SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT

SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT

This Second Amendment to Asset Purchase Agreement (“Amendment”) is made and entered into effective this 25th day of February by and between Amedisys, Inc., a Delaware corporation, and/or those wholly owned (directly or indirectly) individual subsidiaries of Amedisys, Inc. to which it assigns its rights under the Asset Purchase Agreement referenced below prior to the Closing as Purchaser (hereinafter referred to collectively as “Purchaser”) and the individual entities executing this Amendment on the execution page, attached, as Seller (hereinafter referred to collectively as “Seller”). Purchaser and Seller are referred to at times in this Amendment as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Purchaser and Seller entered into that certain Asset Purchase Agreement dated January 5 , 2004 (the “Agreement”); and

WHEREAS, the Parties, pursuant to the First Amendment to the Asset Purchase Agreement dated January 31, 2004, modified the closing dates upon which certain of the Agencies’ assets would by transferred by Seller to Purchaser; and

WHEREAS, the Parties wish to again modify the schedule of closing dates to allow for the Closing of the sale of assets of Spalding Regional Home Health to take place on April 1, 2004.

NOW THEREFORE, the Parties, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, agree as follows:

1. Schedule 2.01 of the Agreement is hereby amended, restated and replaced in whole, in accordance with the revised Schedule 2.01 attached hereto as Exhibit A.

2. All defined terms used in this Amendment but not otherwise defined herein shall have the meanings given to such terms in the Agreement.

3. Except as otherwise set forth herein, no terms or provisions of the Agreement are amended or modified by this Amendment.

4. To the extent this Amendment is inconsistent or conflicts with the Agreement, this Amendment shall control.

[Signature Pages Follow]

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Exhibit A

Schedule 2.01

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