<PAGE>
                                                                   Exhibit 10.1


                               EXCHANGE AGREEMENT


         EXCHANGE AGREEMENT ("Agreement") made effective this 14th day of Sept.,
2004, by and among LOUISIANA HEALTH CARE GROUP, LLC ("LHCG"), LHC GROUP, LLC
("LHC Group") and BETA HOME CARE, INC. ("Beta"). LHCG, LHC Group and Beta are
referred to, collectively, herein as the "Parties". Christopher Baggett
("Baggett") and John Rudd ("Rudd") also join in this Agreement for the purposes
of acknowledging and agreeing to the actions of Beta.

                                    RECITALS

         The Parties are the sole members of Acadian Home Health Care Services,
LLC ("Acadian"), each owning the membership interest percentage ("Membership
Interest") opposite their name on Schedule A attached hereto.

         Baggett and Rudd are the sole shareholders of Beta.

         Pursuant to the terms of a written operating agreement effective
January 1, 2004 by and among the Parties ("Operating Agreement") and
acknowledged to be the current operating agreement of Acadian (a copy of which
is attached as Exhibit I), Beta has an option to convert its Membership
Interest in Acadian 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),
         Beta shall transfer, convey and deliver to LHC Group all right, title
         and interest in the Membership Interest of Beta in Acadian, in
         exchange for the following:

         1.1      300,000 shares of LHC Group common stock, as adjusted
                  proportionately for any and all stock splits (the "Restricted
                  Securities"); and

         1.2      cash consideration in an amount equal to the value of 153,772
                  shares of LHC Group common stock (without taking into
                  consideration, and which amount shall therefore not be
                  adjusted for, any stock splits between the date hereof and
                  the closing date of the Qualifying IPO) times the per share
                  offering price in a Qualifying IPO before underwriting
                  discounts and commissions, payable as follows:

                  (a)      One-half of such cash consideration shall be payable
                           in cash within thirty (30) days following the
                           closing date of the Qualifying IPO; and

                  (b)      The balance of such cash consideration shall be
                           payable within one hundred fifty (150) days
                           following the Closing Date of the Qualifying IPO.

2.       ISSUANCE OF STOCK CERTIFICATES/STOCK RESTRICTIONS. On the closing date
         of the Qualifying IPO, LHC Group shall issue stock certificates to
         Beta evidencing its ownership interest in the Restricted Securities.
         Beta, Rudd and Baggett hereby acknowledge that the Restricted


<PAGE>
         Securities will not be registered under the Securities Act (as defined
         below). Beta also agrees 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, Beta agrees to execute a lock up
         agreement in a form agreed to by LHC Group and the underwriters in the
         Qualifying IPO pursuant to which Beta 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 MEMBERSHIP INTEREST. On the closing date of the Qualifying
         IPO, Beta shall return to LHC Group any and all certificates or other
         instruments evidencing its ownership interest in Acadian, and shall,
         at the option of LHC Group, deliver such other evidence of the
         transfer of its interest to LHC Group as is reasonably required by LHC
         Group.

4.       REPRESENTATIONS.

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

         b.       Beta, Baggett and Rudd represent that they have received no
                  material information regarding this investment in LHC Group
                  other than information which is generally available to the
                  public. They further acknowledge and represent that they have
                  not made their decision to enter into this Agreement, or to
                  cause Beta 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.       Beta is converting its Membership Interests into the
                  Restricted Securities for its 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 it 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 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 Beta, Rudd and Baggett is an "accredited investor" as
                  defined in Rule 501(a) of Regulation D promulgated by the
                  Securities and Exchange Commission. Each of Beta, Rudd and
                  Baggett acknowledges that by reason of his or its business or
                  financial experience or the business or financial experience
                  of his professional advisor(s), he has the capacity to
                  protect his or its own interests in connection with Beta's
                  receipt of the Restricted Securities.


                                       2
<PAGE>
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 Beta's ownership of the Membership
                  Interest in Acadian and the Parties' relationship under the
                  Operating Agreement, provided that nothing in this Agreement
                  shall release any party of its 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 Operating Agreement with regards to the
                  Conversion Rights notwithstanding any provision to the
                  contrary contained therein. Beta, Rudd and Baggett hereby
                  release LHC Group, Acadian 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 and make the
                  cash payments 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. Beta, Baggett and Rudd agree to severally protect,
         defend, reimburse, pay, indemnify, release, dismiss, discharge and
         forever hold harmless LHC Group, its 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 Beta's ownership of the Membership
         Interest in Acadian, the Parties relationship under the Operating
         Agreement, or the representations made by Beta, Baggett and Rudd
         herein.

8.       CLOSING DATE RELEASE. In consideration for the receipt of the
         Restricted Securities and the promise of LHC Group to make the cash
         payments required by Section 1.2, Beta, Rudd and Baggett agree that on
         the Closing Date of the Qualifying IPO they will execute a general
         release of LHC Group and Acadian pursuant to which they agree to
         release LHC Group, Acadian 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
         Beta's ownership of the Membership Interest in Acadian, the Conversion
         Rights and the Parties' relationship under the Operating 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.


                                       3
<PAGE>
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]


                                       4
<PAGE>
         IN WITNESS WHEREOF, the Parties have signed this Agreement on the date
first written above.


WITNESSES:                              LHC GROUP, LLC

/s/ Elistca R. Comeaux
------------------------------
/s/ Judy Morton                         By: /s/ Keith G. Myers
------------------------------              -----------------------------------
                                            Keith G. Myers, Manager


                                        LOUISIANA HEALTH CARE GROUP, LLC
                                        By LHC Group, LLC, Manager

/s/ Elistca R. Comeaux
------------------------------
/s/ Judy Morton                         By: /s/ Keith G. Myers Manager
------------------------------              -----------------------------------
                                            Keith G. Myers, Manager


                                        BETA HOME CARE, INC.

/s/ Elistca R. Comeaux
------------------------------
/s/ Judy Morton                         By: /s/ Christopher Baggett
------------------------------              -----------------------------------
                                            Christopher Baggett, President


/s/ Elistca R. Comeaux
------------------------------
/s/ Judy Morton                         /s/ Christopher Baggett
------------------------------          ---------------------------------------
                                                 Christopher Baggett


                      [Signatures continued on next page]


                                       5
<PAGE>
/s/ Elistca R. Comeaux
------------------------------
/s/ Judy Morton                         /s/ John Rudd
------------------------------          ---------------------------------------
                                                      John Rudd


                            /s/ Richard A. MacMillan
                         ------------------------------
                                 NOTARY PUBLIC


                                       6
<PAGE>

                                  SCHEDULE A


                              MEMBERSHIP SCHEDULE
                   ACADIAN HOME HEALTH CARE SERVICES, L.L.C.
                             AS OF: JANUARY 1, 2004



LOUISIANA HEALTH CARE GROUP, LLC             62.50 UNITS

BETA HOMECARE, INC.                          37.50 UNITS