LEHMAN COMMERCIAL PAPER INC.                       LEHMAN BROTHERS INC.

      745 SEVENTH AVENUE                              745 SEVENTH AVENUE

    NEW YORK, NEW YORK 10019                        NEW YORK, NEW YORK 10019







                                 January 4, 2006





                                COMMITMENT LETTER



PERSONAL AND CONFIDENTIAL



Gentiva Health Services, Inc.

3 Huntington Quadrangle, Suite 200S

Melville, New York 11747



Ladies and Gentlemen:



     This commitment letter agreement (together with all exhibits and schedules

hereto, the "COMMITMENT LETTER") will confirm the understanding and agreement

among Lehman Commercial Paper Inc. ("LCPI"), Lehman Brothers Inc. ("LEHMAN

BROTHERS" OR THE "ARRANGER") and Gentiva Health Services, Inc., a Delaware

corporation (together with each of its subsidiaries, the "COMPANY"), in

connection with the proposed financing for the acquisition of all of the issued

and outstanding common stock of The Healthfield Group, Inc., a Delaware

corporation (together with each of its subsidiaries, the "ACQUIRED BUSINESS").

We understand that the Company proposes to sign an agreement (the "ACQUISITION

AGREEMENT") to acquire all of the issued and outstanding common stock of the

Acquired Business (the "ACQUISITION"). The date on which the Acquisition is

consummated is referred to as the "CLOSING DATE."



     You have advised us that the total funds needed to finance the Acquisition

(including the Company's fees and expenses (which will not exceed $22.0 million)

and the refinancing of the existing debt of the Acquired Business) will be

approximately $482.8 million and that such funds will be provided from the

following sources:



     o    $370.0 million of borrowings by the Company under a Senior Term Loan

          Facility (collectively with a $75.0 million Revolving Credit Facility

          which is expected to be undrawn on the Closing Date (other than with

          respect to letters of credit issued thereunder), but not including any

          future incremental credit facility, the "CREDIT FACILITIES") among the

          Company, LCPI and the financial institutions party thereto;



     o    approximately $57.3 million of existing cash balances from the

          Acquired Business and the Company; and



     o    approximately $55.5 million in common equity of the Company.



Following the Acquisition, neither the Company nor any of its subsidiaries will

have any debt or preferred equity outstanding other than obligations under

capital leases with aggregate balances below $3.0 million except as described in

this paragraph. As used below, the defined term "Company" will mean both the

Company prior to the Acquisition and the Company, together with the Acquired

Business, after giving effect to the Acquisition.





     1. The Senior Loan Commitment.



           (a) You have requested that LCPI (collectively with each other entity

that becomes a lender under the Credit Facilities, the "SENIOR LENDERS") commit

to provide the entire amount of the Credit Facilities upon the terms and subject

to the conditions set forth or referred to in this Commitment Letter and in the

Summary of Terms of Credit Facilities attached hereto as Exhibit A (the "CREDIT

FACILITIES TERM SHEET").



           (b) Based on the foregoing, LCPI is pleased to confirm by this

Commitment Letter its commitment to you (the "SENIOR LOAN COMMITMENT"), to

provide or cause one or more of its affiliates to provide the entire amount of

the Credit Facilities.



           (c) It is agreed that the Arranger will act as the sole book-runner

and sole arranger for the Credit Facilities and that LCPI will act as the sole

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