TENTH AMENDMENT TO MANAGED CARE ALLIANCE AGREEMENT

Exhibit 10.6

TENTH AMENDMENT TO

MANAGED CARE ALLIANCE AGREEMENT

THIS TENTH AMENDMENT (the “Amendment”) is entered into this 20^th day of August, 2008 by and between CIGNA Health Corporation, for and on behalf of its CIGNA Affiliates (individually and collectively, “CIGNA”) and Gentiva CareCentrix, Inc. (“MCA”).

WITNESSETH

WHEREAS, CIGNA and MCA entered into a Managed Care Alliance Agreement which became effective January 1, 2004, as amended from time to time, (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 the Agreement effective August 20, 2008 and to include such other terms and conditions as set forth in this Amendment.

NOW THEREFORE, CIGNA and MCA agree to amend the Agreement as follows:

K.2. Comparative Pricing

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“Term of Agreement”

This Agreement shall terminate on January 31, 2014. Either party may elect not to renew this Agreement by providing at least ninety (90) days advance written notice to the other party, prior to the termination date of this Agreement. If neither party exercises such right to terminate, the existing rates will remain in place and this Agreement shall automatically renew for consecutive one (1) year terms without any further action by either party, unless either party elects not to renew this Agreement by providing at least ninety (90) days advance written notice to the other party, prior to the commencement of the next term.

Notwithstanding the expiration or non-renewal of this Agreement pursuant to this Section B., this Agreement shall continue in effect with respect to those Payors covered under Service Agreements in effect as of the end of the term of this Agreement or the notice period, as applicable, but not to exceed twelve months from the effective date of termination or expiration.”

a) CIGNA will continue to work on a best efforts basis to transition the Great-West members under the current CIGNA contract for the balance of 2008. This includes all Covered Services as defined in the CIGNA-CareCentrix contract terms. As of January 1, 2009 or as soon as feasible thereafter, the exclusivity provision will be made applicable to all Great-West members and both parties will develop a communication process to expedite the exclusivity.

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b) The parties will finalize the work already underway by both teams to provide better transparency on OAP and PPO fee-for-service reimbursement. CIGNA requires clarity on a code-level basis to enable analysis and audit of the claims. That work is already underway, including more transparency on HMO/Network cap reconciliation. In addition, CIGNA requires support from CareCentrix to update certain codes to meet HIPAA compliance standards. The teams agree to work to develop actuarially equivalent rates under HIPAA-compliant procedure codes.

c) CareCentrix to pay $** administrative fee to CIGNA by September 29, 2008 and $** administrative payment in 2009 and an additional administrative payment of $** in 2010. This payment would support joint efforts to reduce leakage, process authorizations, and all other activities supporting the transition of care to CareCentrix. The timing the payment will be no later than 12/31 in 2009 and 2010, respectively.

d) CareCentrix agrees to CIGNA’s proposed FFS pricing listed below.

Note: CIGNA assumes that Code 99601 is considered Home Health as opposed to Home Infusion. During the code clean-up work described above, the parties should reach subsequent agreement regarding whether each code falls under “Home Health” or “Home Infusion” in the table above. CIGNA response assumes “Specialty DME” increases are intended to apply only to services already covered under current CareCentrix contract, specifically Wound Vacs, Insulin Pumps and related supplies, and Continuous Passive Motion devices.

* The ** applies to home health, home infusion and Specialty DME; CIGNA will determine the allocation of the annual increases in the aggregate.

Both parties agree to meet in November 2010 and establish cap rates for the period starting February 1, 2011 through January 31, 2014. The new cap rates will be based on **.

e) The termination for cause provision, Section III C (1) (b) (1) (vi) is hereby revised to state “MCA merges into, becomes a subsidiary or wholly owned affiliate of or is otherwise acquired, in whole or in part, by any other entity that is a direct competitor of CIGNA or material CIGNA affiliate in regard to its health care insurance, health benefit administration, health service or related businesses.”

f) CIGNA will review the current Exhibit VII to the Agreement and if CIGNA recommends that the Performance Metrics be revised or new metrics be added, CareCentrix, within 30 days, will review CIGNA’s request and offered any proposed modifications. Both parties agree to work in good faith to reconcile the proposed changes and amend the contract accordingly within 60 days from the date of CIGNA’s recommended changes to CareCentrix.

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6. Other than as amended herein, the terms and conditions of the Agreement, 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.

IN WITNESS WHEREOF, CIGNA and MCA have caused their duly authorized representatives to execute this Amendment as of the date first written above.

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