EXHIBIT 10.4


                         GENTIVA HEALTH SERVICES, INC.


                         EXECUTIVE OFFICERS BONUS PLAN

SECTION 1. PURPOSE.


    Gentiva Health Services, Inc. (the "Company") hereby establishes, subject to
shareholder approval, this Executive Officers Bonus Plan (the "Plan") in order
to provide the Company's executive officers with an opportunity to earn annual
bonus compensation, contingent on the achievement of certain performance goals,
as an incentive and reward for their leadership, ability and exceptional
services.


SECTION 2. DEFINITIONS.

    2.1 "Award" means the amount of bonus compensation to which an Eligible
Employee is entitled for each Plan Year as determined by the Committee pursuant
to Section 4 of the Plan.

    2.2 "Code" means the Internal Revenue Code of 1986, as amended, including
applicable regulations thereunder.

    2.3 "Committee" means a committee of the Company's Board of Directors (the
"Board") consisting of not less than two persons who, to the extent required to
satisfy the exception for performance-based compensation under Section 162(m) of
the Code are "outside directors" within the meaning of such section. The members
of the Committee shall serve at the pleasure of the Board.

    2.4 "Determination Date" means the day immediately preceding the first day
of a Plan Year or such later date by which the Committee may establish
performance goals for a Plan Year without causing an Award to be treated as
other than performance-based compensation within the meaning of Section 162(m)
of the Code.

    2.5 "Eligible Employee" means any executive officer of the Company.

    2.6 "Plan Year" means a fiscal year of the Company.

SECTION 3. ADMINISTRATION.

    The Plan shall be administered by the Committee. The Committee shall have
the authority to establish performance goals for the awarding of Awards for each
Plan Year, to determine the Eligible Employees to whom Awards are to be made for
each Plan Year; to determine whether performance goals for each Plan Year have
been achieved; to authorize payment of Awards under the Plan; to adopt, alter
and repeal such administrative rules, guidelines and practices governing the
Plan as it shall deem advisable; and to interpret the terms and provisions of
the Plan. All determinations made by the Committee with respect to the Plan and
Awards thereunder shall be final and binding on all persons, including the
Company and all Eligible Employees.

SECTION 4. DETERMINATION OF AWARDS.

    The amount of an Award for any Plan Year shall be an amount not greater than
the lesser of 200% of such Eligible Employee's annual base salary or $2.5
million, which amount shall be determined based on the achievement of one or
more performance goals established by the Committee with respect to such
Eligible Employee. Performance goals may vary from Eligible Employee to Eligible
Employee and shall be based upon such one or more of the following performance
criteria as the Committee may deem appropriate: appreciation in share value,
total shareholder return, earnings per share, operating income, net income, pro
forma net income, return on equity, return on designated assets, return on
capital, economic value added, earnings, revenues, expenses, operating profit
margin,

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operating cash flow, gross profit margin, net profit margin, employee turnover,
employee headcount, labor costs, customer service, and accounts receivable. The
performance goals may be determined by reference to the performance of the
Company, or of a subsidiary or affiliate, or of a division or unit of any of the
foregoing. No later than the Determination Date, the Committee shall establish
(i) the Eligible Employees who shall be eligible for an Award for such Plan
Year, (ii) the performance goals for such Plan Year and (iii) the corresponding
Award amounts payable under the Plan upon achievement of such performance goals.

SECTION 5. PAYMENT OF AWARD.


    An Award (if any) to any Eligible Employee for a Plan Year shall be paid in
a single lump sum in cash as soon as practicable after the end of the Plan Year,
provided, however, that the Committee shall have first certified in writing
(i) that a performance goal with respect to such Eligible Employee for such Plan
Year was satisfied and the level of such goal attained, and (ii) the amount of
each such Eligible Employee's Award. If an Eligible Employee dies after the end
of a Plan Year but before receiving payment of any Award, the amount of such
Award shall be paid to a designated beneficiary or, if no beneficiary has been
designated, to the Eligible Employee's estate, in the form of a lump sum payment
in cash as soon as practicable after the Award for the Plan Year has been
determined and certified in accordance with this Section 5. Notwithstanding the
foregoing, the Committee may determined, by separate employment agreement with
any Eligible Employee or otherwise, that all or a portion of an Award for a Plan
Year shall be payable to the Eligible Employee upon the Eligible Employee's
death, disability or termination of employment with the Company, or upon a
change of control of the Company, during the Plan Year.


SECTION 6. NON-TRANSFERABILITY.

    No Award or rights under this Plan may be transferred or assigned other than
by will or by the laws of descent and distribution.

SECTION 7. AMENDMENTS AND TERMINATION.

    The Board may terminate the Plan at any time and may amend it from time to
time, provided, however, that no termination or amendment of the Plan shall
adversely affect the rights of an Eligible Employee or a beneficiary to a
previously certified Award. Amendments to the Plan may be made without
shareholder approval except as required to satisfy Section 162(m) of the Code.

SECTION 8. GENERAL PROVISIONS.

    8.1 Nothing set forth in this Plan shall prevent the Board from adopting
other or additional compensation arrangements. Neither the adoption of the Plan
or any Award hereunder shall confer upon an Eligible Employee any right to
continued employment.

    8.2 No member of the Board of the Committee, nor any officer or employee of
the Company acting on behalf of the Board or the Committee, shall be personally
liable for any action, determination or interpretation taken or made with
respect to the Plan, and all members of the Board or the Committee and all
officers or employees or the Company acting on their behalf shall, to the extent
permitted by law, be fully indemnified and protected by the Company in respect
of any such action, determination or interpretation.

SECTION 9. EFFECTIVE DATE OF PLAN.

    The Plan shall become effective on January 1, 2000, subject to approval by
the shareholders of the Company.

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