<PAGE>
                                                                    EXHIBIT 10.2


                               EXCHANGE AGREEMENT

         THIS EXCHANGE AGREEMENT ("Agreement") made effective this 23rd day of
November, 2004, by and among LOUISIANA HEALTH CARE GROUP, LLC ("LHCG"), LHC
GROUP, LLC ("LHC Group"), and David Hebert, Christopher Thibodeaux, Daryl Albro
and Kevin Touchet (each individually a "Shareholder" and collectively the
"Shareholders"). LHCG, LHC Group and the Shareholders are referred to,
collectively, herein as the "Parties".

                                    RECITALS

         The Parties are the sole shareholders of Hebert, Thibodeaux, Albro and
Touchet Therapy Group, Inc. ("HTATTG"), with LHCG holding 51 shares of stock and
each other Shareholder owning the shares of stock as set forth opposite their
name in Section 1 below (the "Shares").

         Pursuant to the terms of a written Shareholders' Agreement effective
May 1, 2004 by and among the Parties (the "Shareholders' Agreement")
acknowledged to be the current Shareholders' Agreement of HTATTG (a copy of
which is attached as Exhibit I), the Shareholders have options to convert their
Shares in HTATTG into equity in LHC Group (the "Conversion Right") upon the
occurrence of certain triggering events, including, but not limited to the
closing of a qualifying initial public offering involving the equity of LHC
Group.

         The Parties wish to enter into this Agreement in order to set forth
their rights and obligations relating to the Conversion Rights in the event of a
Qualifying IPO.

                   THE PARTIES HEREBY AGREE TO THE FOLLOWING:

1.       EXCHANGE. Upon the closing of a Qualifying IPO (as defined below), the
         Shareholders shall transfer, convey and deliver to LHC Group all right,
         title and interest hi the Shares in exchange for the following shares
         of LHC Group common stock which shall be adjusted proportionately for
         any and all stock splits occurring prior to the Qualifying IPO (the
         "Restricted Securities"):


<TABLE>
<CAPTION>
                                                                Pre-Split
                                                     HTATTG     LHC Group
                        Shareholder                  Shares      Shares
                        --------------------------------------------------
                  <S>   <C>                          <C>        <C>
                  A.    David Hebert                 14.75       13,653
                  B.    Christopher Thibodeaux       14.75       13,653
                  C.    Daryl Albro                   7.25        6,711
                  D.    Kevin Touchet                12.25       11,339
</TABLE>

         LHCG, a wholly owned subsidiary of LHC Group, will retain its holding
         of 51.00 shares of the common stock of HTATTG.

2.       ISSUANCE OF STOCK CERTIFICATES/STOCK RESTRICTIONS. On the closing date
         of the Qualifying

<PAGE>


         IPO, LHC Group shall issue stock certificates to the Shareholders
         evidencing their ownership interest in the Restricted Securities. The
         Shareholders hereby acknowledge that the Restricted Securities will not
         be registered under the Securities Act (as defined below). The
         Shareholders also agree not to sell or transfer the Restricted
         Securities for a period of at least one year following the closing date
         of the Qualifying IPO. Further, the Shareholders agree to execute a
         lock up agreement in a form agreed to by LHC Group and the underwriters
         in the Qualifying IPO pursuant to which the Shareholders will agree not
         to sell any of the Restricted Securities for a period of one year
         following the closing date of the Qualifying IPO.

3.       RETURN OF SHARES. On the closing date of the Qualifying IPO, the
         Shareholders shall return to LHC Group any and all certificates or
         other instruments evidencing their ownership of the Shares or any other
         class of stock in HTATTG, and shall, at the option of LHC Group,
         deliver such other evidence of the transfer of their interest to LHC
         Group as is reasonably required by LHC Group.

4.       REPRESENTATIONS.

         a.       each Shareholder represents and warrants to LHC Group that he
                  has not assigned, transferred or conveyed any interest in the
                  Shares to any affiliate or other third party, and that he owns
                  such Shares free and clear of any and all liens, mortgages,
                  charges, encumbrances, voting trust or other restrictions of
                  any kind;

         b.       each Shareholder represents that he has received no material
                  information regarding this investment in LHC Group other than
                  information that is generally available to the public. Each
                  shareholder further acknowledges and represents that he has
                  not made his decision to enter into this Agreement, or caused
                  any other Shareholder to enter into this Agreement, based in
                  whole or in part on any representations of LHC Group, its
                  officers, shareholders, attorneys, consultants or agents
                  regarding LHC Group or its future, or the investment;

         c.       each Shareholder is converting his Shares into the Restricted
                  Securities for his own account, with the intention of holding
                  the Restricted Securities for investment and with no present
                  intention of dividing or allowing others to participate in
                  this investment or of reselling or otherwise participating,
                  directly or indirectly, in a distribution of the Restricted
                  Securities; and each Shareholder further represents that he
                  will not make any sale, transfer, or other disposition of the
                  Restricted Securities without registration under the
                  Securities Act (as defined below) and similar state acts
                  unless an exemption from registration is available under the
                  Securities Act and similar state acts.

         d.       The current facts surrounding this investment do not satisfy
                  conditions under Rule 144 under the Securities Act that would
                  permit the undersigned to resell the Restricted Securities
                  under such Rule; even if satisfaction of the conditions under
                  Rule 144 should occur, the undersigned could resell the
                  Restricted Securities in


<PAGE>


                  reliance upon the provisions of Rule 144 only in limited
                  amounts and in accordance with the other terms and conditions
                  of Rule 144; and in connection with any resale of the
                  Restricted Securities by the undersigned that Rule 144 does
                  not permit, the undersigned must comply with some other
                  registration exemption.

         e.       Each of the Shareholders acknowledges that by reason of his
                  business or financial experience or the business or financial
                  experience of his professional advisor(s), he has the capacity
                  to protect his own interests in connection with the receipt of
                  the Restricted Securities.

5.       SETTLEMENT AND COMPROMISE.

         a.       The Parties acknowledge and agree that, effective as of the
                  closing date of the Qualifying IPO, the terms of this
                  Agreement shall serve as a full and complete settlement and
                  compromise of any and all claims, demands, liens, lawsuits,
                  actions, causes of action, debts, costs, rights, liabilities,
                  damages, costs and expenses arising out of, related to, or in
                  any way connected with the Shareholders' ownership of the
                  Shares and the Parties' relationship under the Shareholders'
                  Agreement, provided that nothing in this Agreement shall
                  release any party of their obligations set forth in this
                  Agreement.

         b.       The Parties further acknowledge and agree that, effective as
                  of the date of this Agreement, the terms of this Agreement
                  shall serve in lieu of, and supersede in their entirety the
                  terms of the Shareholders' Agreement with regard to the
                  Conversion Rights notwithstanding any provision to the
                  contrary contained therein. The Shareholders hereby release
                  LHC Group, HTATTG and their officers, directors and affiliates
                  from any and all claims, demands, liens, lawsuits, actions,
                  causes of action, debts, costs, rights, liabilities, damages,
                  costs and expenses relating to or arising out of the
                  Conversion Rights excluding claims relating to the obligation
                  of LHC Group to issue the Restricted Securities required by
                  Section 1 hereof upon a Qualifying IPO.

6.       CONDITION PRECEDENT. The Parties' obligations under this Agreement are
         specifically conditioned upon the closing of a Qualifying IPO involving
         the equity of LHC Group. A "Qualifying IPO" means the sale by LHC Group
         or its successor of shares of its common stock in a firm commitment
         underwritten public offering pursuant to a registration statement under
         the Securities Act of 1933, as amended (the "Securities Act") at a
         total public offering price per share (prior to underwriters'
         commissions and expenses) of not less than $10 (appropriately adjusted
         for any stock split, dividend, combination or other recapitalization)
         and which results in aggregate cash proceeds to LHC Group of not less
         than $25 million (the "Qualifying IPO")

7.       INDEMNIFICATION. Each Shareholder agrees to severally protect, defend,
         reimburse, pay, indemnify, release, dismiss, discharge and forever hold
         harmless LHC Group, its


Exchange Agreement                    3                            November 2004



<PAGE>


         successors and assigns, in respect of any and all losses, claims,
         demands, liens, lawsuits, actions, causes of action, debts, costs,
         rights, liabilities, damages, costs and expenses, whether known or
         unknown, arising out of, related to, or in any way connected with their
         ownership of the Shares, the Parties relationship under the
         Shareholders' Agreement, or the representations made by the
         Shareholders herein.

8.       CLOSING DATE RELEASE. In consideration for the receipt of the
         Restricted Securities, each Shareholder agrees that on the Closing Date
         of the Qualifying IPO he will execute a general release of LHC Group
         and HTATTG pursuant to which he agrees to release LHC Group, HTATTG and
         their officers, directors and affiliates from any and all claims,
         demands, liens, lawsuits, actions, causes of action, debts, costs,
         rights, liabilities, damages, costs and expenses arising out of,
         related to, or in any way connected with his ownership of the Shares,
         the Conversion Rights and the Parties' relationship under the
         Shareholders' Agreement.

9.       BINDING EFFECT. This Agreement shall be binding upon and inure to the
         benefit of the respective Parties hereto, their legal representatives,
         successors and assigns.

10.      ENTIRE AGREEMENT. This Agreement supersedes all agreements previously
         made between the Parties hereto relating to its subject matter.

11.      GOVERNING LAW. This Agreement shall be construed in accordance with and
         governed by the laws of the State of Louisiana.

12.      COUNTERPARTS. This Agreement may be executed in two or more
         counterparts, each of which shall be deemed an original but all of
         which together shall be one and the same instrument.

                       [Signatures continued on next page]



Exchange Agreement                            4                    November 2004


<PAGE>


         IN WITNESS WHEREOF, the Parties have signed this Agreement on the date
first written above.

WITNESSES                               LHC GROUP, LLC


/s/ Beth Comeaux                        BY:   /s/  Keith G. Myers
------------------------                     -------------------------------
                                             Keith G. Myers, Manager


/s/ Judy Mouton
------------------------                LOUISIANA HEALTH CARE GROUP, LLC
                                        BY:   LHC GROUP, LLC

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


                                        SHAREHOLDERS

                                          /s/ David Hebert
                                        -----------------------------------
                                        David Hebert


                                          /s/ Christopher Thibodeaux
                                        -----------------------------------
                                        Christopher Thibodeaux


                                          /s/ Daryl Albro
                                        -----------------------------------
                                        Daryl Albro


                                          /s/ David Hebert
                                        -----------------------------------
                                        David Hebert


                                          /s/ Kebin Touchet
                                        -----------------------------------
                                         Kebin Touchet


                        /s/ Richard A. MacMillan
                     -----------------------------
                        Richard A. MacMillan
                          Notary


Exchange Agreement                     5                           November 2004




<PAGE>


                                   EXHIBIT I





















Exchange Agreement                     6                           November 2004

<PAGE>


                                                                          VII-50



                  HEBERT AND THIBODEAUX PHYSICAL THERAPY, INC.

                             SHAREHOLDERS' AGREEMENT

         THIS AGREEMENT is entered into this 29th day of April, 2004, and is
effective as of the 1st day of May, 2004 (the "Effective Date") by and between
Louisiana Health Care Group, LLC, David D. Hebert, Christopher B. Thibodeaux,
Kevin P. Touchet and Daryl J. Albro (hereinafter separately referred to as
"Shareholder" and together as "Shareholders"), and Hebert and Thibodeaux
Physical Therapy, Inc., a corporation organized and existing under the laws of
the State of Louisiana, (hereinafter referred to as the "Corporation").


                           WITNESSETH:

         WHEREAS, the Corporation presently has authorized One Hundred (100)
shares of common stock, One Hundred (100) of which are presently issued and
outstanding;

         WHEREAS, the Shareholders own all of the outstanding shares of the
Corporation;

         WHEREAS, the individual interest of each shareholder in the Corporation
is as follows:


<TABLE>
<CAPTION>
                                                     NUMBER OF
         NAME                                        SHARES
         ----                                        ------
         <S>                                         <C>
         Louisiana Health Care Group, LLC            51.00
         David D. Hebert                             14.75
         Christopher B. Thibodeaux                   14.75
         Kevin P. Touchet                            12.25
         Daryl J. Albro                               7.25
</TABLE>

         WHEREAS, each Shareholder is presently employed by the Corporation;

         WHEREAS, the parties have jointly negotiated the terms of this
Agreement and intend this Agreement to have effect from and after the Effective
Date noted above;

         WHEREAS, the Shareholders believe that it is in the best interests of
the Shareholders and the Corporation to make provision for the terms governing
their relationships, and the future disposition of the shares of the
Corporation.

         NOW, THEREFORE, in consideration of the employment of each Shareholder
by the Corporation, and the premises and mutual covenants and agreements
contained in this Agreement, and in order to consummate the purchase and sale of
the stock aforementioned, and to set forth the terms, rights and
responsibilities governing their relationships, it is hereby agreed as follows:



<PAGE>


                                       I.
                             DIRECTORS AND OFFICERS


1.1      For so long as this Agreement remains in effect, each Shareholder
         agrees to vote all of such Shareholder's shares of common stock of the
         Corporation entitled to vote which may now or hereafter be owned or
         held of record by such Shareholder, or as to which such Shareholder now
         or hereafter has voting power, and otherwise exert their best efforts
         at all times in good faith, to effectuate the election of the following
         candidates as Directors:

                Directors
                ----------
                Keith G. Myers
                Earline Bihm

1.2      For so long as this Agreement remains in effect, each Shareholder
         agrees to cause the elected directors to vote, and otherwise exert
         their best efforts at all times in good faith, to effectuate the
         election of the following candidates for office:

         President:       Keith G. Myers

         Secretary-Treasurer:   Christopher Thibodeaux

1.3      Each Shareholder in his capacity as Shareholder and Director, hereby
         grants to, and is deemed to have executed in favor of, all of the other
         Shareholders and Directors, an irrevocable proxy to vote, or to give
         written consent with respect to, all the voting equity securities owned
         by the grantor of the proxy (i) for the election of the officers and
         board of directors as designated herein, (ii) against any amendment or
         restatement of the Corporation's articles of incorporation, (iii)
         against any amendment or restatement of the Corporation's bylaws, (iv)
         against any increase in the number of directors, (v) against the
         issuance of any stock or securities, or any subscriptions, warrants,
         options or other rights for same, and (vi) against the termination of
         the Corporation's Management Agreement with LHC Group, LLC or its
         successors.

1.4      The shareholders agree to use their best efforts, in good faith, to
         attend all meetings, to vote and act harmoniously, and to elect all
         members of the Board and officers annually.


                                       II.
                 RESTRICTIONS ON TRANSFER OF SHARES

2.1      RESTRICTION ON SHARES. So long as all the Shareholders are alive, each
         shall not transfer or encumber, in any manner, the shares of the
         Corporation which he now owns or may hereafter acquire, except as
         follows:



<PAGE>


A.       SALE, TRANSFER OR ENCUMBRANCE OF SHARES. Any Shareholder who desires to
         sell, transfer or encumber all or any part of his shares shall first
         offer such shares for sale to the Corporation, and thereafter to the
         other Shareholders who are parties to this Agreement at the same price
         and on the same terms offered by a bonafide prospective purchaser, or
         transferee, as the case may be. Within thirty (30) days of receipt of a
         written offer, the Corporation shall have the right to purchase the
         entirety of the shares thus offered or any lesser portion thereof for a
         price in proportion to the offering price based on the number of shares
         it agrees to purchase. In the event that the Corporation does not
         purchase the entirety of the shares thus offered, the other
         Shareholders may purchase the shares not so accepted, and in such case
         shall be ratable to the respective holdings of such other Shareholders,
         but if any such Shareholder, entitled to purchase shares, fails to
         accept the offer, either in whole or in part, the other Shareholders
         may purchase the shares not so accepted. If such other Shareholders
         fail to purchase the shares within ten (10) days after written notice
         from the selling Shareholder that the Corporation has refused the offer
         of shares, the restrictions upon such shares, imposed by this
         paragraph, shall automatically terminate at the end of thirty (30) days
         from the date of the notice.

2.2      REVERSION OF STOCK UPON TERMINATION OF EMPLOYMENT. Upon the termination
         of employment with the Corporation of a Shareholder, all the shares
         held by said Shareholder shall revert to the Corporation, automatically
         and immediately, effective upon the date the employment terminates.
         Within ninety (90) days of the effective date of termination of
         employment, the Corporation shall tender to the terminated Shareholder
         an amount equal to the product of the book value of the Corporation and
         the percentage of stock held by the terminated Shareholder (calculated
         based upon the then issued and outstanding stock of the Corporation),
         as of the effective date of termination of employment.

2.3      OPTION TO PURCHASE STOCK ON DEATH OR TERMINATION OF EMPLOYMENT. Upon
         the death of a Shareholder, or upon the termination of employment of a
         Shareholder by the Corporation the remaining Shareholders shall have
         the option to purchase all the shares of stock of the Corporation owned
         by the deceased or terminating Shareholder, upon the following terms:

         A.       RIGHT TO PURCHASE. The right to purchase in such case shall be
                  ratable to the respective holdings of the remaining
                  Shareholders, but if any such Shareholder fails to exercise
                  his option, either in whole or in part, the other Shareholders
                  may purchase such shares. The option to purchase the shares of
                  the decedent shall be exercised by serving written notice on
                  the representative of the succession of the decedent or the
                  terminating employee ("Transferror") within fifteen (15) days
                  after the qualification of such representative or the
                  termination of employment. In the event the remaining
                  Shareholders fail to purchase all the stock of the deceased or
                  terminating Shareholder, the Corporation may elect to purchase
                  the remaining stock.

         B.       PURCHASE PRICE. The purchase price shall be determined
                  according to Section 2.4 of this Agreement.



<PAGE>



         C.       CLOSING. The closing of such purchase and sale shall take
                  place at the offices of the Corporation, on a date selected by
                  the Corporation, upon five (5) days notice to the Transferror,
                  which date shall not be more than one hundred eighty (180)
                  days from the date of the qualification of the Transferror or
                  the termination of employment and not less than thirty (30)
                  days following such date.

         D.       PAYMENT OF PURCHASE PRICE. In the event of the death of a
                  Shareholder, if the Shareholder is subject to an insurance
                  "buy-out" arrangement with the Corporation, the rights to
                  purchase the decedent's stock shall be exercisable only by the
                  Corporation and the Purchase Price shall be paid in full
                  within thirty (30) days of receipt of the proceeds by the
                  Corporation. Otherwise, and in the event a Shareholder's
                  employment is terminated, the purchase price shall be payable
                  as follows:

                  i.       Ten (10%) percent to be paid in cash; and

                  ii.      Ninety (90%) percent to be represented by a
                           promissory note executed by the purchasing
                           Shareholders, or the Corporation, as the case may be,
                           payable in one hundred twenty (120) equal monthly
                           installments, such note to be secured by the stock
                           and payable with interest thereon at a rate which
                           shall be established at the time of closing, and
                           which shall equal the average of the real estate
                           mortgage rate of interest charged by three (3) banks
                           with offices in Jefferson Davis Parish selected by
                           the Board of Directors of the Corporation.

         E.       SECURITY. Whenever a Shareholder purchases shares of capital
                  stock under this Agreement, such purchaser, unless he shall
                  have paid the entire purchase price in cash, shall, following
                  the delivery of the purchased stock, pledge the stock to the
                  Seller with a reservation of dividend and voting rights in
                  favor of the purchasing Shareholder, and deliver the
                  certificates of stock issued to the purchasing Shareholder to
                  the Seller as security for the payment of the unpaid purchase
                  price; and such capital stock shall be so held until the
                  entire purchase price shall be paid. Upon full payment of the
                  purchase price, the stock shall be returned to the purchasing
                  Shareholder.

         F.       FAILURE TO EXERCISE OPTION. Upon the failure of the surviving
                  Shareholders and/or the Corporation to exercise the option to
                  purchase all the shares of stock of the Corporation owned by
                  the decedent within one hundred eighty (180) days of his
                  death, the restrictions imposed in this paragraph shall
                  terminate.

2.4      PURCHASE PRICE. The price for each share of capital stock to be sold
         under paragraph 2 of this Agreement shall be as follows:

         A.       In the event of death, the product of the equity interest of
                  the Shareholder, as of



<PAGE>


                  the date of death, and the amount specified in the latest
                  executed Certificate of Agreed Value.

         B.       In the event of a termination of employment the product of the
                  value of equity interest of the Shareholder and the value of
                  the Corporation as determined by the Corporation's public
                  accounting firm. For purposes of ascertaining the value of the
                  Corporation, the following shall be observed:

                  i.       No allowance shall be made for good will;

                  ii.      All accounts payable shall be taken at face amount,
                           less discounts deductible therefrom, unless in the
                           opinion of the Corporation's accountant, a reserve is
                           necessary;

                  iii.     All furniture and fixtures and equipment are to be
                           computed at the depreciated value appearing on the
                           books of the Corporation;

                  iv.      Inventory or supplies shall be computed at cost or
                           market value, whichever is lower;

                  v.       All unpaid and accrued federal, state, city and
                           municipal taxes, including, but not limited to,
                           sales, payroll, unemployment insurance, excise,
                           franchise and income, shall be deducted as
                           liabilities. The Federal Income Surtax Exemption and
                           State Income Tax Exemption shall be prorated for the
                           fiscal year involved. If the Corporation is treated
                           as an "S" corporation on the valuation date, state
                           and federal taxes shall be accrued as if the
                           Corporation was not an "S" corporation;

                  vi.      Death proceeds of insurance held by the Corporation,
                           if any, insuring the life of a deceased Shareholder
                           whose stock is being valued for purchase under this
                           Agreement, shall not be included in the valuation to
                           the extent such proceeds exceed the unpaid premiums
                           and cash value on the policy of the insured
                           Shareholder;

                  vii.     The date of determination of the stock value
                           ("Valuation Date") shall be the last day of the month
                           immediately preceding the making of the Transferror's
                           offer, or the termination of the Shareholder's
                           employment.

                  viii.    Contractual obligations of the Corporation,
                           contingent or otherwise, under non-qualified
                           "Deferred Compensation Agreements", "Salary
                           Continuation Agreements", or other such agreements
                           shall be fully valued as a liability of the
                           Corporation without discount for interest or any
                           contingency, including the termination of employment
                           of any contracting employee, which might reduce or
                           terminate the Corporation's obligation under such
                           agreement, unless such a contingency as to a
                           contractual obligation occurred before or on the date
                           of valuation, in which event, the


<PAGE>


                           resulting reduction or termination in value of the
                           Corporation's liability shall be considered;

         C.       The cost of determination of such purchase price shall be paid
                  by the Corporation;

2.5      ENDORSEMENT OF STOCK CERTIFICATE. All certificates for shares of the
         Corporation shall be endorsed with a statement indicating that transfer
         of the shares represented by the certificate are subject to
         restrictions contained in this Shareholders' Agreement.

2.6      VALUE OF PURCHASE PRICE FOR TAX PURPOSES. It is understood that the
         Purchase Price, determined as set forth hereinabove, shall be the value
         of the purchased shares for all tax purposes. In the event such value
         is later increased by any federal or state taxing authority, any tax
         liability resulting from such increase shall be borne by the parties
         equally.

2.7      DEADLOCK. If any Shareholder becomes dissatisfied with the other
         Shareholders, the operation of the Corporation, or otherwise, the
         dissatisfied Shareholder shall have the right to deliver to the other
         Shareholders in identical form a written offer setting forth the price
         and other terms at which the offering Shareholder both:

         A.       Irrevocably offers to sell all, but not less than all, his
                  interest in the Corporation to the other Shareholders, or

         B.       Irrevocably offers to buy all, but not less than all, the
                  other Shareholders' interest in the Corporation.

                  i.       Within fifteen (15) days after the offering
                           Shareholder delivers said offer to the other
                           Shareholders, the other Shareholders must accept
                           either the offer to sell or the offer to buy by
                           delivery of a written acceptance of either the offer
                           to sell or the offer to buy. Should the decision of
                           the other Shareholders to buy or sell not be
                           unanimous, each Shareholder who dissents from the
                           majority decision shall have the right to join with
                           the offering Shareholder to sell his interest to, or
                           to buy the interests of, the remaining other
                           Shareholders, as the case may be. If the other
                           Shareholders fail to deliver said notice of
                           acceptance within such thirty (30) day period, the
                           offering Shareholder shall elect which offer has been
                           accepted and shall give notice of such election to
                           the other Shareholders within ten (10) days after
                           such thirty (30) day period.

                  ii.      Any offer, acceptance or notice of election under
                           this Agreement shall be deemed to be duly delivered
                           when delivered in person or when mailed by certified
                           mail, postage prepaid, addressed to the appropriate
                           recipient thereof at his last known address as shown
                           on the books of the Corporation.


<PAGE>


                  iii.     If there shall be more than one Shareholder
                           purchasing pursuant to this section, each of such
                           purchasing Shareholders shall be entitled to purchase
                           such proportionate part of the Corporation's
                           interests, being sold pursuant to this, as the
                           percentage interest then owned by him bears to the
                           total percentage interest then owned by all of the
                           Shareholders who shall desire to purchase part of the
                           Corporation's interests being sold, or such greater
                           part of the Corporation's interests being sold as
                           shall be agreed upon by all the Shareholders who
                           shall desire to purchase part of the Corporation's
                           interests being sold pursuant thereto.

                  iv.      The closing of any purchase and sale under this
                           section shall be held at the principal office of the
                           Corporation (or such other place as may be agreed
                           upon by the offering Shareholder and the other
                           Shareholders), within ninety (90) days after delivery
                           of the initial offer to the other Shareholders. At
                           the closing, the amount of the purchase price shall
                           be paid in cash, or otherwise as specified in the
                           initial offer, against delivery of all documents
                           necessary to transfer all of the selling
                           Shareholder(s)' interests.

2.8      INDEBTEDNESS OF A SHAREHOLDER. In the event that there is a purchase
         and sale of shares of stock or interest therein, pursuant to the
         provisions herein above, and there is any indebtedness owed by the
         selling Shareholder or his estate to any party to this Agreement, then,
         notwithstanding the said provisions relating to the payment of the
         purchase price, any amount to be paid for the stock being purchased
         shall be applied first to reduce and satisfy any indebtedness owed by
         the selling Shareholder or his estate to any party under this
         Agreement.

2.9      DEFAULT. In the event of a default in any payment as provided for in
         Paragraph 2.3 herein above, the Seller shall deliver to the surviving
         or remaining Shareholders that portion of the shares of the purchasing
         Shareholder equal to the ratio that the amount paid bears to the total
         purchase price, and shall retain the balance of such shares. The estate
         or the Seller, whichever the case may be, shall retain the portion of
         the purchase price received and shall have a claim against the
         surviving or remaining Shareholders for the difference between the
         value of the shares as of the date of purchase and the value thereof as
         of the date of default. No other claim for damages shall be available
         to the estate or the Seller.

                                      III.
                          ISSUANCE OF ADDITIONAL STOCK

3.1      No additional capital stock of this Corporation shall hereafter be
         authorized, and no additional authorized capital stock of this
         Corporation shall hereafter be issued, without the unanimous consent of
         all the Shareholders.


<PAGE>


                                       IV.
                                 NON-COMPETITION

5.1      NON-COMPETITION. In consideration of the issuance of stock in the
         Corporation and the mutual obligations assumed under this Agreement by
         each Shareholder and by the Corporation, each Shareholder agrees that
         except as may be specifically agreed to in writing by the Corporation,
         for throughout the term of this Agreement and during a period of two
         (2) years following its termination, he shall not carry on or engage or
         participate in any business the same as or in competition with the
         Corporation within Jefferson Davis Parish. The phrase "the business of
         the Corporation" means provision of physical therapy, occupational
         therapy and/or cardiac rehabilitation services. The phrase "carry on or
         engage or participate in a business the same as or in competition with
         the Corporation" shall include but not be limited to, the doing, by the
         Shareholder, of any of the following listed acts:

         A.       carrying on or engaging in any such business as a principal,
                  or on his own account, or solely or jointly with others, or as
                  a director, officer, agent, employee, consultant or partner
                  (general or limited) or stockholder or holder of any
                  partnership interest (general or limited) or holder of any
                  equity interest or membership interest of any entity,
                  including a sole proprietorship, corporation, partnership,
                  limited partnership or limited liability company; or

         B.       as agent or principal carrying on or engaging in any
                  activities or negotiations with respect to the acquisition or
                  the disposition of any such business; or

         C.       giving advice to any other person, firm, association or
                  corporation engaging in any such business; or

         D.       lending or allowing his name or reputation to be used in any
                  such business; or

         E.       allowing his skill, knowledge, experience or reputation to be
                  used in any such business; or

         F.       calling upon any person or entity to which the Corporation has
                  heretofore provided, is currently providing or has heretofore
                  been negotiating for the provision of physical therapy,
                  occupational therapy or cardiac rehabilitation services, for
                  the purpose of soliciting, diverting, enticing away the
                  business of such person or entity, or otherwise disrupting the
                  previously established or future relationship between such
                  person and the Corporation; or

         G.       hiring, offering to hire, or employing, or entering into
                  business with, whether as a joint venture, partnership,
                  corporation or otherwise, or offering or agreeing to do any of
                  the foregoing with any employees of the Corporation within
                  Jefferson Davis Parish.


<PAGE>


5.2      ENFORCEMENT. It is the desire and intent of the parties that the
         provisions of this Article V shall be enforced to the fullest extent
         permissible under the laws and public policies applied in each
         jurisdiction in which enforcement is sought. Accordingly, to the extent
         that the covenant hereunder shall be adjudicated to be invalid or
         unenforceable in any one such jurisdiction, this Article V shall be
         deemed amended to delete therefrom or reform the portion thus
         adjudicated to be invalid or unenforceable, such deletion or
         reformation to apply only with respect to the operation of this Article
         in the particular jurisdiction in which such adjudication is made.
         Moreover, each provision of this Agreement is intended to be severable;
         and in the event that any one or more of the provisions contained in
         this Agreement shall for any reason be adjudicated to be invalid or
         unenforceable in any jurisdiction, the same shall not affect the
         validity and enforceability of any other provisions of this Agreement
         in that jurisdiction, but this Agreement shall be construed in such
         jurisdiction as if such invalid or unenforceable provision had never
         been contained therein. The parties agree that upon the breach or
         threatened breach of any covenant of this Agreement, the Corporation
         would suffer irreparable harm for which it would have no adequate
         remedy at law and would, therefore, be entitled to injunctive relief
         against any such breach or threatened breach as well as whatever other
         remedies may be available to it.

                                       VI.
                                  TERMINATION

6.1      TERMINATION OF AGREEMENT. This Agreement shall terminate upon the
         occurrence of one of the following events:

         A.       The written agreement of the parties hereto or their permitted
                  successors in interest to that effect;

         B.       The bankruptcy, receivership, liquidation or dissolution of
                  the Corporation;

         C.       The disposal of all the shares of stock of any Shareholder
                  during his lifetime or by his succession representative or
                  estate upon his death, as to such retiring or deceased
                  Shareholder only, or

         D.       All of the issued and outstanding stock of the Corporation
                  becoming owned by a single Shareholder of the Corporation.

         E.       The Corporation or any of its officers, directors, or any
                  shareholder is:

                  (i)      convicted of a felony relating to (i) federal or
                           state health care program fraud or abuse; or (ii) the
                           neglect or abuse of a patient; or

                  (ii)     excluded or debarred from participation in the
                           Medicare or Medicaid programs.



<PAGE>


                                      VII.
                                   OPERATIONS


7.1      LHC Group, LLC shall manage the operations of the Corporation pursuant
         to a Management Services Agreement, and the Corporation should become
         fully integrated with LHC Group's operations and collaborate with its
         affiliates to maximize efficiency and profitability. Accordingly, the
         Shareholders unanimously agree that the Corporation shall enter into a
         Management Services Agreement with LHC Group, LLC conferring upon it
         the authority and power to manage the day-to-day operations of the
         Corporation and further providing it with the authority and powers
         customarily conferred upon a Manager of a limited liability company.

7.2      The Shareholders unanimously agree that the Corporation should embark
         on a path of growth to expand services into surrounding communities in
         Southwest Louisiana including but not limited to Lake Arthur, Crowley,
         and Lake Charles, doing business in markets outside of Jeff Davis
         Parish as Louisiana Physical Therapy, an affiliate of Louisiana Health
         Care Group, LLC. In furtherance of this goal, the Shareholders agree
         that LHC Group marketing personnel based in Jennings shall be allocated
         to promote the Corporation's services in proportion to the
         Corporation's Net Revenues compared to those of Jeff Davis Home Health,
         and Louisiana Hospice and Palliative Care of Jennings.

7.3      Unless otherwise agreed to by a two-thirds majority of the
         Shareholders, the Shareholders agree that the Corporation shall
         distribute to the Shareholders any Net Income in excess of the
         foreseeable needs of the Corporation within 60 days of the end of each
         calendar quarter.

7.4      The Corporation's books and records shall be kept on the accrual basis
         of accounting.


                                      VIII.
                               CONVERSION OPTION


8.1      In the event that LHC Group, LLC is sold, merged or otherwise acquired,
         or if it undertakes an initial public offering (collectively referred
         to herein as "Sale Event"), each shareholder of Hebert & Thibodeaux
         Physical Therapy, Inc. shall have the option to: (i) exchange its
         holdings of stock in the Corporation to LHC Group, LLC Membership Units
         at a value proportionate to the earnings of Corporation in relation to
         all other LHC Group, LLC operations or (ii) to sell its holdings of
         Stock in the Corporation to Louisiana Health Care Group, LLC at a price
         determined as the product of: (i) the Shareholder's percentage holdings
         of stock in the Corporation, and (ii) FIVE HUNDRED PERCENT (500%) of
         the Company's Earnings Before Interest, Taxes, Depreciation and
         Amortization (EBITDA) for the twelve calendar month period ending on
         the last day of the last calendar month prior to the event giving rise
         to the valuation. LHC Group, LLC shall give each Shareholder no less
         than ten (10) days written notice of the pendency of a


<PAGE>


         Sale event, and the Shareholder shall have an additional ten (10) days
         to exercise this Conversion Option.

8.2      In the event that the Shareholder elects to exercise the first
         alternative option, LHC Group, LLC agrees to complete the conversion of
         the Shareholder's stock to LHC Group Units and to issue the Units
         within thirty (30) days of receipt of notice of the exercise. The
         proportionate number of Units to be issued shall be calculated as the
         percentage holding of stock of the Shareholder multiplied by the
         product of (i) the total issued and outstanding Units of LHC Group, LLC
         as of the date of the notice and (ii) a fraction, the numerator of
         which is the Corporation's EBITDA and denominator of which is LHC
         Group, LLC's EBITDA. As a conditions precedent to the issuance of the
         Units by LHC Group, LLC, the Shareholder will: (i) execute a written
         consent to the Sale Event; and (ii) execute a counterpart to the
         Operating Agreement. The Units issued to the Shareholder shall be
         subject to all terms, conditions and restrictions contained in the
         Operating Agreement. The Shareholder shall be bound by the terms and
         conditions of the Sale Event in respect to the Units issued to it by
         LHC Group, LLC.

8.3      In the event that the Shareholder elects to exercise the second
         alternative option, LHC Group, LLC agrees to pay the purchase price by
         delivery of an unsecured, non-negotiable promissory note in the amount
         of the purchase price, with LHC Group, LLC as maker, 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 LHC Group, LLC. At
         its sole option and discretion, LHC Group, LLC may pay all or part of
         the purchase price in cash at the time of the transfer.

8.4      This Conversion Option shall terminate upon the earlier to occur of:

         A.       The termination of this Agreement;

         B.       The disposal of all the shares of stock of any Shareholder
                  during his lifetime or by his succession representative or
                  estate upon his death, as to such retiring or deceased
                  Shareholder only; or

         C.       Upon the withdrawal of Louisiana Health Care Group, LLC as a
                  shareholder of the Corporation.

8.6      The parties acknowledge and agree that it is their intention for this
         Conversion Option to operate only so long as the Sale Event actually
         occurs and closes. In the event that the Sale 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 Shareholder shall surrender any Units received and,
         likewise shall have returned to him the stock tendered for conversion,
         or the stock shall be returned and the purchase price shall be returned
         or promissory note cancelled, as the case may be.



<PAGE>


8.5      LHC Group, LLC, the sole Member and Manager of Louisiana Health Care
         Group, LLC, intervenes in this Shareholders' Agreement to acknowledge
         and agree to the terms of this Conversion Option and to ratify such
         terms.

                                       IX.
                                  MISCELLANEOUS


9.1      SHAREHOLDERS' RIGHTS OF CONTRIBUTION. If for any reason, a Shareholder
         sustains any liabilities or is required to pay any losses arising out
         of, or directly connected with, the Corporation, or the execution of
         any agreements or guarantees in connection with the Corporation's
         operations, which are in excess of his, her or its proportionate
         holdings of shares in the Corporation, the other Shareholders shall
         promptly reimburse the affected Shareholder this excess, so that each
         and every Shareholder of the Corporation will then have paid its
         proportionate share of such losses to the full extent of its holdings
         of shares in the Corporation.

9.2      GOVERNING LAW. This Agreement, and all transactions contemplated
         hereby, shall be governed by, construed and enforced in accordance with
         the laws of the State of Louisiana.

9.3      RECORDS AND ACCOUNTS. Each business enterprise of the Corporation shall
         maintain its own records and books of accounts, separate and apart from
         any other business enterprise of the Corporation.

9.4      AMENDMENTS; MODIFICATION. This Agreement may be amended, modified, or
         altered only by execution of a written agreement authorized by
         corporate resolution and signed by all the parties hereto.

9.5      NOTICES. Any and all notices, designations, consents, offers,
         acceptances, or any other communication provided for herein, shall be
         given in writing by United States certified mail addressed, in the case
         of the Shareholders, to his address appearing in the records of the
         Corporation, or to his residence, or to such other address as may be
         designated by him, and, in the case of the Corporation, to the
         principal office of the corporation, and shall be considered to have
         been delivered on the 5th day following the date stamped by the post
         office.

9.6      SEVERABILITY. The invalidity or unenforceability of any particular
         provision of this Agreement shall not affect the other provisions
         hereof and the Agreement shall be construed in all respects as if such
         invalid or unenforceable provision had been omitted.

9.7      BINDING EFFECT. This Agreement shall bind and, unless inconsistent with
         its provisions, shall inure to the benefit of the Executor,
         Administrator or Succession Representative, and the heirs and permitted
         assigns of each of the Shareholders.


<PAGE>



9.8      ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
         the parties with respect to the matters addressed herein. This
         Agreement shall not be construed or interpreted as a contract of
         employment. This Agreement supersedes any prior Agreement of the
         parties.


         THUS DONE AND SIGNED, in Jennings, Louisiana on the day and year first
above written.

WITNESSES                                       "SHAREHOLDERS"


/s/ Barr Brown                                  /s/ David D. Hebert
------------------------------                  --------------------------------
                                                David D. Hebert

/s/                                             /s/ Christopher B. Thibodeaux
------------------------------                  --------------------------------
                                                Christopher B. Thibodeaux

"INTERVENOR"

LHC GROUP, LLC



BY: /s/ Keith G. Myers                          /s/ Kevin P. Touchet
   ---------------------------                  -------------------------------
   Keith G. Myers, Manager                      Kevin P. Touchet


                                                /s/ Daryl J. Albro
                                                -------------------------------
                                                Daryl J. Albro


"CORPORATION"
HERBERT AND THIBODEAUX                          LOUISIANA HEALTH CARE
PHYSICAL THERAPY, INC.                          GROUP, LLC

                                                BY: LHC GROUP, LLC, Manager


BY: /s/ Christopher B. Thibodeaux               BY:  /s/ Keith G. Myers
   ------------------------------                   ---------------------------
Christopher Thibodeaux, Secretary-Treasurer           Keith G. Myers, Manager



                        /s/ R. A. MacMillan
                     -----------------------------
                          Notary

<PAGE>



                           CERTIFICATE OF AGREED VALUE


         WHEREAS, Louisiana Health Care Group, LLC, David D. Hebert, Christopher
B. Thibodeaux, Kevin P. Touchet and Daryl J. Albro, (hereinafter referred to as
"Shareholders"), own all of the outstanding shares of Hebert & Thibodeaux
Physical Therapy, Inc., a Louisiana corporation, (hereinafter referred to as
"Corporation"), and

         WHEREAS, Shareholders and Corporation have executed an Agreement
containing certain restrictions and obligations on the shares of stock of said
Corporation,

         NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements contained in this Agreement, it is hereby agreed by the
undersigned as follows:

1.       Value. Pursuant to Paragraphs 2.3 and 2.4 of said Agreement for the
purposes therein stated, for the current calendar year and continuing until a
new Certificate is executed by the parties hereto, the value of the shares of
said Corporation is hereby agreed to be_______________ DOLLARS ($_______) per
share.

         THUS DONE AND SIGNED, on this the___day of____________, 200__, and
effective the_____day of_____________, 200__ in Jennings, Louisiana.


SHAREHOLDERS                       HEBERT AND THIBODEAUX PHYSICAL THERAPY, INC.
                                   "CORPORATION"


                                   BY:
--------------------------             ---------------------------------------
David D. Hebert                       Christopher Thibodeaux, Sect-Treasurer


--------------------------         LOUISIANA HEALTH CARE GROUP, LLC
Christopher B. Thibodeaux          Shareholder

                                   BY:   LHC GROUP, LLC, Manager


                                   BY:
--------------------------            -------------------------------------
Kevin P. Touchet                        Keith G. Myers, Manager


--------------------------
Daryl J. Albro