FOURTH AMENDMENT TO MANAGED CARE ALLIANCE AGREEMENT

                                                                    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