EXHIBIT 10.2

                               FOURTH AMENDMENT TO
                         MANAGED CARE ALLIANCE AGREEMENT

THIS AMENDMENT (the "Amendment") is entered into this 29th day of September,
2005 by and between CIGNA Health Corporation, for and on behalf of its CIGNA
Affiliates (individually and collectively, "CIGNA"), and Gentiva CareCentrix,
Inc. ("MCA").

                               W I T N E S S E T H

WHEREAS, CIGNA and MCA entered into a Managed Care Alliance Agreement which
became effective January 1, 2004 (the "Agreement") whereby MCA agreed to provide
or arrange for the provision of certain home health care services to
Participants, as that term is defined in the Agreement;

WHEREAS, the parties wish to amend certain provisions of the Agreement as set
forth below;

NOW THEREFORE, CIGNA and MCA agree as follows:

     1.   This Amendment shall be effective on September 29, 2005.

     2.   Section III.B. entitled Term of the Agreement shall be replaced in its
          entirety with the following provision:

          This Agreement shall be in full force and effect for a three (3) year
          and one month period terminating on January 31, 2007. Notwithstanding
          the foregoing, CIGNA may terminate this agreement effective January
          31, 2006 by providing MCA with no less than ninety (90) days advance
          written notice of its intention to terminate this Agreement. If CIGNA
          does not provide such written notice, then the Agreement shall
          continue in full force and effect until January 31, 2007. Thereafter,
          this Agreement shall automatically renew for consecutive one year
          terms without any further action by either party, unless either party
          elects not to renew this Agreement by providing at least ninety (90)
          days advance written notice to the other party, prior to the
          commencement of the next term.

          Notwithstanding the expiration or non-renewal of this Agreement
          pursuant to this Section B., this Agreement shall continue in effect
          with respect to those Payors covered under Service Agreements in
          effect as of the end of the term of this Agreement or the notice
          period, as applicable, but not to exceed twelve months from the
          effective date of termination or expiration.

          The parties shall establish capitation rates for year 2005 and 2006 in
          accordance with the methodology as set forth in Exhibit XXIV. All
          fee-for-service rates for 2005 and 2006 will be limited to the maximum
          inflation adjustments set forth in Exhibit XXIV. MCA will provide to
          CIGNA the information necessary to establish a capitation rate for
          2005 and 2006 no later than November 1st of 2004 and 2005,
          respectively. In the event that the parties are unable to reach an
          agreement as to new rates for 2006, either party may exercise its
          right to terminate this Agreement any time after January 31, 2006 by
          giving notice to the other party at least ninety (90) days in advance
          of the termination specified in such notice, and the 2005 rates shall
          continue in force until the effective date of such termination.

     3.   To the extent that the provisions in the Agreement, including any
          prior amendments, conflict with the terms of this Amendment (including
          the exhibits and schedules hereto), the terms in this


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          Amendment shall supersede and control. All other terms and conditions
          of the Agreement, as previously amended, including the Program
          Attachments and the Exhibits attached thereto, shall remain the same
          and in full force and effect. Capitalized terms not defined herein but
          defined in the Agreement shall have the same meaning as defined in the
          Agreement.

IN WITNESS WHEREOF, CIGNA and MCA have caused their duly authorized
representatives to execute this Amendment as of the date first written above.

CIGNA HEALTH CORPORATION

By:       _________________________________
Its:      _________________________________
Dated:  ___________________________________


GENTIVA CARECENTRIX, INC.

By:      __________________________________
Its:     __________________________________
Dated: ____________________________________


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