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                                                                    EXHIBIT 10.3


                          LOUISIANA HEALTH CARE GROUP
                  2003 KEY EMPLOYEE EQUITY PARTICIPATION PLAN




I.       Plan Purpose

         To advance the interest of LHC GROUP, LLC ("LAHCG") by motivating key
         executives to remain in the employ of LAHCG and to increase the value
         of LAHCG, through relating a portion of total executive compensation to
         the growth and development of LAHCG.

II.      Definitions

         "Board" means the Board of LAHCG.

         "Cause" means the termination of a Participant's employment by LAHCG
         due to: (1) any violation of law (2) any breach or violation of, or
         failure to perform according to, any of LAHCG standards of conduct,
         code of ethics, procedures or policies, as adopted or changed by LAHCG
         from time to time or (3) any failure to perform the requirements of the
         Participant's position with LAHCG.

         "Change of Control" means an acquisition by any non-affiliated single
         person or group of more than 50% of LAHCG.

         "Competing Firm" means any company or entity doing business in the
         health care industry in the United States and which is involved with
         products or services which may be in competition with any product
         marketed or under development by LAHCG.

         "Disability" means the complete and permanent inability of a
         Participant to substantially perform the essential functions of the
         Participant's job.

         "Free Cash Flow" (EBITDA plus Participation Equity Participation Plan
         accrued expenses) less (capital expenditures, capital acquisitions,
         dividends, scheduled principal & interest payments, taxes, increase in
         working capital, and any additional amounts required by banks to be
         paid).

         "Participant" means a person who is designated by the Board as eligible
         to receive Participation Equity Units under this Plan. Eligible
         Participants may include employees of LAHCG as well as any other
         companies designated by the Board.

         "Participation Equity Units" means the number of units a Participant
         holds, where 10,000,000 Units are equal to 100% of the Company Value.


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          "Plan" means this 2003 Key Employee Equity Participation Plan.

          "Reset Event" means either an IPO or a Sale of LAHCG. At the
          discretion of the Board, a Reset Event may also include an IPO or Sale
          of one or more LAHCG subsidiaries, but less than all of LAHCG.

          "Reset Value" means the value per Participation Equity Unit as
          calculated at the date of the Reset Event.

          "Retirement" means the resignation of the Participant at or after the
          age of 65.

III.     Eligibility

         Executive officers and other key employees of the Company may be
         considered for participation in the Plan. The Board must approve any
         award under this Plan in advance.

IV.      Participation Equity Units Reserved for Plan

         Up to 6.5% or 650,000 Units of the LAHCG market value will be reserved
         and may be awarded under the Plan to eligible participants in the form
         of Participation Equity Units. Participation Equity Units have no
         voting rights or any other right of ownership, and shall only entitle
         the recipient to receive cash compensation based on the provisions
         provided in this Plan.

V.       Awards

         An eligible individual may receive an award at any time, with the prior
         approval of the Board.

         Each award will specify the number of Participation Equity Units and
         the award date.

         Participation Equity Units applies to the market value of LAHCG, per
         paragraph VIII.


VI.      Vesting

         Participation Equity Units will vest based upon the following schedule
         and will also apply to Converted Participation Equity Units:


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<TABLE>
<CAPTION>

         Years Following Award Date                 Portion of the Award
                New Units                             that is vested
                ---------                             --------------
         <S>                                        <C>
                   0                                         0%
                   1                                        10%
                   2                                        25%
                   3                                        50%
                   4                                        75%
                   5                                        100%
</TABLE>

VII.     Valuation of Participation Equity Units

         The value of Participation Equity Units will be determined on an annual
         basis by the Board as supported by a third party accredited valuation
         firm.

         The value of the Participation Equity Units for each Participant will
         be based on the value determined by the Board and expressed as a
         percentage of 10,000,000 Units or 100% of the Company.

         For example, the Company is valued at $20,000,000. Each unit would be
         worth $20 ($20,000,000 /10,000,000 Units).

         Upon a reset event, the market value of LAHCG will be equal to the
         negotiated price.

VIII.    Loans While Employed

         Participants may borrow up to 40% of his/her vested value with a loan
         secured by the Participant's Participation Equity Units.

         Interest will be accrued and payable to LAHCG at the "Applicable
         Federal Rate" (currently 3.46%) established by the Internal Revenue
         Service, and must be paid annually.

         If, at any time, the loan value plus accrued interest exceeds 60% of
         the participant's vested value, the excess loan amount may be callable
         at the discretion of the Board. The Board, acting on behalf of LAHCG,
         may call such loan amounts by providing written notice 90 days in
         advance of the call date. At the discretion of the Board, the recalled
         portion of the loan may be collected by deducting future bonus
         payments. Any default on the call of the loan will result in forfeiture
         of the Participation Equity Units.

IX.      Reset Event

         Upon the occurrence of a Reset Event all outstanding Participation
         Equity Units not yet vested shall become fully vested, and the
         following shall apply:

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         1)       If the Reset Event is a Sale for cash, each previously granted
                  Participation Equity Unit shall be redeemed as of, or no later
                  than 90 days after, the closing of the Sale, for cash equal to
                  the Participation Equity Unit's Reset Value. If the Reset
                  Event is a Sale for stock, each previously granted
                  Participation Equity Unit shall be redeemed as of, or no later
                  than 90 days after, the closing of the Sale, for stock having
                  a value equal to the Participation Equity Unit's Reset Value.
                  If the Reset Event is a Sale for a combination of stock and
                  cash, the payment will be equal to the stock/cash ratio. The
                  Reset Value equals the fair market value of the consideration
                  received in the Sale. The provisions of this section shall
                  only apply if the Sale is closed.

         2)       If the Reset Event is an IPO, the Board shall either convert
                  the Participation Equity Units to Public Shares, (with such
                  conversion factor or exchange rate to be established by the
                  Board in their sole discretion), or take such other action as
                  the Board determines as appropriate in their sole discretion.
                  It is the intention of LAHCG that the Participant's
                  Participation Equity Units be treated similar to and on a pro
                  rata basis to those Units held by the Members of LAHCG with
                  regard to any applicable restrictions on the Units of LAHCG
                  pursuant to the IPO or applicable state or federal securities
                  laws.

X.       Repurchase

         The Board shall have the right, at any time, to offer to purchase, all
         or a portion of the Participation Equity Units (whether vested or
         non-vested), per the valuation of Participation Equity Units as
         described in paragraph VIII.

XI.      Performance Requirements

         In the event a Participant does not fulfill stated performance
         requirements as reviewed by the Board, the Board shall have the right
         to a) recall non-vested Participation Equity Units, b) extend the
         vesting period for non-vested Participation Equity Units, and/or c)
         provide payment for the value of vested Participation Equity Units as
         defined by Paragraph XIII, not exceed the value determined upon the
         date of Participation Equity Unit termination.

XII.     Payout upon Termination of Employment

         Upon termination of employment for reasons other than Cause, death,
         Disability or Retirement the participant's Participation Equity Units
         shall revert to Treasury, and the vested value shall be payable in five
         installments as follows:

<TABLE>
            <S>                                    <C>
            Payment Date                           Amount
            Within 90 days of Termination Date     20% of Vested Value
                                                   minus outstanding loans &
                                                   interest
</TABLE>

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            1st Anniversary of Termination   20% of Vested Value less remaining
                                             outstanding loans & interest

            2nd Anniversary of Termination   20% of Vested Value less remaining
                                             outstanding loans & interest

            3rd Anniversary of Termination   20% of Vested Value less remaining
                                             outstanding loans & interest

            4th Anniversary of Termination   20% of Vested Value less remaining
                                             outstanding loans & interest

         At the Board's sole discretion, payments may be made in one lump sum.

         Any Participation Equity Units not vested shall revert to the Treasury
         as Participation Equity Units reserved for future awards.

         In the event annual Free Cash Flow less any Plan payments falls below
         $2,000,000 or is reduced to a level that triggers loan covenants, the
         payments shall be suspended until such time as the Free Cash Flow
         exceeds $2,000,000 and increases to a level to satisfy any loan
         covenants. However, in no case, with the exception of a Reset Event,
         should distributions including loan payments exceed 20% of LAHCG annual
         Free Cash Flow, or otherwise be paid to Participants subsequent to
         events listed in Paragraph XIV.

         Each installment amount will be based upon the then current valuation
         as determined by the Board.

         Terminations for Cause shall result in the forfeiture of all payments
         under the Plan and will include the repayment of all outstanding loans
         and interest by the Participant to LAHCG.

         Payouts will be in cash, with applicable federal/state withholding, and
         payroll taxes deducted.

XIV.     Retirement, Death, or Disability

         After 3 years of employment with the Company, and upon the occurrence
         of Retirement:

                  1.       all Participation Equity Units of the Participant not
                           yet vested shall fully vest upon the expiration of
                           two years after the date of

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                           Retirement provided that the Participant has not
                           worked (whether full time or part time) for a
                           Competing firm during this two year period in
                           accordance with the terms of the Non-competition
                           Agreement between Participant and LAHCG;

                  2.       the Participant shall not be eligible for future
                           grants of Participation Equity Units

                  3.       The Participation Equity Units will be payable upon
                           the date of retirement per the schedule detailed in
                           section XII.

          After 3 years of employment with the Company, and upon the occurrence
          of a Participant's death or Disability:

                  1.       all Participation Equity Units of the Participant not
                           yet vested shall fully vest; and

                  2.       the Participant shall not be eligible for future
                           grants

                  3.       the Participation Equity Units will be payable upon
                           the date of death or Disability per the schedule
                           detailed in section XII, or may be paid in a lump sum
                           upon the date per the discretion of the Board.

XV.      Administration

         The Plan shall be administered by the Board and all interpretations and
         decisions made by the Board shall be final.

         LAHCG will maintain an account on the books of LAHCG recording the
         current value and status of any loans.

         Each participant will annually receive a statement showing their vested
         and unvested values and the status of any outstanding loan.

XVI.     Effective Date

         The effective date of the Plan is April 1, 2003 although the Board may
         make awards whose award date is earlier than the effective date. The
         Plan shall remain in effect until terminated by the Board or Reset
         Event.