CHANGE IN CONTROL AGREEMENT

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





         Agreement, made this 22nd day of March, 2004, by and between Gentiva

Health Services, Inc., a Delaware corporation (the "Company"), and Ronald A.

Malone (the "Executive").



         WHEREAS, the Executive is a key employee of the Company; and



         WHEREAS, the Board of Directors of the Company (the "Board") considers

the maintenance of a sound management to be essential to protecting and

enhancing the best interests of the Company and its stockholders and recognizes

that the possibility of a change in control raises uncertainty and questions

among key employees and may result in the departure or distraction of such key

employees to the detriment of the Company and its stockholders; and



         WHEREAS, the Board wishes to assure that it will have the continued

dedication of the Executive and the availability of his or her advice and

counsel, notwithstanding the possibility, threat or occurrence of a bid to take

over control of the Company, and to induce the Executive to remain in the employ

of the Company; and



         WHEREAS, the Executive and the Company previously entered into a Change

in Control Agreement dated June 14, 2002; and



         WHEREAS, the Executive and the Company wish to amend and restate the

Change in Control Agreement as set forth herein; and



         WHEREAS, the Executive is willing to continue to serve the Company

taking into account the provisions of this Agreement;



         NOW, THEREFORE, in consideration of the foregoing, and the respective

covenants and agreements of the parties herein contained, the parties agree as

follows:



         1.   Operation and Term of Agreement. This Agreement shall commence on

the date set forth above and shall terminate on the fourth anniversary of such

date unless this Agreement is extended or terminated earlier, in either case as

set forth below; provided, however, that after a Change in Control of the

Company during the term of this Agreement, this Agreement shall remain in effect

until all of the obligations of the parties hereunder are satisfied and the

Protection Period has expired. The term of this Agreement shall be extended

automatically for consecutive periods of one year unless either party shall

provide notice to the other of its intention not to so extend, such notice to be

given not less than six months prior to the end of the initial four year term or

any extension thereof, as the case may be. Notwithstanding the foregoing, prior

{PAGE}



to a Change in Control this Agreement shall immediately terminate upon

termination of the Executive's employment, except in the case of such

termination under circumstances set forth in the last paragraph of Section 4

below.



         2.   Change in Control; Protection Period. A "Change in Control" shall

be deemed to occur on the date that any of the following events occur:



              (a)  any person or persons acting together which would constitute

         a "group" for purposes of Section 13(d) of the Securities Exchange Act

         of 1934, as amended (the "Exchange Act") (other than the Company or any

         subsidiary and other than Permitted Holders) shall beneficially own (as

         defined in Rule 13d-3 of the Exchange Act), directly or indirectly, at

         least 25% of the total voting power of all classes of capital stock of

         the Company entitled to vote generally in the election of the Board;



              (b)  either (i) Current Directors (as herein defined) shall cease

         for any reason to constitute at least a majority of the members of the

         Board (for these purposes, a "Current Director" shall mean any member

         of the Board as of the date hereof, and any successor of a Current

         Director whose election, or nomination for election by the Company's

         shareholders, was approved by at least two-thirds of the Current

         Directors then on the Board) or (ii) at any meeting of the shareholders

         of the Company called for the purpose of electing directors, a majority

         of the persons nominated by the Board for election as directors shall

         fail to be elected;



              (c)  consummation of (i) a plan of complete liquidation of the

         Company, or (ii) a merger or consolidation of the Company (A) in which

         the Company is not the continuing or surviving corporation (other than

         a consolidation or merger with a wholly owned subsidiary of the Company

         in which all shares of common stock of the Company (the "Common Stock")

         outstanding immediately prior to the effectiveness thereof are changed

         into common stock of the subsidiary) or (B) pursuant to which the

         Common Stock is converted into cash, securities or other property,

         except a consolidation or merger of the Company in which the holders of

         the Common Stock immediately prior to the consolidation or merger have,

         directly or indirectly, at least a majority of the common stock of the

         continuing or surviving corporation immediately after such

         consolidation or merger or in which the Board immediately prior to the

         merger or consolidation would, immediately after the merger or

         consolidation, constitute a majority of the board of directors of the

         continuing or surviving corporation; or



              (d)  consummation of a sale or other disposition (in one

         transaction or a series of transactions) of all or substantially all of

         the assets of the Company.



         For purposes of this Section 2 under this Agreement, "Permitted

Holders" shall mean Miriam Olsten, Stuart Olsten, and Cheryl Olsten, and each of

their spouses, their lineal descendants and their estates and their Affiliates



                                      -2-

{PAGE}



or Associates (as defined in Rule 12b-2 of the Exchange Act) (collectively the

"Olsten Stockholders"), so long as the Olsten Stockholders beneficially own 20%

or less of the voting power of all classes of capital stock of the Company

entitled to vote generally in the election of the Board.



         A "Protection Period" shall be the period beginning on the date of a

Change in Control and ending on the third anniversary of the date on which the

Change in Control occurs.



         3.   Termination Following Change in Control. The Executive shall be

entitled to the benefits provided in Section 4 hereof upon any termination of

his or her employment with the Company within a Protection Period, except a

termination of employment (a) because of his or her death, (b) because of a

"Disability," (c) by the Company for "Cause," or (d) by the Executive other than

for "Good Reason."



              (i)    Disability. The Executive's employment shall be deemed to

         have terminated because of a "Disability" if the Executive applies for

         and is determined to be eligible to receive disability benefits under

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