating Agreement, and to
      adopt a new Operating Agreement only upon the two-thirds (b's) majority of
      the Votes as provided herein.

                                   ARTICLE 3

                                    MEMBERS

3.1   MEMBERS

      The Members of the Company shall be those persons who have joined in the
      execution of this Agreement, and any other persons who may be hereafter
      approved for membership by the unanimous consent of the Members.

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3.2   EXECUTION OF THIS AGREEMENT

      The admission of an additional Member, including if applicable the spouse
      of a Member, shall not become effective until the Person has executed this
      Agreement, or an appropriate supplement hereto, pursuant to which the new
      Member agrees to be bound by, and subject to, all of the terms and
      provisions hereof and restrictions herein.

3.3   MEMBERS HAVE NO EXCLUSIVE DUTY TO COMPANY

      (a)   No Member shall be required to perform services for the Company
            solely by virtue of being a Member. Unless approved by the Members,
            no Member shall perform services for the Company or be entitled to
            compensation for services performed for the Company.

      (b)   Except as otherwise expressly stated herein, no Member shall be
            required to participate in the Company as such Member's sole and
            exclusive function and any Member shall be entitled to and may have
            other business interests and may engage in other activities in
            addition to those relating to the Company other than permitted
            Related Party Transactions as described in Section 4.23. No Member
            shall have a business interest or engage in activities which are in
            direct competition with the Company's provision of inpatient
            long-term acute care hospital care services without the expressed
            written approval pursuant to a two-thirds (2/3) Vote. Neither the
            Company nor any Member shall have any right, by virtue of this
            Operating Agreement, to share or participate in such other
            investments or activities of the Member or to the income or proceeds
            derived therefrom. The Member shall incur no liability to the
            Company or to any of the Members as a result of engaging in any
            other business or venture permitted by this Agreement.

                                   ARTICLE 4
                                   MANAGEMENT

4.1   MANAGERS

      (a)   The business of the Company shall be managed by one or more
            Managers, who may, but need not, be Members, and who shall be a
            mandatary of the Company for all matters in the ordinary course of
            its business. LHC GROUP, LLC shall be the initial Manager of the
            Company, and appears herein to accept said appointment. To the
            extent authorized by this Agreement, the Manager shall have full,
            exclusive and complete discretion, control, power and authority in
            the management of the Company's affairs. The Manager shall have full
            power and authority to undertake any activity described in this
            Article and to execute and deliver on behalf of the Company such
            documents or instruments which the Manager deems appropriate in the
            conduct of the Company's business. No person, firm or corporation
            dealing with the Company shall be required to inquire into the
            authority of the Manager to take any action or make any decision.

      (b)   The Manager shall have, without limitation, authority to employ and
            compensate the personnel reasonably necessary to conduct the
            Company's business activity. The Manager shall be required to devote
            to the Company's affairs only such part of its time and efforts as
            is reasonably required to conduct the operations contemplated under
            this Agreement and shall be free to engage in any other business for
            its own account and/or for the account of others. Neither the
            Company nor any of the Members shall have any rights by virtue of
            this

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            Agreement in any independent business ventures of the Manager.

      (c)   Subject to the ultimate authority of the Members of the Company, the
            day to day management of each long-term acute care hospital campus
            shall be conducted by the Manager.

4.2   POWERS OF MANAGER.

      The Manager shall have all necessary powers to carry out the purposes and
      conduct the business of the Company including, without limitation,
      excepting any specific limitations contained in this Agreement or in
      applicable law, the authority, right and power on behalf of the Company
      to:

      (a)   To negotiate and enter into, make and perform all such contracts,
            agreements, and other undertakings binding the Company as the
            Manager deems to be necessary, appropriate or advisable in
            furtherance of the purposes of the Company;

      (b)   Acquire, hold, manage and defend the assets of the Company;

      (c)   Open, maintain and close bank accounts, designate and change
            signatories on such accounts and draw checks and other orders for
            the payment of monies;

      (d)   Lease, sell, convey, assign, trade, exchange, quitclaim, surrender,
            release, abandon or otherwise dispose of any movable assets or
            interest therein or payable therefrom not to exceed $100,000 without
            any further act or vote or grant of authority by any Members and in
            connection therewith make any such distributions as the Manager may
            deem appropriate from the proceeds of such sale to the Members;

      (e)   To collect and deposit all Company receipts and to disburse all
            Company funds in payment of all ordinary and necessary expenses;

      (f)   Sue and be sued, complain and defend in the name of and on behalf of
            the Company;

      (g)   Execute and deliver all negotiable instruments, checks, drafts or
            other orders for the receipt or payment of funds belonging to the
            Company;

      (h)   Execute powers of attorney, consents, waivers and such other
            documents as may be necessary or appropriate before any court,
            administrative board or agency of any governmental authority
            affecting Company assets;

      (i)   Purchase insurance, at the Company's expense, to protect Company
            assets against loss and to protect the Manager against liability to
            third parties arising out of the Company's activities, provided that
            any such insurance shall name each Member, individually as an
            additional insured;

      (j)   Prepare and file all returns for the Company and make all elections
            for the Company with respect to federal and state income or other
            taxes;

      (k)   Recommend employment of such agents, employees, accountants,
            lawyers, clerical help and other assistance and services subject to
            approval by Majority Vote;

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      (l)   Grant and perfect security interests in the Company's accounts for
            the purposes of obtaining operational financing;

      (m)   Execute and deliver such other documents and perform such other acts
            as the Manager in his sole discretion may determine to be necessary
            or appropriate to carry out the purposes of the Company; and

      (n)   Take any and all other action the Manager may deem necessary,
            appropriate or advisable in furtherance of the purposes of the
            Company.

4.3   CERTAIN LIMITATIONS ON AUTHORITY OF MANAGER.

      Notwithstanding the provisions of Section 4.2, the Manager, acting alone,
      shall not have the power to do any of the following on behalf of the
      Company, each of which shall require approval of the Members as provided
      herein:

      (a)   To dissolve, liquidate or wind-up the business of the Company;

      (b)   To sell, exchange, lease, mortgage or otherwise transfer assets in
            excess of $100,000 per year, other than inventory;

      (c)   To merge or consolidate the Company with or into any other entity;

      (d)   To incur indebtedness in excess of $ 100,000 in any one transaction;

      (e)   To alienate, lease or encumber any immovable property belonging to
            the Company;

      (f)   Confess to judgment against the Company;

      (g)   To admit new members;

      (h)   To file voluntary bankruptcy proceedings; and

      (i)   To amend the Articles or this Agreement.

4.4   COMPENSATION AND REIMBURSEMENT OF MANAGER.

      Compensation for services rendered in his capacity as Manager shall be
      established and thereafter modified at any time upon a Majority Vote
      subject to the restrictions set forth in Section 4.23. In addition, the
      Manager shall be reimbursed on a monthly basis for all direct costs and
      expenses reasonably incurred on behalf of the Company.

4.5   LIABILITY AND INDEMNIFICATION OF MANAGER.

      In addition to any other provision contained herein conferring similar
      rights, the Manager shall not be liable, responsible, or accountable in
      damages or otherwise to the Company or to any Member for any action taken
      or any failure to act on behalf of the Company within the scope of the
      authority conferred on the Manager by this Agreement or by law, unless the
      action was taken or omission was made fraudulently or in bad faith or
      unless the action or omission constituted gross negligence.

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4.6   POWER OF ATTORNEY.

      Each Member hereby constitutes and appoints the Manager as the Member's
      true and lawful attorney and agent with full power and authority in the
      Member's name, place, and stead to execute, swear to, acknowledge,
      deliver, file, and record in the appropriate public offices:

      (a)   All such certificates that the Manager considers necessary or
            appropriate to qualify or continue the Company as a limited
            liability company; and

      (b)   One or more fictitious or trade name certificates

      The power of attorney granted herein shall be considered to be coupled
      with an interest, and, to the extent permitted by applicable law, shall
      survive the death, interdiction, withdrawal, resignation, retirement,
      expulsion, bankruptcy, dissolution, or termination of existence of a
      Member or interest holder. It shall also survive the Transfer of an
      Interest, except that if the Transferee is admitted as a Member, this
      power of attorney shall survive the delivery of the assignment for the
      sole purpose of enabling the Manager, as attorney in fact, to execute,
      acknowledge, and file any documents needed to effectuate the substitution.

4.7   RESIGNATION OR WITHDRAWAL OF MANAGER.

      The Manager may resign upon giving written notice to the Company at least
      thirty (30) days in advance. The Manager shall be deemed to resign upon
      any disposition of the membership interest of the Manager, if Manager is a
      Member. Upon the resignation or withdrawal of the Manager, a new Manager
      shall be elected by a majority in interest of the Members.

4.8   OTHER AGENTS

      The Members, by Majority Vote, may appoint other managers, agents, or
      attorneys-in-fact as needed from time to time, whose authority to act for
      the Company shall be stated in the written act or instrument pursuant to
      which said agent or attorney in fact is appointed. Unless expressly
      authorized to do so by the Members, no attorney-in-fact, employee or other
      agent of the Company shall have any power or authority to bind or obligate
      the Company in any way, or to pledge its credit.

4.9   REMOVAL OF MANAGER.

      The Members, at any time and with or without cause, may remove a Manager
      and elect a new Manager, upon unanimous Vote of the Members other than the
      Manager to be removed.

4.10  LIMITATION ON AUTHORITY OF MEMBERS.

      No Member is an agent of the Company solely by virtue of being a Member,
      and no Member has authority to act for the Company solely by virtue of
      being a Member. This Section 4.10 supersedes any authority granted to the
      Members by the Act. Any Member who takes any action or binds the Company
      in violation of this Operating Agreement shall be solely responsible for
      any loss and expense incurred by the Company as a result of the
      unauthorized action and shall indemnify and hold the Company harmless with
      respect to the loss or expense.

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4.11  BUSINESS JUDGMENT.

      The Managers and the Members shall be entitled to rely on information,
      opinions, reports or statements, including but not limited to financial
      statements or other financial data prepared or presented by: (i) any one
      or more Members, Officers or employees of the Company whom the Member
      reasonably believes to be reliable and competent in the matter presented,
      (ii) legal counsel, public accountants, or other persons as to matters the
      Member reasonably believes are within the person's professional or expert
      competence, or (iii) a committee of Members on which he or she does not
      vote if the Member reasonably believes the committee merits confidence.

4.12  MEETINGS OF THE MEMBERS

      Subject to the notice requirement of Section 4.13, meetings of the Members
      may be called at any time by a Manager, or by Members holding in the
      aggregate thirty percent (30%) of the Units. If the meeting is called by
      less than a majority in interest of the Members, it shall be held at the
      registered office of the Company, unless all Members agree to an alternate
      location. Subject to the foregoing, meetings of the Members may be held at
      the office of the Company, or at such other place, either within or
      without the State of Louisiana, at a time and date as designed in the
      notice. Failure to hold an annual meeting shall not affect or vitiate the
      Company's existence.

4.13  NOTICE OF MEETINGS

      Written notice of the time and place of a meeting of Members shall be
      given by the Person calling the meeting to all Members at least two (2)
      days and not more than sixty (60) days prior to the date fixed for the
      meeting. Notice of any Members' meeting may be waived in writing by any
      Member at any time. Attendance at any meeting by a Member shall be deemed
      a waiver of notice of such meeting unless such attendance is solely for
      the purpose of objecting to the legality of the meeting on grounds of
      inadequate or improper notice.

4.14  QUORUM

      Except as may be otherwise required by the Act, the Articles or this
      Agreement, the presence in person or by proxy of persons holding a
      majority of the Votes shall be necessary to constitute a quorum at any
      meeting of the Members.

4.15  VOTING

      (a)   At any meeting of the Members, every Member having the right to vote
            shall be entitled to vote in person, or by proxy. There shall be one
            vote allotted for each Unit held by each Member (the "Votes").
            Fractional Units shall not be entitled to vote except in the event
            of a tie vote. Except for actions requiring the unanimous or a
            supermajority consent or approval of the Members as required by the
            Act, the Articles, or this Agreement, a fifty-one percent (51%)
            majority of the Votes present and voting ("Majority Vote") shall
            decide any matter brought before the Members. On demand of any
            Member, the vote on any question shall be by written ballot.

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      (b)   The following actions shall require the unanimous consent of the
            Members:

            (i)   expansion of the Company's business beyond the Service Area;

            (ii)  termination of the Company's Management Agreement with LHC
                  GROUP, LLC, other than for cause as provided in the Management
                  Agreement;

            (iii) the sale of any Member's Membership Interest and Voting
                  Interest in accordance with Article 6; or

            (iv)  the selection of an appraiser to provide an independent
                  appraisal of the value of the Company.

4.16  PROXIES

      At any meeting of the Members, every Member shall be entitled to vote in
      person or by proxy appointed by an instrument in writing subscribed by
      such Member and bearing a date not more than eleven months prior to the
      meeting, unless the instrument provides for a longer period. Any Member
      may issue an irrevocable proxy to any other Member. A copy of such
      instrument shall be filed prior to or at the meeting. A proxy need not be
      a Member.

4.17  WRITTEN CONSENT

      Any action may be taken without a meeting of the Members if a consent in
      writing, setting forth the action so taken, shall be signed by those
      Members having sufficient votes to authorize the action. Such consent
      shall have the same force and effect as a vote of the Members, provided
      that written notice is give prior to or contemporaneously with the
      execution of the proposed written consent. A photostatic, email, facsimile
      transmission, or similar reproduction of a writing, signed by a Member,
      shall be regarded as an original for all purposes. A copy of the written
      consent shall be distributed to each non-consenting Member within fifteen
      (15) days of the date of such consent. The failure to distribute such
      copies shall not vitiate or effect the consent in any manner.

4.18  TELEPHONE CONFERENCE CALLS; EMAIL

      Members may participate in meetings by means of a telephone conference
      call or similar communication equipment provided that all Persons
      participating in the meeting can hear and communicate with each other.
      Participation in such a meeting shall constitute presence at the meeting,
      except where a Person participates in the meeting for the express purpose
      of objecting to the transaction of any business on the ground that the
      meeting is not lawfully called or convened. The Manager may poll the
      Members by telephone and the results of such poll may constitute action by
      the Members so long as no Member who has been polled objects to such
      action prior to its adoption, and provided that any action taken by poll
      is properly reduced to writing and a copy of the same provided to the
      Members. Members may take action by way of serial email transmissions so
      long as each Member contemporaneously receives a copy of the emails
      proposing and discussing such action and no Member objects to such action
      prior to its adoption.

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4.19  TAX RETURNS AND ELECTIONS

      The Manager shall cause the preparation and timely filing of the Company's
      tax returns, shall make such tax elections and determinations as appear to
      be appropriate, and shall timely file all other writings required by any
      governmental authority having jurisdiction to require such filing. Upon
      the transfer of all of the Member's interest in the Company or upon the
      death of a Member, or upon the distribution of any property of the Company
      to a Member, the Company may (but shall not be required to) file an
      election in accordance with the applicable Treasury Regulations to cause
      the basis of such property to be adjusted for federal income tax purposes
      as provided by the Code.

4.20  REIMBURSEMENT OF COSTS AND EXPENSES

      Any Member acting for and on behalf of the Company shall be entitled to
      reimbursement for all expenses, costs and other liabilities reasonably
      incurred on behalf of the Company, except to the extent that such
      expenses, costs and other liabilities are incurred in connection with
      services that the Member has agreed to perform for the Company as a
      contribution to its capital.

4.21  LIMITATION OF LIABILITY

      Except as otherwise provided by the laws of the State of Louisiana, the
      personal liability of each Member, if any, shall be limited to his capital
      contribution to the Company as set forth herein. No Member has guaranteed
      or shall have any obligation with respect to the return of a Member's
      Capital Contributions or profits from the operation of the Company. No
      Member shall be liable for any debt or liability of the Company unless
      same shall be separately guaranteed or endorsed by a Member in that
      Member's personal capacity. No Member shall be liable, responsible or
      accountable in damages or otherwise to the Company or any other Member for
      any loss or damage incurred by the Company or the Member by reason of any
      act or omission performed or omitted by the Member on behalf of the
      Company, provided that the Member acted (i) in good faith, and (ii) in a
      manner reasonably believed by the Member to be within the scope of the
      authority granted to him by this Agreement and in the best interest of the
      Company. The foregoing limitation of liability shall not apply to such
      losses to, or damages incurred by, the Company or the Members that result
      from the Member's gross negligence, intentional misconduct or breach of a
      fiduciary duty owed to the Company or the Members.

4.22  INDEMNITY

      Except as otherwise provided for herein, to the fullest extent permitted
      by law the Company shall indemnify, defend and hold harmless each Member
      and make advances for expenses to each Member arising from any loss, cost,
      expense, damage, claim or demand, in connection with the Company, the
      Member's status as a Member of the Company, the Member's participation in
      the management, business and affairs of the Company or such Member's
      activities on behalf of the Company. The Company shall also indemnify,
      defend and hold harmless its Officers, employees and Managers from any
      loss, cost, expense, damage, claim or demand in connection with the
      Company, any such person's participation in the business and affairs of
      the Company, or such Person's activities on behalf of the Company, unless
      the action was taken or omission was made fraudulently or in bad faith or
      unless the action or omission constituted gross negligence.

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4.23  RELATED PARTY TRANSACTIONS

      (a)   Anything in this Agreement to the contrary notwithstanding, it is
            agreed by and among the Company and its Members that the Company
            shall not enter into any contract, agreement or transaction with any
            Member of the Company; or with any individual family member (spouse,
            child, sibling or parent) of any Member of the Company; or with any
            corporation, partnership or other legal entity owned (10% or more)
            or controlled by any Member of the Company, or an immediate family
            member thereof; or any individual which is a shareholder or other
            equity interest owner in a corporation, partnership or limited
            liability company which is a Member, without the consent of a
            Majority Vote of the remaining disinterested Members which shall be
            calculated by omitting the votes attributable to the interested
            Member. The following are non-exclusive examples of transactions
            covered by this section and requiring consent of a majority of the
            disinterested Members:

            (i)   sale of the Company's real estate or movable property or
                  assets to the Members, their immediate family members or
                  related entities;

            (ii)  leasing of the Company's real estate or movable property or
                  assets, or any portion thereof to or from the Members, their
                  immediate family members or related entities;

            (iii) entering into contracts for the management, servicing, repair
                  or improvement of the Company's business, real estate, movable
                  property or other assets, or any portion thereof, with the
                  Members, or their immediate family members or related
                  entities.

            (iv)  employment or professional services agreements.

      (b)   Notwithstanding the foregoing, the Members unanimously agree,
            approve and ratify the Management Services Agreement entered into
            between the Company and LHC GROUP, LLC with the cost of same not to
            exceed fifteen percent (15%) of the Company's net revenues.

4.24  CONTRACTS IN VIOLATION

      Any contract, agreement, or transaction entered into without the consent
      of a majority of the disinterested Members as required in Section 4.23
      above, shall be absolutely null and void and of no force and effect as
      concerns the Company and the disinterested Members.

4.25  NO INDEMNIFICATION

      The limitation of liability and indemnification provisions of Sections
      4.21 and 4.22 of this Agreement shall not apply to any transaction entered
      into in violation of Sections 3.3 and 4.23 above. Furthermore, the
      limitation of liability and indemnification provisions of Sections 4.21
      and 4.22 of this Agreement shall not apply to any Member if that Member is
      determined to have breached any fiduciary duty to the Company. In such
      event, the Member shall promptly reimburse to the Company any sums
      advanced under Sections 4.2l or 4.22.

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4.26  MEMBERS' AND OFFICERS' COMPENSATION

      Any salaries and other compensation of the Members or Officers shall be
      fixed by the Members, and no Member shall be prevented from receiving such
      salary by reason of the fact that he is also a Member of the Company.

4.27  TAX ELECTIONS; TAX MATTERS PARTNER.

      All elections required or permitted to be made by the Company under the
      Code shall be made by a Majority Vote of the Members. For all purposes
      permitted or required by the Code, the Members constitute and appoint its
      initial manager as Tax Matters Partner or, if he is no longer the Manager,
      then such other Member or Manager as shall be elected by the Members by
      Majority Vote. The provisions on limitations of liability and
      indemnification of the Members set forth in Article 4 hereof shall be
      fully applicable to the Tax Matters Partner in his or her capacity as
      such. The Tax Matters Partner may resign at any time by giving written
      notice to the Company and each of the other Members. Upon the resignation
      of the Tax Matters Partner, a new Tax Matters Partner may be elected by
      Majority Vote of the Members.

4.28  INSURANCE.

      The Company shall maintain in force and effect general commercial
      liability insurance coverage of no less than $1,000,000 per incident and
      $3,000,000 in the aggregate; professional liability insurance of no less
      than: (i) $1,000,000 per incident and $3,000,000 in the aggregate, or (ii)
      $100,000 per incident and $300,000 in the aggregate, subject to and
      including participation as a Qualified Healthcare Provider in the
      Louisiana Patients' Compensation Fund; and workers' compensation insurance
      in the minimum statutory amount for the full term of this Agreement and
      for a term of three (3) years thereafter.

4.29  FINANCING.

      For the Company's benefit, LHC GROUP, LLC, as Manager, is hereby
      authorized to obtain operational financing from its credit facility,
      GMAC-RFC Health Capital or its successor in interest, and shall be
      authorized to grant a security interest of up to one hundred percent
      (100%) of Company's accounts receivables to secure same.

                                    ARTICLE 5

           CAPITAL CONTRIBUTIONS AND ACCOUNTS, AND ACCOUNT ALLOCATIONS

5.1   CAPITAL CONTRIBUTIONS

      (a)   Initial Capital. The Members shall each own Units in the Company
            with their initial Interests in the Company equal to the
            proportionate percentages as shown in the Membership Schedule. The
            Units shall represent a participation interest in the equity, Net
            Profits and Net Losses of the Company.

<PAGE>

      (b)   Allocation of Profits and Losses: Equity Interests.

            Notwithstanding any provision of this Agreement to the contrary, the
            parties agree that the Membership Interests in income and losses of
            the business activities conducted by the Company shall be as set
            forth opposite each Member's name on the attached Membership
            Schedule. From and after the date this Agreement takes effect, the
            Membership Interest for each Member shall be equal to the percentage
            determined at any given time by dividing the Units held by such
            Member as of such time by the aggregate Units held by all Members as
            of such time.

      (c)   Special Capital Contributions. It is anticipated that the Company
            will from time to time require additional capital to purchase or
            acquire additional assets or entities, or interests therein, and to
            fund the future operations of the Company. The Members will
            contribute to the capital of the Company, according to their
            respective Membership Interests, as set forth in Sections 5.1(b)
            above, cash sums equal to the sums necessary to defray the costs of
            such operations not covered by Company revenues, up to an cumulative
            aggregate maximum amount of additional capital for all Members of
            $10,000. Any requirement or project requiring capital in excess of
            this amount shall require a two-thirds (b's) majority of the Votes.
            Should a Member fail to pay its share of authorized additional
            capital, it shall be liable to the other Member or Members therefor,
            as provided in Section 5.1(d) below; provided, however, that in lieu
            of the penalty set forth in Section 5.1(d), upon a Majority Vote of
            the non-defaulting Members, the defaulting Member shall be deemed to
            have forfeited its interest in the Company to the non-defaulting
            Member or Members who choose to advance the defaulting Member's
            unpaid capital contribution. Notice of the forfeiture shall be given
            to the defaulting Member within sixty (60) days of the default in
            capital contribution. The provisions of this Section 5.1(c) shall
            not apply to capital calls in excess of the aggregate limit set
            forth herein unless such call has been approved by the affirmative
            vote of not less than eighty percent (80%) of the issued and
            outstanding Units prior to a default.

      (d)   Penalty for Failure to Make Capital Contributions. Upon failure of
            any Member to promptly remit to the Company any sum due by it under
            the terms of this Agreement, and if no non-defaulting Member chooses
            to declare a forfeiture of interest under Section 5.1(c) above, then
            another Member may, but shall not be required to, advance such sum
            or sums. Any Member making such an advance shall be entitled to
            recover 300% of the amount of such advance from the first
            Distributive Shares to which the other Member would have otherwise
            been entitled as a Member of the Company in the absence of its
            default hereunder. The provisions of this Section 5.1(d) shall not
            apply to capital calls in excess of the aggregate limit set forth
            herein unless such call has been approved by a Majority Vote prior
            to a default.

      (e)   Special Capital Contributions for Acquisitions or New Business. It
            is anticipated that the Company may acquire, and may participate in
            the further development and operation of its Properties, and in
            future business ventures. The Members may contribute to the capital
            of the Company, according to their respective Membership Interests,
            as set forth in Section 5.1(b) above, cash sums equal to the
            acquisition cost of such interests or cash and personal guaranties
            as required by the terms of any financing secured for such venture
            or ventures. Should a Member fail to approve or elect to participate
            in an acquisition, or new business opportunity by the Company upon
            being given the opportunity the Member

<PAGE>

            electing to participate shall thereafter be free to acquire or
            pursue such interests for its or their own account outside the
            Company, or, the Company may go forward with such venture without
            the participation of the non-participating Member and the
            participating Members shall indemnify and hold harmless the
            non-participating Member from all liability, loss or obligation
            arising in any manner from such venture. In such event, expenses and
            revenues shall be separately accounted for with respect to the new
            venture and the participating Members only shall provide for the
            expenses and share in the revenues or losses from such venture, and
            no part of such costs, revenues or losses shall be allocated to the
            non-participating Member.

      (f)   Interest on and Return of Capital Contributions. No Member shall be
            entitled to interest on such Member's Capital Contribution or to a
            return of its Capital Contribution, except as otherwise specifically
            provided for herein.

5.2   CAPITAL ACCOUNTS

      A Capital Account shall be maintained on the books of the Company for each
      Member which shall be begun, determined and maintained through the full
      term of the Company in accordance with the Capital Accounting rules of
      Treasury Regulations, and otherwise in accordance with generally accepted
      accounting principles consistently followed. A Member's Capital Account
      shall consist of his capital contributions to the Company:

            (1)   Increased by his share of Company profits; and

            (2)   Decreased by his share of Company losses and by cash
                  distributions to him.

      No Member shall withdraw any part of its Capital Account, except upon the
      approval of the Members.

5.3   ALLOCATION OF PROFITS, GAINS AND LOSSES

      (a)   General Allocation. The Members will share in the income, gains,
            expenses, losses, deductions and credits of the Company in
            accordance with their Membership Interests. Each Member's share of
            the Net Profits and Net Losses shall be allocated for each Fiscal
            Year to the Members' Capital Accounts.

      (b)   Depletion Allocation. Depletion will be allocated to the Members in
            the same proportions as they share in the income of the Company;
            provided, however, that depletion will not be allocated to a Member
            to the extent that it causes or increases a negative balance in his
            Capital Account.

      (c)   Qualified Income Offset. Notwithstanding the allocation rules set
            forth in this Agreement, the Members agree to a "qualified income
            offset" as defined in Treasury Regulations to allocate items of
            income and gain in an amount and manner sufficient to eliminate as
            quickly as possible any unexpected Capital Account deficit balance.

5.4   DISTRIBUTIONS

      The Company's Net Profits which are in excess of the current or projected
      needs of the Company may be distributed on an interim basis each Calendar
      Quarter to the Members in accordance with the allocations set forth in
      Section 5.1. Such payments are referred to herein as "Distributive
      Shares." Such distributions shall be made no later than 60 days

<PAGE>

            following the end of each Calendar Quarter. However, no distribution
            shall he made to Members if prohibited by the Act. All interim
            quarterly distributions shall be reconciled annually and corrective
            distributions shall be made no later than March 31st of each year
            for the prior fiscal year. Amounts calculated for any partial
            quarter or annual periods shall be determined proportionately, but
            shall he subject to the annual reconciliation.

      The Company is subject to partnership taxation and is not subject to
      taxation. Each Member receiving Distributive Shares shall be responsible
      for payment of its own tax liabilities, if any.

5.5   LOANS TO COMPANY

      To the extent approved by a Majority Vote of the Members, any Member may
      make a secured or unsecured loan to the Company.

5.6   PRIORITY AND RETURN OF CAPITAL.

      No Member shall have priority over any other Member, either as to the
      return of Capital Contributions or as to Net Profits, Net Losses or
      Distributions. This Section shall not apply to loans (as distinguished
      from Capital Contributions) which a Member has made to the Company.

5.7   PERSONAL GUARANTEES OF THE MEMBERS

      As a condition precedent to the admission of a Member and issuance of
      Membership Interest to the Member, to the extent that any obligations of
      the Company are required to be personally guaranteed by the Members of the
      Company, upon the eighty percent (80%) Majority Vote of the Members, each
      Member shall sign as surety, in his, her or its individual capacity, on
      all outstanding obligations of the Company which are personally guaranteed
      by the Members of the Company. Alternatively, any Member may satisfy this
      condition precedent by arranging for such a personal guarantee by a third
      person which is satisfactory to the other Members, and creditors of said
      obligations. The Company and the Members of the Company acknowledge and
      agree that the intention of each party is that all obligations of the
      Company which require personal guarantees shall be guaranteed by the
      Members in proportion to their membership interests, with each Member
      retaining full rights of indemnity and contribution from the other Members
      in proportion to the respective membership interests held by the Members.
      If the Member fails to perform his, her or its obligations pursuant to
      this Section 5.7 following provision often (10) days written notice
      demanding performance, the Member shall be deemed to have voluntarily
      withdrawn from the Company under Section 6.14 of this Agreement without
      the requirement for further notice by either party.

5.8   MEMBERS' RIGHTS OF CONTRIBUTION.

      If for any reason, a Member sustains any liabilities or is required to pay
      any losses arising out of, or directly connected with, the Company, or the
      execution of any agreements or guarantees in connection with the Company's
      operations, which are in excess of his, her or its proportionate
      Membership Interest in the Company, the other Members shall promptly
      reimburse such Member this excess, so that each and every Member of the
      Company will then have paid his, her or its proportionate share of such
      losses to the full extent of his, her or its Membership Interest in the
      Company.
<PAGE>

                                    ARTICLE 6

                      TRANSFER OF INTERESTS AND WITHDRAWAL

6.1   RESTRICTIONS ON TRANSFER. A Member may not sell or otherwise transfer the
      Member's Units in the Company except as provided in this Article. In the
      event that a Member sells or transfers, or purports or attempts to sell or
      otherwise transfer, his, her or its Units except as provided in this
      Article, that Member shall be deemed to have involuntarily withdrawn from
      the Company effective on the date of the sale or transfer, or the
      purported or attempted sale or transfer. Any such sale or transfer, or
      purported or attempted transfer shall not have effect with respect to the
      Company and its Members, and any such transferee shall be entitled only to
      receive the value of the Units transferred in accordance with the
      provisions of Section 6.3. The transfer restrictions of this Article shall
      be binding on the Members, the Company, their heirs, legatees, legal
      representatives, successors, assigns, and transferees.

6.2   VOLUNTARY TRANSFER OF MEMBER'S INTEREST TO THIRD PARTIES.

      (a)   Notwithstanding any other provision of this Agreement to the
            contrary, no Member may sell, assign, give, devise, pledge,
            hypothecate, mortgage, or in any other manner transfer any portion
            of his Units, without the prior written consent of all of the other
            Members, and any such transfer shall be subject to the provisions of
            this Section 6.2.

      (b)   If a Member desires to effect any such transfer to a third party,
            such Member or his legal representative (the "Transferor Member")
            shall first give written notice (the "Offer Notice") to the Company
            and the other Members (the "Remaining Members") which shall state:

            (i)   The extent of the Units to be conveyed;

            (ii)  The complete terms upon which the Transferor Member seeks to
                  convey the Units (such terms to be limited to consideration
                  for the Units in the form of cash and/or notes receivable);
                  and

            (iii) The name and address of any transferee relating to such
                  conveyance.

      (c)   Upon receipt of the Offer Notice, the Remaining Members shall have
            the unrestricted right to (i) consent to such transfer; or (ii)
            refuse to consent to such transfer, in which case such refusal shall
            cause the following rights and obligations to arise in the following
            order of priority:

      (d)   The Remaining Members shall have the option for a period of thirty
            (30) days from receipt of the Offer Notice within which to purchase
            the offered portion of the Transferor Member's Units. For the first
            fifteen (15) days of the thirty (30) day period, each Remaining
            Member electing to purchase part of the Transferor Member's Units
            shall have the primary right to purchase a proportion of the
            Transferor Member's Units calculated as the product of: the Units of
            the Transferor Member described in the Offer Notice multiplied by a
            fraction, the numerator of which shall consist of the purchasing
            Remaining Member's Units and the denominator of which shall be the
            aggregate Units of the Remaining Members electing to exercise their
            primary right to purchase the Transferor Member's Units.

<PAGE>

      (e)   In the event that any portion of the Transferor Member's Units
            described in the Offer Notice has not been purchased by the
            Remaining Members at the end of the initial fifteen (15) day period,
            the remainder shall be available for purchase by these Remaining
            Members in the exercise of their secondary right. Each Remaining
            Member electing to exercise his secondary right shall have the
            option for a period of fifteen (15) days to purchase, on a pro-rata
            basis, such part of the Transferor Member's Units as was not elected
            for purchase by the Remaining Members in the exercise of their
            primary right.

      (f)   In the event that any portion of the Transferor Member's Units
            described in the Offer Notice has not been purchased by the
            Remaining Members at the end of the thirty (30) day period, the
            Company shall have the option for a period of fifteen (15) days to
            purchase any remaining portion of the Transferor Members' Units that
            was not purchased by the Remaining Members in the exercise of either
            their primary or their secondary rights.

      (g)   In the event that any portion of the Transferor Member's Units
            described in the Offer Notice has not been purchased by the Company
            at the end of the fifteen (15) day period, the Transferor Member may
            transfer the Units on the terms contained in the Offer Notice, and
            the consent of the Company and its Members if not expressly granted
            shall be implied. The Transferor Member shall complete the transfer
            within ninety (90) days (or such later date as may be specified in
            the Offer Notice) after receipt of the Offer Notice by the Remaining
            Members, but only with such transferee and only on such terms as
            were specified in the Offer Notice.

6.3   INVOLUNTARY TRANSFERS OF UNITS.

      (a)   If any Member (the "Transferor Member"): (i) is deemed to have
            involuntarily withdrawn from the Company under the terms of this
            Agreement; (ii) becomes the subject of any judicial proceeding,
            including a proceeding under the U.S. Bankruptcy Code, or if a
            trustee, receiver, liquidator, or other representative of the
            Member's personal or business assets is or may be appointed; or
            (iii) becomes insolvent or makes an assignment for the benefit of
            the Member's creditors; or (iv) becomes involved in any other
            proceeding or commits any other act by which such Member, or a
            trustee, receiver, liquidator, or other representative of such
            Member, is or may be permitted or required to acquire or convey all
            or any portion of such Member's Units, such Member shall give
            written notice to the Company.

      (b)   The Company shall be obligated to purchase the entirety of the
            Transferor Member's Units, which purchase shall be consummated in
            the manner specified in this Section. The purchase price of any
            Units purchased pursuant to this Section shall be equal to the book
            value of the Units as of the close of the Company's fiscal year
            immediately preceding the event resulting in the involuntary
            transfer, less any negative Capital Account balance of the Member.
            In the event the involuntary transfer is occasioned prior to the end
            of the Company's first fiscal year, the purchase price of any Units
            purchased pursuant to this Section shall be equal to the book value
            of the Units as of the close of business on the day on which the
            event causing the involuntary transfer occurred, less any negative
            Capital Account balance of the Member. The book value of the Units
            shall be determined by the Company's public accountant, and the
            accountant's determination when rendered shall be conclusive amongst
            the

<PAGE>

            parties.

      (c)   If the Company is obligated to purchase the interest of a Transferor
            Member in the Company pursuant to the provisions of this Section,
            the Company shall do so by giving written notice to the Transferor
            Member, or the Transferor Member's trustee, receiver, or other
            representative, or the appropriate court, all as the case may be.
            Upon the giving of such notice, the Company, as purchaser, and the
            Transferor Member, as seller, shall be obligated to consummate the
            sale and purchase of the Units, or portion thereof, at the Company
            offices within sixty (60) days after the date of the Company's
            notice.

      (d)   The purchase price shall be paid by the Company with a
            non-negotiable promissory note payable in twenty equal quarterly
            installments, commencing ninety days after the effective date of the
            transfer, with interest at the prime rate published in the Wall
            Street Journal on the date of the transfer without prepayment
            penalties. The note shall contain a subordination clause
            subordinating the note to all other debts of the Company. The
            Company shall grant a security interest securing payment of the
            promissory note in the Units transferred if the cause of the
            involuntary withdrawal is specified in Sections (c) (ii) or (iii),
            only. At its sole option the Company may pay all or part of the
            purchase price in cash at the time of the transfer.

6.4   DEATH OF A MEMBER'S SPOUSE. In case of the death of an individual Member's
      spouse ("decedent"), the Company shall have the option to redeem the Units
      owned by the decedent, including the decedent's interest in the Company
      arising from the marital regime of acquets and gains, if any. The Company
      shall not automatically redeem the decedent's Units, but rather the
      affected Member shall have the option, within ninety (90) days of notice
      to the Company of the decedent spouse's death, to purchase the decedent's
      interests in the Units. If the member does not exercise this right within
      ninety (90) days of the notice of death, then the Company shall have the
      option to redeem the decedent's interests in the Units at the price and on
      the terms specified in Section 6.7 within the ensuing thirty (30) days.

6.5   DIVORCE OF A MEMBER. In the event of a divorce between an individual
      Member and the spouse of that Member, the Company shall have the option to
      redeem any Units granted to or owned by the spouse of the member. The
      Company shall not automatically redeem this Units, but rather the affected
      Member shall have the right within ninety (90) days of notice to the
      Company of the earlier of (i) the final judicial decree of divorce, or
      (ii) the execution of an agreement of separation of property between the
      Member and the spouse of the Member, to purchase the Units belonging to
      the spouse of the Member. If the Member does not timely exercise this
      right, then the Company shall have the option to redeem the spouse's Units
      at the price and on the terms specified in Section 6.7 within the ensuing
      thirty (30) days.

6.6   DEATH OF A MEMBER. In the event of the death of an individual Member, the
      Company shall have the option to redeem any Units, held by such Member, or
      transferred by will or law or otherwise to any heirs or legatees of the
      individual Member, at the price and on the terms specified in Section 6.7
      within the ensuing ninety (90) days. In the event of the death of a
      shareholder of a corporate Member, the Company shall have the option to
      redeem any Units held by the affected corporate Member at the price and on
      the terms specified in Section 6.7 within the ensuing thirty (30) days.

<PAGE>

6.7   VALUATION AND PAYMENT FOR PURPOSES OF SECTIONS 6.4, 6.5, 6.6, & 6.14 (e).

      (a)   Valuation of Units. The Members agree that the value of the Company
            for the purposes of valuing the Units described in Sections 6.4,
            6.5, 6.6, & 6.14 (e) herein shall be equal to ONE HUNDRED PERCENT
            (100%) of the Company's Earnings Before Interest, Taxes,
            Depreciation and Amortization (EBITDA) for each of the five fiscal
            years ending after the effective date of the event giving rise to
            the valuation. The value of a Member's interest under Sections 6.4,
            6.5, 6.6, & 6.14 (e) shall be the product of: (i) the Member's
            percentage holdings of Units as of the event giving rise to the
            valuation; and (ii) the value of the Company for each of the five
            fiscal years ending after the effective date of the event giving
            rise to the valuation. The value of the Member's Units for each
            fiscal year shall be determined by the Company's accountant.

      (b)   Payment of the Purchase Price. The purchase price shall be paid by
            the transferee with an unsecured, non-negotiable promissory note
            payable in five annual installments, commencing on or before March
            31st of the year following the effective date of the transfer, with
            interest at the prime rate published in the Wall Street Journal on
            the effective date of the transfer without prepayment penalties. If
            the Company is the transferee, the note shall contain a
            subordination clause subordinating the note to all other debts of
            the Company. At his, her or its sole option the transferee may pay
            all or part of the purchase price in cash at the time of the
            transfer. Notwithstanding the foregoing, the Transferor Member, or
            its successors and assigns, and the transferee may unanimously agree
            upon an alternative value for the Units and an alternative method of
            payment.

6.8   SURVIVAL OF LIABILITIES. No sale or other transfer of an Units, even if it
      results in the substitution of the transferee or assignee as a Member
      herein, shall release the transferor or assignor from those liabilities to
      the Company or the other Members which arose prior to such sale or
      assignment or which otherwise survive such sale or assignment as a matter
      of law.

6.9   NEGATIVE CAPITAL ACCOUNTS. If a Transferor Member has a negative Capital
      Account balance, the Transferor Member shall pay the Company the amount of
      the negative Capital Account balance as of the transfer date. If the
      Transferor Member shall fail to pay the negative Capital Account balance,
      the Company shall have the right to set-off or recoup any such amounts
      from any distributions due to, or from any amounts owed by the Company to,
      the Transferor Member, the transferee Member or the assignee.

6.10  LOANS AND PERSONAL GUARANTEES. Any loans owed by the Company to a
      transferor Member shall be paid in full at closing. On or before closing
      of any transaction pursuant to this Article 6, the transferee Member shall
      also be obligated to obtain a full release of the transferor Member (and
      the individual shareholder(s) or members of such Member) from all personal
      guarantees granted on behalf of the Company.

6.11  RIGHTS OF PERMITTED TRANSFEREES OR ASSIGNEES. A permitted transferee or
      assignee of a Member's Interest shall not become a Member without the
      Majority Vote of the Members and compliance with the provisions of Section
      3.2 of this Agreement. Any transferee or assignee of Units in the Company
      who is not admitted to membership in the Company shall not be entitled to
      vote, and shall not be entitled to participate in the management of the
      Company, or to have access to any records or communications of the Company
      or its Members, or to participate in any manner in the operation of the
      Company. He or she will, however, be bound by and subject to this
      Agreement and the

<PAGE>

      terms and conditions of any other agreement pertaining to the restrictions
      on the transfer of an Interest in the Company.

6.12  SEVERABILITY. The parties agree that each term and condition contained in
      this Article 6 shall be liberally construed to give effect to the parties'
      intent and shall be considered severable; and if, for any reason, any
      provision or provisions, or portions thereof, herein contained are
      determined to be invalid, overbroad, or unenforceable for any reason, such
      provision shall be deemed modified to the extent required to render it
      valid, enforceable and binding, and such determination shall not affect
      the validity or enforceability of any other provision of this Agreement,
      In the event any provision of this Article 6 is held to be unenforceable
      or void for any reason, the remainder of the provisions of this Article
      shall be unaffected and shall remain in full force and effect in
      accordance with its terms.

6.13  SPECIFIC PERFORMANCE; ENFORCEMENT.

      (a)   In addition to any other remedies provided for herein, in the event
            any transfer required under this Article 6 is not timely completed
            in accordance with the terms hereof, the Company and/or each
            non-defaulting Member may seek specific performance of the
            obligations of the defaulting party and may institute legal
            proceedings to enforce the obligations of the defaulting party and,
            if successful, the defaulting party shall be liable for all
            reasonable attorneys' fees and costs incurred by the non-defaulting
            party.

      (b)   The Members hereby declare and agree that it is impossible to
            measure in money damages that which will accrue to the Company and
            its Members by reason of a failure of any Member hereto to perform
            any of the obligations under this Article 6. Therefore, if any party
            hereto or the personal representatives of a decedent shall institute
            any action or proceeding to enforce the provisions of this Article 6
            by injunction (including the granting of a temporary restraining
            order), any Member against whom such action or proceeding is brought
            hereby waives the claim or defense therein that such Member or such
            personal representative has an adequate remedy at law, and such
            Member shall not urge in any such action or proceeding the claim or
            defense that such remedy at law exists.

      (c)   The exclusive venue for any action brought to enforce the terms of
            this Article 6 shall be Lafayette Parish, Louisiana.

6.14  WITHDRAWAL OF A MEMBER

      (a)   Voluntary Withdrawal. Any Member may withdraw from the Company at
            any time by providing ninety (90) days advance written notice to all
            other Members.

      (b)   Involuntary Withdrawal. Any circumstance compelling the involuntary
            transfer of a Member's Interest, including, without limitation,
            service of any writ of seizure applicable to his Interest or
            adjudication of bankruptcy of a Member, shall be deemed a withdrawal
            by the Member affected thereby effective upon the service of the
            writ or notice of the adjudication.

<PAGE>

      (c)   Automatic Involuntary Withdrawal. In addition to the other events of
            withdrawal contained herein, a Member shall be deemed to have
            withdrawn from the Company effective on the date on which one of the
            following events occurs:

            (i)   the individual Member, or an officer, director, shareholder or
                  other equity holder of a corporate Member is convicted of a
                  felony;

            (ii)  the individual Member dies, is interdicted or determined to be
                  incompetent; or

            (iii) the Member breaches this Agreement and fails to cure such
                  breach within thirty (30) days of receipt of notice of such
                  breach;

            (iv)  the Member, or an officer, director, shareholder or other
                  equity holder of a corporate Member is excluded or debarred
                  from participation in the Medicare or Medicaid programs;

            (v)   the Member sells or transfers, or attempts to sell or transfer
                  of the Member's interest in the Company without compliance
                  with the provisions of this Article 6; or

            (vi)  the individual physician Member, or a physician officer,
                  director, shareholder, member or other equity holder of a
                  corporate Member fails to obtain, maintain, and exercise
                  active medical staff privileges at the Company's long-term
                  acute care hospital for any period exceeding thirty (30) days
                  without the written consent of Manager.

      (d)   Withdrawal from the Company, in and of itself, shall under no
            circumstances relieve the former Member of his, her or its
            obligations to: (i) make any additional capital contributions
            approved by the Members prior to the effective date of the former
            Member's withdrawal; or (ii) to fulfill his, her or its contractual
            obligations to the Company incurred or accrued prior to the
            effective date of the former Member's withdrawal. In either event,
            the Company shall have a right of set-off against any distribution
            due to a withdrawing former Member.

      (e)   In the event of a voluntary withdrawal of a Member, if the Company
            is continued in accordance with the provisions of Section 7.1, the
            withdrawing Member shall receive:

            (i)   the book value of the Member's Units as of the close of the
                  Company's Fiscal Year immediately preceding the effective date
                  of the withdrawal, less any negative Capital Account balance
                  of the Member, if the Member has held the Units for less than
                  one (1) year. The book value of the Interest shall be
                  determined by the Company's public accountant, and the
                  accountant's determination when rendered shall be conclusive
                  amongst the parties. The Company shall pay the book value of
                  the Units in the form of an unsecured, non-negotiable
                  promissory note, containing a subordination clause
                  subordinating the note to all other debts of the Company,
                  which note shall be payable in five annual installments,
                  commencing on or before March 31st of the year following the
                  effective date of the withdrawal, with interest at the prime
                  rate published in the Wall Street Journal on the effective
                  date of the withdrawal without prepayment penalties. At the
                  Company's sole option it may pay all or part of the book value
                  for the Units in cash at the time of the transfer; or

<PAGE>

            (ii)  the amount set forth in, and payable in accordance with,
                  Section 6.7 above if the Member has held the Units for one (1)
                  year or longer.

      (f)   In the event of a voluntary withdrawal of a Member, if the Company
            is not continued in accordance with the provisions of Section 7.1,
            the Company shall be liquidated and dissolved according to the
            provisions of Article 7.

6.15  CONVERSION OPTION

      In the event that LHC Group, LLC ("Manager") undertakes an initial public
      offering or is acquired by a publically traded company ("Conversion
      Event"), each Member shall have the option to exchange his/her/its
      holdings of Units in the Company to Units of Manager in accordance with
      the following terms:

      (a)   Manager shall provide thirty (30) days written notice to the Members
            of the scheduled occurrence of a Conversion Event, and that the
            Members are eligible to exercise the option provided herein. Each
            Member may notify Manager of his/her/its intention to exercise the
            Conversion Option at any time following the Conversion Event.

      (b)   In the event that any Member exercises the conversion option, the
            Member shall have the right to exchange the Units in the Company for
            Manager Units in accordance with the following formula:

            The number of Units of Manager due each exercising Member shall be
            the product of (i) the exercising Member's Membership Interest in
            the Company; (ii) the total issued and outstanding Units of Manager
            as of the date of the notice and (iii) a fraction, the numerator of
            which is the Company's EBITDA and denominator of which is Manager's
            EBITDA.

      The exercising Member's Membership Interest in the Company shall be
      determined in accordance with Section 5.1 (b). The Company's and Manager's
      EBITDA shall be determined as the Earnings Before Interest Taxes and
      Depreciation from the Company's financial statements and Manager's
      consolidated financial statements for the fiscal year ending prior to the
      effective date of the exercise of the Conversion Option.

      For the purposes of illustration, the following example of how the number
      of Units to be converted will be calculated is provided:

               EBITDA                     ISSUED        MEMBER'S    CONVERTED
               I2-31-200X    PROPORTION   UNITS         HOLDINGS    UNITS

COMPANY        $ 1,285,000   = 0.0767  X   8,350,000  X 0.1%    =   640.5 UNITS
               -----------                                         -----------
LHC GROUP      $16,751,000

      The parties understand that the foregoing example is for purposes of
      illustration only and is not indicative of current or future operations or
      performance of the Company.

      (c)   Manager shall issue the Units in Manager to the exercising Members
            within thirty (30) days of its receipt of notice of the exercise. As
            a conditions precedent to the issuance of the Units by Manager, the
            exercising Members will: (i) execute a written consent to the
            Conversion Event if the option is exercised before the Conversion
            Event; and (ii) execute a counterpart to Manager's Operating
            Agreement as in effect on the date of the exercise of the option.
            The Manager

<PAGE>

            Units issued to the exercising Members shall be subject to all
            terms, conditions and restrictions contained in Manager's Operating
            Agreement.

      (d)   The exercising Members shall be bound by the terms and conditions of
            the Conversion Event in respect to the Units issued to them by
            Manager.

      (e)   The parties acknowledge and agree that it is their intention for
            this Conversion Option to exchange Units to operate only so long as
            the Conversion Event actually occurs and closes. In the event that
            the Conversion Event does not occur as scheduled, the exchange
            performed under the option shall automatically and immediately be
            rescinded, without any requirement of notice by either party, and
            the exercising Members shall surrender any Units in Manager received
            by them, and shall receive the Company's Units they tendered for
            exchange.

      (f)   In addition to the other terms and conditions governing the
            Conversion Option, the Members shall be subject to an additional
            condition precedent to the Conversion Option in that the exercise of
            the Conversion Option shall only be available so long as following
            the conversion, the Manager's Units fully comply with the
            requirements of Section 1877(c) of the Social Security Act providing
            an exception for ownership in certain publicly-traded securities as
            more fully detailed in 42 CFR 411.356. As of the Effective Date of
            this Agreement the requirements to qualify for the exception
            include:

            (1)   The securities must be securities that may be purchased on
                  terms generally available to the public following the public
                  offering;

            (2)   The securities must be listed on the New York Stock Exchange,
                  the American Stock Exchange, or any regional exchange in which
                  quotations are published on a daily basis, or be foreign
                  securities listed on comparable exchanges or traded under the
                  National Association of Securities Dealers automated quotation
                  system; and

            (3)   The ownership must be in a corporation that had shareholder
                  equity exceeding $75 million at the end of the corporation's
                  most recent fiscal year or on average during the previous
                  three fiscal years.

            Note that these requirements are subject to change without advance
            notice upon enactment of new legislation by Congress or the
            publication of regulations amending the requirements of the
            exception by the Centers for Medicare and Medicaid Services or other
            governmental agencies.

6.16  REDEMPTION OF UNITS FOLLOWING PUBLIC OFFERING

      Following a public offering by LHC Group, LLC ("Manager"), each Member who
      does not exercise the Conversion Option contained in Section 6.15 shall
      have the option to sell his/her/its holdings of Units in the Company to
      Manager ("Redemption Option") in accordance with the following terms:

      (a)   At any time following thirty (30) days after a public offering, each
            Member may notify Manager of his/her/its intention to exercise the
            Redemption Option.

      (b)   In the event that any Member exercises the Redemption Option, the
            Member shall have the right to sell his holdings of Units in the
            Company to Manager in accordance with the following formula:

<PAGE>

            The sales price due each exercising Member shall be the product of
            (i) the exercising Member's potential holdings of Units in the
            Manager calculated as if the Conversion Option set forth in Section
            6.15 had been exercised; and (ii) the average closing price of
            Manager's Units or shares for the 30 days preceding the date of the
            Member's exercise of the Redemption Option.

      For the purposes of illustration, the following example of how the number
      of Units to be converted will be calculated is provided:

             EBITDA                      ISSUED       MEMBER'S      CONVERTED
             12-31-200X    PROPORTION    UNITS        HOLDINGS      UNITS

COMPANY      $ 1,285,000  = 0.0767   X   8,350,000  X 0.1%      =   640.5
             -----------
LHC GROUP    $16,751,000

             CONVERSION            30 DAY AVE.       PROCEEDS
             OPTION UNITS          CLOSING PRICE

             640.5         X        $28.50        =  $18.254

      The parties understand that the foregoing example is for purposes of
      illustration only and is not indicative of current or future operations or
      performance of the Company.

      (c)   Manager shall close the Redemption Option within thirty (30) days of
            its receipt of notice of the exercise.

                                    ARTICLE 7

                          DISSOLUTION AND LIQUIDATION

7.1   DISSOLUTION

      Subject to the remaining terms of this Agreement the Company shall be
      dissolved upon the occurrence of any one of the circumstances hereinafter
      set forth:

      (1)   upon the expiration of the term of the Company; or

      (2)   upon approval by a Majority Vote; or

      (3)   Upon the death, interdiction, withdrawal, bankruptcy, liquidation or
            dissolution of a Member or the occurrence of any other event which
            terminates the continued membership of a Member in the Company,
            however, such event shall not cause a dissolution of the Company if
            within ninety (90) days after such event, the Company is continued
            by the unanimous vote of the remaining Members; or

      (4)   Upon the termination of this Agreement and the failure of the
            Members to immediately enter into a new a agreement.

7.2   DISSOLUTION FOR NON-COMPLIANCE WITH LAW.

      The parties hereto acknowledge and agree that the terms and conditions of
      this Agreement and the anticipated conduct of the parties hereunder are
      intended to satisfy all state and federal laws and regulations related to
      healthcare fraud and abuse and self-referral of patients, including,
      without limitation, 42 U.S.C. Section.1320-7b; 42 U.S.C.

<PAGE>

      Section 1395nn, and La. R.S. 37:1744 and 1745. Should any change in state
      or federal laws or regulations occur during the term of this Agreement
      rendering any term or provision of this Agreement invalid, or should the
      parties determine that this Agreement or the Members' participation in the
      Company result in a violation of any such laws or regulations, the parties
      agree that this Agreement shall be amended within thirty (30) days of such
      change or determination. If the parties are unable to agree to such
      modification or amendment during the said thirty (30) days, the parties
      hereby agree that the Company shall be dissolved as provided hereunder.

7.3   LIQUIDATION

      Upon dissolution of the Company, if the Company is not continued, the
      Members shall proceed diligently to finalize the affairs of the Company
      and distribute its assets in accordance with the provisions of Section
      7.5. During this period, the Members shall continue to operate and
      otherwise deal with Properties of the Company, consistent with the
      liquidation thereof, but shall have no further power or authority to bind
      the Company except to sell or distribute its assets and wind up its
      affairs in compliance herewith.

7.4   FINAL ACCOUNTING

      Upon dissolution of the Company, the Members shall cause the Company's
      accountant to make, at the Company's expense, a full and proper accounting
      of the assets, liabilities, operations and Capital Accounts of the Company
      as of and through the last day of the month in which the dissolution
      occurs.

7.5   LIQUIDATION DISTRIBUTIONS

      As expeditiously as possible after the dissolution of the Company, the
      Members shall cause the debts and obligations of the Company to be paid
      and discharged, including payment or offset of all obligations owed to
      Members by the Company and all obligations of Members owed to the Company.
      Thereafter, the remaining assets shall be distributed to the Members in
      amounts proportionate to the Members' Units as determined on the date of
      the distribution.

7.6   RETURN OF CONTRIBUTION NONRECOURSE TO OTHER MEMBERS.

      Except as provided by law or as expressly provided in this Operating
      Agreement, upon dissolution, each Member shall look solely to the assets
      of the Company for the return of the Member's Capital Account. If the
      Company property remaining after the payment or discharge of the debts and
      liabilities of the Company is insufficient to return the Capital Account
      of one or more Members, including, without limitation, all or any part of
      that Capital Account attributable to Capital Contributions, then such
      Member or Members shall have no recourse against any other Member.

                                    ARTICLE 8

                               BOOKS AND RECORDS

8.1   ACCOUNTING PERIOD.

      The Company's accounting period shall be the Fiscal Year which shall begin
      on January 1st of each year.

<PAGE>

8.2   RECORDS AND REPORTS.

      At the expense of the Company, the Company shall maintain complete and
      accurate books, records and accounts of all operations and expenditures of
      the Company. The Company shall keep at its principal place of business the
      books of the Company which shall contain a list showing the names and
      addresses of the Members as of a reasonably current date and the extent of
      their interest in the Company. Each Member, and their duly authorized
      representatives, shall have the right at reasonable times to examine the
      books of the Company, including such list of names and addresses, and
      other reasonably available records and information concerning the
      operation of the Company and to make copies thereof at the expense of such
      Members, but only upon such Member's written request.

8.3   TAX RETURNS.

      The Company shall prepare and timely file all tax returns required to be
      filed by the Company pursuant to the Code and all other tax returns deemed
      necessary and required in each jurisdiction in which the Company does
      business. Copies of such returns, or pertinent information therefrom,
      shall be furnished to the Members upon request within a reasonable time
      after the end of the Company's fiscal year.

8.4   AUDIT.

      At the request of a Majority Vote of the Members, the books of the Company
      shall be audited annually at the expense of the Company by an independent
      public accounting firm selected by the Manager.

8.5   ANNUAL REPORTS.

      Within the following time periods after the close of each fiscal year, the
      Company shall deliver to each Member the following:

      (a)   Within one hundred twenty (120) days after the end of such fiscal
            year, financial statements of the Company for such year, including a
            balance sheet, a profit and loss statement, a statement of Members'
            equity and changes in financial position, such statements (i) to be
            prepared in accordance with generally accepted accounting principles
            and (ii) to include a summary itemization, by classification, of the
            compensation and reimbursement paid by the Company, directly or
            indirectly, to all Members.

      (b)   Within sixty (60) days after the close of such fiscal year, a report
            providing such tax information as maybe reasonably required by each
            Member for federal and state income tax reporting purposes.

8.6   ACCRUAL BASIS OF ACCOUNTING.

      The Parties agree that the financial records of the Company shall be kept
      by the accrual method and in accordance with Medicare principles of cost
      reimbursement.

<PAGE>

8.7   ACCOUNTING DETERMINATIONS FINAL.

      Any determinations, reports, recommendations, tax reports, cost reports,
      and financial statements provided to the Members by the Company's
      accountant shall be considered adopted and approved upon approval by the
      Members. No Member shall have the right to challenge any such
      determinations, reports, recommendations, tax reports, cost reports, and
      financial statements after the date on which the same were approved by the
      Members.

                                    ARTICLE 9

              CONFIDENTIALITY; NON-DISCLOSURE NON-SOLICITATION AND
                                 NON-COMPETITION

9.1   CONFIDENTIALITY AND NON-DISCLOSURE.

      The Members acknowledge that each party to this Agreement has strategies,
      trade secrets, manuals, documents and methods of operation that are
      proprietary in nature and are implemented through the use of proprietary
      and confidential policy and procedures. The Members agree not to use for
      their own benefit or to disclose or otherwise reveal any of the foregoing
      proprietary and confidential information or materials to any person,
      either directly or indirectly, whether or not for compensation or other
      remuneration, except in the ordinary course of business while performing
      duties on behalf of the Company. The obligation of confidentiality and
      non-disclosure shall survive the termination of this Agreement for an
      indeterminate time.

9.2   NON-DISCLOSURE.

      Each Member acknowledges that it will have access to certain confidential
      information, trade secrets and proprietary information which is
      exclusively the property of another Member or the Manager; including,
      without limitation, documents, recordings, photographs, policies,
      procedures, forms, patient/customer/client lists, public relations and
      employee training materials. Each party agrees that Manager's Service
      Value Points (SVP(R)) system and its Lifeline(R) system are proprietary
      trade secrets of Manager and which are subject to this Agreement. Each
      Member agrees that it will not, for so long as it is a Member and for a
      period of two (2) years following its voluntary or involuntary withdrawal,
      disclose to any third party, or appropriate for their own use or for the
      use of any third person, the other Member's or Manager's confidential
      information, trade secrets or proprietary information.

9.3   NON-SOLICITATION.

      Each Member agrees that it shall not induce or attempt to influence any
      employee of the Company to terminate employment with such Member within
      the Service Area while this Agreement is in effect.

9.4   NON-COMPETITION.

      Each Member agrees that for so long as it is a Member of the Company, the
      Member shall not own, control, manage, have a business interest in, or be
      financially interested in a Medicare certified long-term acute care
      hospital competing with the Company in providing hospital services within
      the Service Area without the Majority Vote of the Members, PROVIDED,
      HOWEVER, that such restriction shall not apply to services provided
<PAGE>

      in the Service Area by subsidiaries and Affiliates of Louisiana Health
      Care Group, LLC.

9.5   INJUNCTIVE RELIEF.

      Each Member acknowledges that in the event of any breach of this Article
      9, the other parties remedies at law would be inadequate and therefore any
      affected party shall be entitled to obtain relief by injunction to prevent
      competition, solicitation or disclosure by the Member or Manager without
      the need to prove irreparable harm. The affected Member's or Manager's
      remedies, in any event, shall be cumulative of any and all other remedies
      available pursuant to Louisiana law.

9.6   Notwithstanding any other provision of this Agreement, if a court of
      competent jurisdiction should hold that the duration or scope (geographic
      or otherwise) of the covenants contained in this Article 9 are
      unreasonable or unenforceable, then, to the extent permitted by law, the
      court may prescribe a duration and/or scope (geographic or otherwise) that
      is reasonable and judicially enforceable. Nothing herein stated shall be
      construed as prohibiting a Member from pursuing any other remedies
      available to it for such breach or threatened breach, including the
      recovery of damages from any breaching Member.

                                   ARTICLE 10

                            MISCELLANEOUS PROVISIONS

10.1  FISCAL YEAR

      The Fiscal Year of the Company shall begin on January 1st of each year.

10.2  PARTNERSHIP TAXATION

      Neither the Company nor any Manager or Member may make an election for the
      company to be excluded from the application of the provisions of
      Subchapter K of the Code or any similar provisions of applicable state
      law. The Members intend that the Company not be a partnership or joint
      venture, and that no Member or Manager be a partner of or joint venturer
      with any other Member or Manager, for any purpose other than federal and
      state tax purposes, and this Agreement may not be construed to suggest
      otherwise. The provisions of Section 5.1(b) herein respecting the
      allocation of Units shall control the allocation of income, loss and tax
      items derived from the Company's operations.

10.3  NO PARTNERSHIP INTENDED FOR NON-TAX PURPOSES.

      The Members have formed the Company under the Act, and expressly disavow
      any intention to form a joint venture, a partnership or a partnership in
      commendam (or limited partnership) under Louisiana law, or laws of any
      other state. The Members do not intend to be partners one to another or
      partners as to any third party. To the extent any Member, by word or
      action, represents to another person that any other Member is a partner or
      that the Company is a partnership, the Member making such wrongful
      representation shall be liable to any other Member who incurs personal
      liability by reason of such wrongful representation.

<PAGE>

10.4  NOTICES

      All communication or notices required or permitted to be given under this
      Agreement shall be in writing, and any communication or notice shall be
      deemed to have been duly made upon receipt by mail, or by facsimile
      transmission receipt of which has been duly substantiated. Any written
      notice sent certified mail to the address of record of the recipient which
      is returned by the post office as unclaimed or undeliverable for any
      reason shall be deemed to have been received. A party may, by written
      notice so delivered to the Company, change the address to which
      communications or written notices shall be made under this Agreement.

10.5  AMENDMENTS

      This Agreement may be amended only in writing approved by a Majority Vote.

10.6  EXECUTION

      This Agreement may be executed in one or more counterparts, each of which
      shall be deemed to constitute an original, and each of which shall become
      effective when one or more counterparts have been executed by each of the
      parties hereto and delivered to the Company and the other parties. The
      Members each agree to cooperate, and to execute and deliver in a timely
      fashion any and all additional documents necessary to effectuate the
      purposes of the Company and this Operating Agreement.

10.7  APPLICABLE LAW

      This Agreement shall be governed by an construed and enforced in
      accordance with the laws of the State of Louisiana.

10.8  SUCCESSORS OR ASSIGNS

      The obligations herein undertaken and the rights herein conferred shall be
      binding upon and inure to the benefit of the parties, and, where
      applicable, their successors and assigns. None of the provisions of this
      Operating Agreement shall be for the benefit of or enforceable by any
      creditors of the Company or by any Person not a party hereto. This
      Agreement is entered into solely to benefit the Company and its
      subscribing Members, and is not entered into or intended for the benefit
      of any third persons. The Parties agree that this Agreement shall not be
      construed as a stipulation pour autrui or a third party beneficiary
      contract.

10.9  REFERENCES

      (a)   Any reference in this Agreement to an Article, Section, or
            Subsection shall be deemed to refer to the applicable Article,
            Section or Subsection of this Agreement unless otherwise stated
            herein.

      (b)   Common nouns and pronouns shall be deemed to refer to the masculine,
            feminine, neuter, singular, and plural, as the identity of the
            Person may in the context require.

10.10 EFFECTIVE DATE

      This Agreement shall be deemed effective as of the date of the Company's
      filing of the Articles of Organization with the Louisiana Secretary of
      State.

<PAGE>

10.11 CONFLICTING PROVISIONS; CONFLICTS WITH OTHER AGREEMENTS

      (a)   In the event that any provisions contained herein conflict, the
            conflicting provision appearing first in the document shall prevail.
            In the event of any conflict between the terms of this Agreement and
            other permitted agreements by and between the parties hereto related
            to the purposes of the company, this Agreement shall prevail.

      (b)   The Company may acquire or enter into one or more written consulting
            agreements or employment agreements with Members or affiliates of
            Members. To the extent such arrangements are in writing and approved
            or authorized by the Majority Vote of the Members, and subject to
            Section 4.23 herein, such services may be compensated as provided in
            said agreements and shall be deemed to be separate from those
            services which the Member will provide to the Company as a capital
            contribution pursuant to Section 5.1 (a) herein.

10.12 No ACTION FOR PARTITION.

      No Member shall have any right to maintain any action for partition with
      respect to the property of the Company.

10.13 INVALIDITY.

      The invalidity or unenforceability of any particular provision of this
      Operating Agreement shall not affect the other provisions hereof, and the
      Operating Agreement shall be construed in all respects as if such invalid
      or unenforceable provision were omitted. If any particular provision
      herein is construed to be in conflict with the provisions of the Act, the
      provisions of this Operating Agreement shall control to the fullest extent
      permitted by applicable law. Any provision found to be invalid or
      unenforceable shall not affect or invalidate the other provisions hereof,
      and this Operating Agreement shall be construed in all respects as if such
      conflicting provision were omitted.

10.14 DETERMINATION OF MATTERS NOT PROVIDED FOR IN THIS OPERATING AGREEMENT.

      The Members shall decide any questions arising with respect to the Company
      and this Operating Agreement which are not specifically or expressly
      provided for in this Operating Agreement.

                                   ARTICLE 11

                          INDEMNIFICATION OF ORGANIZER

11.1  INDEMNIFICATION OF ORGANIZER(S)

      The Company shall indemnify the organizer(s) of the Company, to the
fullest extent permitted by law, make advances for expenses to him/her/it
arising from any loss, cost, expense, damage, claim or demand, in connection
with his/her/its actions and omissions respecting the organization of the
Company, or his/her/its participation in the management, business and affairs of
the Company prior to execution of this Operating Agreement, or his/her/its
activities on behalf of the Company.

                    Signatures Appear on Next Pages Following

<PAGE>


      THUS DONE AND SIGNED, in multiple originals, in the city of Lafayette,
Louisiana effective as of the day and in the month and year first above written.

                                             LOUISIANA HEALTH CARE GROUP,LLC
                                             Member

                                             BY: LHC GROUP, LLC, Manager

                                             By: /s/ Keith G. Myers
                                                 -------------------------------
                                                 Keith G. Myers, Manager

                                             LHC GROUP, LLC, Manager

                                             By: /s/ Keith G. Myers
                                                 -------------------------------
                                                 Keith G. Myers, Manager