CONSULTING AGREEMENT AMENDMENT

                                                                    EXHIBIT 10.1


                              CONSULTING AGREEMENT
                                    AMENDMENT


         The Consulting Agreement dated July 1, 2002 ("Agreement") by and
between ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, an individual ("Consultant") and Gentiva Health
Services (U.S.A.), Inc. a Delaware corporation ("Gentiva"), with its principal
place of business in Melville, New York is amended as follows:

         WHEREAS, Gentiva and Consultant desire to extend the Agreement for one
year, subject to the same terms and conditions;

         WHEREAS, Gentiva's Board of Directors approved the extension of the
Agreement on August 7, 2003;

         NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the parties hereby agree as follows:

         Section 1.2 of the Agreement is amended as follows:

         "The term of this Agreement shall be extended for one (1) year
commencing on June 1, 2003 (the "Effective Date") and expiring on May 31, 2004.
This Agreement may be further extended only in writing upon the mutual agreement
of the parties."

         IN WITNESS WHEREOF, the parties have duly executed this instrument on
August 7, 2003.

CONSULTANT                          GENTIVA HEALTH SERVICES (USA), INC.


_____________________               By: ___________________________
  Dr. ▇▇▇▇ ▇▇▇▇▇▇▇▇                     ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
                                        Chief Executive Officer