SECOND AMENDMENT TO MANAGED CARE ALLIANCE AGREEMENT

                               SECOND AMENDMENT TO

                         MANAGED CARE ALLIANCE AGREEMENT

THIS AMENDMENT (the "Amendment") is entered into this 9th day of May, 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.    Effective July 1, 2005, the Agreement is amended to extend to CIGNA's

          Massachusetts, Maine, New Hampshire, Rhode Island and Vermont markets.

     2.    Effective July 1, 2005, the Agreement is amended to add Exhibit XXV -

          CIGNA NEW ENGLAND, attached hereto.

     3.    The parties agree that Paragraph 10 of the Amendment to the Agreement

          dated January 1, 2005 is null and void as of the effective date of

           such Amendment and shall have no force and effect.

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 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.

This Amendment shall take effect commencing on April 15, 2005

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:        Senior Vice President

      -------------------------------------

Dated:

      -------------------------------------

GENTIVA CARECENTRIX, INC.

By:

      -------------------------------------

Its:       President and COO

      -------------------------------------

Dated:

      -------------------------------------

<PAGE>

                                   EXHIBIT XXV

                                 CIGNA NEW ENGLAND

     Effective July 1, 2005, the Agreement shall extend to CIGNA's

     Massachusetts, Maine, New Hampshire, Rhode Island and Vermont (collectively

     "New England") markets. The terms and conditions of the Agreement,

     including the applicable Program Attachments, shall apply to Covered

     Services provided to Participants in New England ("CIGNA New England

     Participants") except as otherwise provided in this Amendment.

A.    Transition of Existing Patients/Provider Issues

     Effective July 1, 2005, MCA is responsible for the coordination of all new

     Covered Home Care Services for CIGNA New England Participants. CIGNA will

     direct Participating Providers, and coordinators of home care, and CIGNA

     Health Facilitation Center personnel to utilize MCA as the sole source of

     Covered Home Care Services for CIGNA New England Participants.

     No later than April 1, 2005, CIGNA and MCA agree to cooperate in good faith

     to establish a transition plan for CIGNA New England Participants. As part

     of that plan:

          o     A process to identify CIGNA New England Participants for

               transition, as may be required, will be developed. This process

               will include CIGNA requesting active CIGNA New England

               Participant patient lists from all Participating Providers of

               Covered Home Care Services in New England and authorizing MCA to

               contact those Participating Providers on behalf of CIGNA. Best

               efforts shall be made to produce an initial listing of CIGNA New

               England Participants subject to transition, with periodic updates

               with additional CIGNA New England Participant names identified

               over the April to June 2005 time period.

          o     CIGNA will provide each CIGNA New England Participant identified

               for transition with a transition notice as required by state

               regulations as soon as practicable following the issuance of the

               initial or subsequent transition listings. MCA and Represented

               Providers will be responsible for patient transition activities

               subsequent to notice from CIGNA.

          o      MCA will contact all Represented Providers and notify them of the

               requirement to cease all billings to CIGNA for all Covered Home

               Care Services and commence billing for such Covered Home Care

               Services through MCA.

     Further, CIGNA will:

          o     Terminate or suspend any direct agreements with any CIGNA New

               England Participating Provider of Covered Home Care Services for

               HMO, Gatekeeper and PPO Program Plans, effective June 30, 2005.

B.    Compensation and Billing.

     CIGNA and MCA agree that the terms and conditions applicable to the

     compensation portions of the Agreement, Exhibits, the applicable Program

     Attachments and rate schedules shall be applicable to Covered Home Care

     Services provided to CIGNA New England Participants, except as otherwise

     provided in this Amendment.

     Notwithstanding the capitation rate set forth in the Agreement, should the

     Baseline PMPM as calculated in Section C below entitled "Baseline PMPM

     Rate" be below * PMPM, then the capitation rate for CIGNA New England HMO

     Program and Gatekeeper Program Participants will be the Baseline PMPM as

     defined

*Confidential Treatment Requested

                                         2

<PAGE>

     and calculated in Section C below * (the "NE CAP PMPM") per member per

     month effective July 1, 2005. The NE