0000950134-07-005803 Sample Contracts

ADEZA BIOMEDICAL CORPORATION AMENDED AND RESTATED MANAGEMENT CONTINUITY AGREEMENT
Management Continuity Agreement • March 15th, 2007 • Adeza Biomedical Corp • Instruments for meas & testing of electricity & elec signals • California

This Amended and Restated Management Continuity Agreement (the “Agreement”) is dated as of January 12, 2007, by and between Durlin E. Hickok (“Employee”) and Adeza Biomedical Corporation., a Delaware corporation (the “Company” or “Adeza”). This Agreement amends sections 2(b)(i) – (iv) and section 5(a) of the Management Continuity Agreement entered into by and between Employee and the Company on October 21, 2004. This Agreement is intended to provide Employee with certain benefits described herein upon the occurrence of specific events.

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FIFTH AMENDMENT TO SERVICE AGREEMENT
Service Agreement • March 15th, 2007 • Adeza Biomedical Corp • Instruments for meas & testing of electricity & elec signals

This fifth amendment (the “Fifth Amendment”) made as of May 14, 2006 (the “Effective Date”), by and between VENTIV COMMERCIAL SERVICES, LLC, a New Jersey limited liability company (formerly known as Ventiv Pharma Services, LLC and Ventiv Health U.S. Sales, LLC) (“Ventiv”) and ADEZA BIOMEDICAL CORPORATION, a Delaware corporation (“Adeza”) to a certain Service Agreement made as of March 31, 1999 by and between Ventiv and Adeza, as amended by a First Amendment made as of March 8, 2001 (the “First Amendment”), a Second Amendment made as of July 22, 2002 (the “Second Amendment”), a Third Amendment made as of May 15, 2004 (the “Third Amendment”), and a Fourth Amendment made as of March 30, 2006 (the “Fourth Amendment”) (the Service Agreement as amended by the First Amendment, Second Amendment, Third Amendment and Fourth Amendment shall be referred to herein as the “Amended Agreement”). Ventiv and Adeza may each be referred to herein as a “Party” and collectively, the “Parties”.

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