Exhibit 10.24

                          VISTA HOSPICE CARE LETTERHEAD



July 31, 1998

Perry G. Fine, M.D.
3?30 Millcreek Road
Salt Lake City, UT 84109

Dear Perry:

I apologize for the delay in getting this letter out to memorialize our
conversation regarding the change in your compensation. You are a delight to
work with and have made a significant contribution to our current success. Our
future will no doubt be brighter due to your continued efforts.

As of July 1, 1998, your base salary will be raised to $150,000 reflecting the
change from part time to full time status. This salary will be reviewed and
adjusted on an annual basis. In addition to your base salary, you will be
eligible for a 40% bonus based on meeting both personal and company objectives.
In addition to this short-term compensation, you have been awarded an additional
100,000 options which will bear an exercise price of $1.50. The option agreement
for the additional shares is attached and should be signed and returned to Ann
Marie.

Again, Perry, thank you for making such a difference to VistaCare. I look
forward to working with you for the many years to come!


Warm regards,


Barry M. Smith
President


Enclosure