AMENDMENT TO
                         MANAGED CARE ALLIANCE AGREEMENT

THIS AMENDMENT (the "Amendment") is entered into this 15 day of July , 2005 by
and between CIGNA Health Corporation, for and on behalf of its 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
through its Represented Providers certain health care services to Participants
as that term is defined in the Agreement;

WHEREAS, in connection with the Medicare Prescription Drug, Improvement and
Modernization Act of 2003, as codified in sections 1860D-1 through 1860D-41 of
the Social Security Act, CIGNA has submitted to the Centers for Medicare and
Medicaid Services ("CMS") an application to become a Part D plan sponsor and
offer a Medicare Part D plan as set forth in the Medicare Prescription Drug
Benefit Plan Final Rules contained in 42 CFR Parts 422 and 423 ("PDP Final
Rules");

WHEREAS, MCA and its Represented Providers have agreed to serve as a provider
for CIGNA in connection with such Medicare Part D plan as set forth in this
Amendment;

WHEREAS, certain provisions are required to be included in the contract between
CIGNA and its subcontractors with respect to such Medicare Part D plan as
required by CMS and the PDP Final Rules; and

WHEREAS, the parties wish to amend the Agreement to reflect the terms and
conditions applicable to MCA's and its Represented Providers' participation in
CIGNA's Medicare Part D plan and to comply with the requirements of the PDP
Final Rules.

NOW THEREFORE, CIGNA and MCA agree as follows:

     1.   This Amendment shall be effective on January 1, 2006.


     2.   MCA and its Represented Providers agree to participate as a provider
          for CIGNA in connection with CIGNA's Medicare Part D plan. Such
          participation shall be governed by the terms and conditions set forth
          in the Agreement and the Medicare Part D Program Attachment attached
          hereto and made a part of the Agreement.

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


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IN WITNESS WHEREOF, CIGNA and MCA have caused their duly authorized
representatives to execute this Amendment.

CIGNA


By:       _________________________________

Its:      _________________________________

Dated:  ___________________________________



MCA

By:      __________________________________

Its:     __________________________________

Dated:   __________________________________


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                       MEDICARE PART D PROGRAM ATTACHMENT
                                       TO
                         MANAGED CARE ALLIANCE AGREEMENT

The terms and conditions of this Medicare Part D Program Attachment and the
Agreement are applicable to services rendered to Medicare Part D Participants.
As used in this Program Attachment, Participant means a Medicare Part D
Participant.

I.   DEFINITIONS


Covered Services - for purposes of this Program Attachment, Covered Services
means * prescription drugs provided to a Medicare Part D Participant in
accordance with a Service Agreement.

Medicare Part D Participant - means a Medicare eligible individual who is
eligible for Covered Services under Part D, for whom CIGNA receives payment from
the Centers for Medicare and Medicaid Services ("CMS"). For purposes of Medicare
Part D Participants, all references to Participants in the Agreement and this
Program Attachment shall mean Medicare Part D Participants.

Part D - means the Medicare Prescription Drug Program established by Section 101
of the Medicare Prescription Drug, Improvement, and Modernization Act of 2003
(MMA), as codified in sections 1860D-1 through 1860D-41 of the Social Security
Act.

Part D Plan Sponsor - means a nongovernmental entity that is certified under 42
CFR Part 423 as meeting the requirements and standards that apply to entities
that offer Part D prescription drug plans.

Negotiated Prices - means prices for Part D drugs that are available to Medicare
Part D Participants at the point of administration, and are reduced by those
discounts, direct or indirect subsidies, rebates, other prices concessions, and
direct or indirect remunerations that CIGNA has elected to pass through to Part
D Participants at the point of administration, including dispensing fees.

II.  SERVICES AND COMPENSATION

     A.   MCA through its Represented Providers shall provide those Covered
          Services within the scope of Represented Providers' practice that are
          required by Medicare Part D Participants in accordance with the terms
          of the Agreement, this Program Attachment and Program Requirements.
          The rates set forth in this Program Attachment shall be payment in
          full for such services. MCA and Represented Providers shall apply the
          correct cost-sharing amount (Medicare Part D Participant Deductibles,
          Copayments and Coinsurance), including cost-sharing applicable to
          Medicare Part D Participants who qualify for the Part D low income
          subsidy.

     B.   As applicable, MCA or Represented Providers shall have and maintain
          the capability to submit claims to CIGNA for Covered Services to a *.

     C.   At the point of administration or delivery of prescription drugs, MCA
          through its Represented Providers shall provide the Medicare Part D
          Participant with the lowest-priced, generically equivalent drug, if
          one exists for the Medicare Part D Participant's prescription, and
          shall inform the Medicare Part D Participant of the substitution.

     D.   MCA through its Represented Providers shall implement and maintain
          up-to-date * for Medicare Part D Participants, including, but not
          limited to: A.


* Confidential Treatment Requested


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<PAGE>

          (1) *; and
          (2) *.

     E.   MCA and Represented Providers shall provide to CIGNA all data on
          claims, utilization, medication therapy management, and other data
          required for compliance with Part D Quality Assurance standards, in
          the manner prescribed by CMS.

     F.   MCA and Represented Providers shall provide Medicare Part D
          Participants access to Negotiated Prices for Covered Part D drugs
          included in CIGNA's Part D formulary, at the point of administration.

     G.   MCA and Represented Providers acknowledge and agree that, upon
          becoming a Part D sponsor, CIGNA will monitor the performance of MCA
          and its Represented Providers on an ongoing basis.

     H.   If MCA or Represented Providers are owned by or under contract with a
          long-term care facility to provide prescription drugs to the
          facility's residents under the terms of the MCA Agreement, MCA and
          Represented Providers agree to abide by performance and service
          criteria for long-term care pharmacies as specified by CMS in the
          attached Exhibit marked "Long Term Care Guidance."

     I.   MCA through its Represented Providers will offer patient counseling
          services to Medicare Part D Participants when appropriate.

     J.   As applicable, MCA's Represented Providers shall review the prescribed
          drug therapy prior to dispensing each prescription to a Medicare Part
          D Participant, which review shall include screening the prescription
          against information in CIGNA's online system, as applicable, for
          potential drug therapy problems due to therapeutic duplication,
          age/gender-related contraindications, over- and under-utilization,
          drug-drug interactions, incorrect drug dosage or duration of drug
          therapy, drug-allergy contraindications and clinical abuse/misuse.

     K.   MCA or its Represented Providers shall establish and implement
          internal medication error identification and reduction systems.

     L.   If CIGNA delegates an activity or responsibility to MCA or its
          Represented Providers and CIGNA or CMS determines that MCA or its
          Represented Providers have not performed it satisfactorily, such
          delegation may be revoked.

     M.   MCA shall by contract require that its Represented Providers abide by
          the applicable requirements of the Agreement, including this Medicare
          Part D Program Attachment. MCA's activities with regard to Medicare
          Part D Participants shall be consistent and comply with CIGNA's
          contractual obligations as a Part D Plan Sponsor. MCA shall by
          contract require that the activities of its Represented Providers are
          consistent and comply with CIGNA's contractual obligations as a Part D
          Plan Sponsor. MCA's Represented Provider contracts shall include all
          of the provisions required by applicable law, including but not
          limited to, the provisions required by the PDP Final Rules.

III. COMPLIANCE WITH MEDICARE REQUIREMENTS

     A.   MCA and its Represented Providers shall comply with all applicable
state and federal statutory, regulatory and CMS requirements relating to
Medicare Part D Participants including, but not limited to, the requirements set
forth in the Medicare Prescription Drug, Improvement, and Modernization Act of
2003 ("MMA"), as codified in sections 1860D-1 through 1860D-41 of the Social


* Confidential Treatment Requested


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     Security Act (the Act) and the rules and regulations promulgated
thereunder, as amended from time to time. To the extent that any such legal
requirement is inconsistent with any of the terms and conditions of the
Agreement, such legal requirement shall control. MCA and Represented Providers
will cooperate and participate in CIGNA's efforts to comply with all applicable
statutory, regulatory and CMS requirements relating to Medicare Part D
Participants to the extent reasonably requested by CIGNA. The requirements of
the Act shall include, but shall not be limited to, the following:

     (1) MCA and its Represented Providers shall allow CIGNA and any applicable
     state or federal regulatory authorities, including but not limited to the
     Department of Health and Human Services, the Comptroller General, CMS, or
     their designees, to inspect, evaluate and audit MCA's or its Represented
     Provider's contracts, books, prescription records, documents, papers and
     other records relating to Medicare Part D Participants, in accordance with
     42 CFR 413.505 (i)(2). This right to inspect, evaluate and audit shall
     extend no less than ten (10) years from the later of i) the final date of
     the contract period during which CIGNA holds the Part D contract with CMS,
     or ii) the date of completion of any audit relating to those books and
     records by the Department of Health and Human Services, the Comptroller
     General, CMS or their designees; or iii) such other date determined by CMS
     to be necessary.

     (2) MCA and its Represented Providers shall abide by all applicable state
     and federal privacy and security laws and regulations, including the
     confidentiality and security requirements of 42 C.F.R. 423.136. MCA and its
     Represented Providers shall abide by all applicable laws and regulations
     regarding confidentiality and disclosure of medical records, or other
     health and enrollment information, and shall safeguard the privacy of any
     information that identifies a particular Medicare Part D Participant. MCA
     and its Represented Providers shall have and maintain procedures that
     specify:

     (a). For what purposes the information is used within MCA and its
     Represented Providers; and

     (b). To whom and for what purposes MCA and Represented Providers disclose
     the information outside of the organization.

     MCA and Represented Providers shall ensure that medical information is
     released only in accordance with applicable federal or state law, or under
     court order or subpoena. MCA's and Represented Providers' records relating
     to Medicare Part D Participants shall be maintained in an accurate and
     timely manner as required by applicable laws and regulations. MCA and
     Represented Providers shall ensure timely access by Medicare Part D
     Participants to the records and information that pertain to them, in
     accordance with applicable laws and regulations.

     (3) Any services or other activity performed by MCA and its Represented
     Providers under the Agreement shall be consistent with and comply with the
     obligations of CIGNA under its Part D contract with CMS.

B.   MCA and its Represented Providers shall not hold any Medicare Part D
Participant liable for any fees under Part D that are the legal obligation of
CIGNA. MCA and its Represented Providers agree that in no event, including, but
not limited to non-payment by CIGNA, CIGNA's insolvency or breach of this
Agreement, shall MCA or its Represented Providers bill, charge, collect a
deposit from, seek compensation, remuneration or reimbursement from, or have any
recourse against Medicare Part D Participants or persons (other than CIGNA)
acting on their behalf for Covered Services. This provision shall not prohibit
collection of any applicable Copayments, Deductibles or Coinsurance.

IV.   TERM

     This Medicare Part D Program Attachment shall be effective for a period of
one year from its original effective date, or through December 31, 2006,
whichever is longer, and, thereafter, shall


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automatically continue in effect for successive one year periods, unless
terminated pursuant to the Termination provisions of the Agreement.


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                                    EXHIBIT A

Covered Services rendered by MCA's Represented Providers to Medicare Part D
Participants shall be reimbursed at the lesser of the applicable rate set forth
in Exhibit A to the HMO Program Attachment entitled HMO Program Attachment- Fee
For Service Reimbursement For Other Services or the Medicare maximum allowable
fee, less any applicable Copayments, Deductibles or Coinsurance amounts:


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                                     Exhibit
                             Long Term Care Guidance

Capitalized terms not defined herein but defined in the Agreement shall have the
same meaning as defined in the Agreement.

MCAs providing products and services to long term care ("LTC") facilities under
the Agreement shall comply with the following minimum Performance and Service
Criteria. LTC facilities include skilled nursing facilities as defined under
Title XVIII of the Social Security Act (the Act), or a medical institution or
nursing facility for which Medicaid makes payment throughout a month as defined
under Title XIX of the Act.

Performance and Service Criteria for Network LTC Pharmacies.

1. Comprehensive Inventory and Inventory Capacity - MCA must provide a
comprehensive inventory of Part D Plan formulary drugs commonly used in the long
term care setting. In addition, MCA must provide a secured area for physical
storage of drugs, with necessary added security as required by federal and state
law for controlled substances. This is not to be interpreted that the MCA will
have inventory or security measures outside of the normal business setting.

2. Pharmacy Operations and Prescription Orders - MCA must provide services of a
dispensing pharmacist to meet the requirements of pharmacy practice for
dispensing prescription drugs to LTC residents, including but not limited to the
performance of drug utilization review (DUR). In addition, the MCA pharmacist
must conduct DUR to routinely screen for allergies and drug interactions, to
identify potential adverse drug reactions, to identify inappropriate drug usage
in the LTC population, and to promote cost effective therapy in the LTC setting.
The MCA must also be equipped with pharmacy software and systems sufficient to
meet the needs of prescription drug ordering and distribution to an LTC
facility. Further, the MCA must provide written copies of the MCA's pharmacy
procedures manual and said manual must be available at each LTC facility nurses'
unit. MCA is also required to provide ongoing in-service training to assure that
LTC facility staff are proficient in the MCA's processes for ordering and
receiving of medications. MCA must be responsible for return and/or disposal of
unused medications following discontinuance, transfer, discharge, or death as
permitted by the applicable State Board of Pharmacy. Controlled substances and
out of date substances must be disposed of within State and Federal guidelines.

3. Special Packaging - MCA must have the capacity to provide specific drugs in
Unit of Use Packaging, Bingo Cards, Cassettes, Unit Dose or other special
packaging commonly required by LTC facilities. MCA must have access to, or
arrangements with, a vendor to furnish supplies and equipment including but not
limited to labels, auxiliary labels, and packing machines for furnishing drugs
in such special packaging required by the LTC setting.


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4. IV Medications - MCA must have the capacity to provide IV medications to the
LTC resident as ordered by a qualified medical professional. MCA must have
access to specialized facilities for the preparation of IV prescriptions (clean
room). Additionally, MCA must have access to or arrangements with a vendor to
furnish special equipment and supplies as well as IV trained pharmacists and
technicians as required to safely provide IV medications.

5. Compounding /Alternative Forms of Drug Composition - MCA must be capable of
providing specialized drug delivery formulations as required for some LTC
residents. Specifically, residents unable to swallow or ingest medications
through normal routes may require tablets split or crushed or provided in
suspensions or gel forms, to facilitate effective drug delivery.

6. Pharmacist On-call Service - MCA must provide on-call, 24 hours a day, 7 days
a week service with a qualified pharmacist available for handling calls after
hours and to provide medication dispensing available for emergencies, holidays
and after hours of normal operations.

7. Delivery Service - MCA must provide for delivery of medications to the LTC
facility up to seven days each week (up to three times per day) and in-between
regularly scheduled visits. Emergency delivery service must be available 24
hours a day, 7 days a week. Specific delivery arrangements will be determined
through an agreement between the MCA and the LTC facility. MCA must provide safe
and secure exchange systems for delivery of medication to the LTC facility. In
addition, MCA must provide medication cassettes, or other standard delivery
systems, that may be exchanged on a routine basis for automatic restocking. The
MCA delivery of medication to carts is a part of routine "dispensing".

8. Emergency Boxes - MCA must provide "emergency" supply of medications as
required by the facility in compliance with State requirements.

9. Emergency Log Books - MCA must provide a system for logging and charging
medication used from emergency/first dose stock. Further, the MCA must maintain
a comprehensive record of a resident's medication order and drug administration.

10. Miscellaneous Reports, Forms and Prescription Ordering Supplies - MCA must
provide reports, forms and prescription ordering supplies necessary for the
delivery of quality pharmacy care in the LTC setting. Such reports, forms and
prescription ordering supplies may include, but will not necessarily be limited
to, provider order forms, monthly management reports to assist the LTC facility
in managing orders, medication administration records, treatment administration
records, interim order forms for new prescription orders, and boxes/folders for
order storage and reconciliation in the facility.


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