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:
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Its: Senior Vice President
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Dated:
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GENTIVA CARECENTRIX, INC.

By:
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Its: President and COO
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Dated:
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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

and calculated in Section C below * (the "NE CAP PMPM") per member per
month effective July 1, 2005. The NE CAP PMPM rate shall be effective from
July 1, 2005 up to and including December 31, 2005. The NE CAP PMPM rate
will be allocated among the existing HMO Program and Gatekeeper Program
membership based on the weighted average of membership within each Program.

If the Baseline PMPM is at or above *, then the NE CAP PMPM shall be * for
the term of this Amendment.

Between June 1, 2005 and June 30, 2005, MCA shall be reimbursed for all
Covered Home Care Services at the existing fee-for-service rates applicable
to each Program. CIGNA and MCA agree to Amend the Agreement under: (1)
Exhibit A to the HMO Program Attachment - Fee For Service, Reimbursement
For Other Services, Rate Area Designations; (2) Exhibit A to the PPO &
Indemnity Program Attachment, Reimbursement For Other Services, Rate Area
Designations; and (3) Exhibit A to Gatekeeper Program Attachment - Fee For
Service, Reimbursement For Other Services, Rate Area Designations to
identify Massachusetts and Rhode Island as Rate Area and Rate Designation*.

C. Baseline PMPM Rate.

Attachment 1 Identified TINS contains a listing of Tax Identification
Numbers (TINs) for those providers that have historically provided Covered
Home Care Services to CIGNA New England Participants. Each TIN is
designated on Attachment 1 as either "*" or "*". Attachment 2 Master List
of HCPCs represents a listing of Covered Home Care Services provided to
CIGNA New England Participants. On Attachment 2, each HCPC is designated as
"*" services or "*" services.

No later than *, CIGNA shall provide MCA with a "* Report" for CIGNA New
England Participants covered under Commercial HMO, Gatekeeper FlexCare and
Open Access/Open Access Plus plans (the "CIGNA New England Managed Care
Participants") which will detail any * which meets all of the criteria
listed below for the purpose of establishing the Baseline PMPM:

HCPC code on the Master List of HCPCs
Date of Service (*)
* date (*)

The * Report shall include the following fields:

Provider TIN
Provider Name
Product Code
HCPC Code
*
*
Date of Service
Diagnosis Code
*
Member ID

MCA shall conduct a review of the * Report. Any Provider TIN(s) that appear
on the * Report but do not appear on Attachment 1 Identified TINS will be
reviewed and designated, as may be mutually agreed upon based on previously
agreed definitions of setting, as either "*" (*) or "*" (*). Attachment 1
will then be amended to reflect the additional TINs. Any TIN on the *
Report with a TIN designated as "*" will not be considered in determining
the Baseline PMPM. However, should additional information become available
to

*Confidential Treatment Requested

appropriately categorize a provider which either has no TIN and/or no
provider name as *, such provider may be redefined.

The "*" shall be the sum of services on the * Report which meets the
criteria below:

TINs with a designation "*"
HCPCs with a designation "*" services
Service rendered to CIGNA New England Managed Care Participant

No later than *, CIGNA will provide a report of its monthly membership of
CIGNA New England Managed Care Participants for the period *. The "Baseline
Membership" will be the summation of this monthly membership for the
defined period. The Baseline PMPM shall be determined using the following:

*
-------------------
Baseline Membership

D. Monthly Reporting

Commencing in *, for services provided on or after *, CIGNA will provide
MCA with a monthly report detailing any * to CIGNA New England Participants
that contained a HCPC code listed on Attachment 2 (the "Leakage Report") no
later than the * day of each month, excluding month one (*). The Leakage
Report shall contain the following information:

Provider TIN
Provider Name
Product Code
HCPC Code
*
*
Date of Service
*
Diagnosis Code
Member ID
Covered lives for the preceding month.

Should a monthly Leakage Report not be received within * day of the * day
of the month following the month that is the subject of the Leakage Report,
then for the purposes of the Reconciliation detailed in section E, any * by
CIGNA in the calendar month that is the subject of the delayed Leakage
Report*. For example, if the * Leakage Report *

E. Reconciliation.

No later than *, CIGNA shall provide MCA with a "Period Close Leakage
Report" for the CIGNA New England Participants which will detail any *
which meets all of the criteria listed below:

HCPC code on the Master List of HCPCs;
Dates of Service (*); and,
* date *

The Period Close Leakage Report shall include the following fields:

*Confidential Treatment Requested

Provider TIN
Provider Name
Product Code
HCPC Code
*
*
Date of Service
*
Diagnosis Code
Member ID

The parties acknowledge and agree that in the event of CIGNA's inability to
provide a Period Close Leakage Report to MCA no later than *.

The Leakage PMPM shall be calculated as follows:

MCA shall conduct a review of the Period Close Leakage Report. Any Provider
TIN(s) that appear on the Period Close Leakage Report but do not appear on
Attachment 1 Identified TINS will be reviewed and designated, as may be
mutually agreed upon based on previously agreed definitions of setting, as
either "*" or "*". Attachment 1 will then be amended to reflect the
additional TINs. Any TIN on the Period Close Leakage Report with a TIN
designated as "*" will not be considered in determining the Leakage PMPM.

The * shall be the sum of services on the "Period Close Leakage Report"
which meets the criteria below:

TINs with a designation "*"
HCPCs with a designation "*" services
Services rendered to CIGNA New England Managed Care Participants

Effective PMPM

The * Baseline Membership will be the sum of the monthly membership for
CIGNA New England Managed Care Participants for each month during the
period *. The * Baseline Membership shall include all months in this time
period whether or not CIGNA * Leakage Report *

The Effective PMPM will be the sum of:

1. *
2. *;
3. *"*"; and,
4. * as set forth in this Section E.

Divided by:

The * Baseline Membership

F. Leakage Reconciliation

If the * exceeds the *, then * will be entitled to * (1) * or (2) *. If the
* is less than the *, no * is due *. The parties acknowledge and agree that
the reconciliation process outlined in this Amendment shall be the
exclusive and sole recourse available to * New England Managed Care
Participants.

*Confidential Treatment Requested

G. Cost Reconciliation to *

a. If the * is less than the *, then the variance shall be called the *.
For example, if the *.

b. No later than *, MCA will calculate an Actual PMPM as being the *
which meet the following criteria:

Dates of Service (*)
* date (*)
* under the capitated arrangement for sevices meeting guidelines for
CIGNA New England Participants covered under HMO Program and
Gatekeeper Program plans

The Cost PMPM is calculated as the NE CAP PMPM less *.

In the event that the * exceeds the *, then * will occur. * shall be
entitled to *, but in no event shall that * exceed the value of the *.
For example, the NE CAP PMPM is * and Cost PMPM is *, then MCA shall
be entitled to (*) and would have no recourse for the remaining *.
Example 2: *. Example 3, the NE CAP PMPM is *, then MCA shall be
entitled to * and would have no recourse for the remaining *.

c. * will * through an adjustment to the * for * New England Participants
covered under HMO Program and Gatekeeper Program plans for the * or,
in the event that the *.

*Confidential Treatment Requested

Attachment 1 - Identified TINS

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TIN (Formatted) Provider Name (As provided by CHC) Exhibit Designation
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* * *
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*Confidential Treatment Requested

Attachment 2 - Master List of HCPCs

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HCPC Exhibit Designation
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* *
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