0001007228-04-000004 Sample Contracts

CHANGE IN CONTROL SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT
Restrictive Covenant Agreement • March 15th, 2004 • Matria Healthcare Inc • Services-home health care services • Georgia

THIS SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT (the "Agreement") is dated as of February 19, 2002 between MATRIA HEALTHCARE, INC ., a Delaware corporation (the "Company"), and ROBERTA L. McCAW (the "Executive").

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CHANGE IN CONTROL SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT
Restrictive Covenant Agreement • March 15th, 2004 • Matria Healthcare Inc • Services-home health care services • Georgia

THIS SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT (the “Agreement”) is dated as of April 27, 2002 between MATRIA HEALTHCARE, INC ., a Delaware corporation (the “Company”), and YVONNE V. SCOGGINS (the “Executive”).

FIRST AMENDMENT TO LEASE AGREEMENT
To Lease Agreement • March 15th, 2004 • Matria Healthcare Inc • Services-home health care services • Georgia

THIS FIRST AMENDMENT TO LEASE AGREEMENT ( the "Amendment" ) , made and entered into as of the 11th day of December, 2003 , by and between ATLANTA PARKWAY INVESTMENT GROUP, INC. , a Delaware corporation (hereinafter referred to as " Landlord ") , and MATR1A HEALTHCARE, INC., a Delaware corporation (hereinafter referred to as " Tenant "), successor-by - merger to Healthdyne, Inc., a Georgia corporation.

SECOND AMENDMENT TO LEASE AGREEMENT
Lease Agreement • March 15th, 2004 • Matria Healthcare Inc • Services-home health care services • Georgia

THIS SECOND AMENDMENT TO LEASE AGREEMENT (the " Amendment "), made and entered into as of the 11th day of December, 2003, by and between ATLANTA PARKWAY INVESTMENT GROUP, INC., a Delaware corporation (hereinafter referred to as " Landlord "), and MATRIA HEALTHCARE, INC., a Delaware corporation (hereinafter referred to as " Tenant "), successor-by-merger to Healthdyne, Inc., a Georgia corporation.

AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 15th, 2004 • Matria Healthcare Inc • Services-home health care services

AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT, (this "Amendment No. 2") dated as of December 31, 2003, by and between HFG HEALTHCO-4 LLC, a Delaware limited liability company (together with its successors and assigns, the "Lender") and MATRIA HEALTHCARE, INC., as authorized representative of the Borrowers (in such capacity, together with its permitted successors and assigns, the "Authorized Representative").

SCHEDULE to the MASTER AGREEMENT dated as of ____________, 2003 between
Master Agreement • March 15th, 2004 • Matria Healthcare Inc • Services-home health care services • New York
SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT
Restrictive Covenant Agreement • March 15th, 2004 • Matria Healthcare Inc • Services-home health care services • Georgia

THIS SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT (the “Agreement”) is dated as of April 27, 2002, between MATRIA HEALTHCARE, INC . , a Delaware corporation (the “Company”), and YVONNE V. SCOGGINS (the “Executive”).

SECOND AMENDMENT OF LEASE
Lease • March 15th, 2004 • Matria Healthcare Inc • Services-home health care services

THIS SECOND AMENDMENT OF LEASE ("Second Amendment") is made on _____________ __________________________, , 2003 between TRIZEC REALTY, INC., a California corporation ("Landlord"), whose address is 360 Interstate North Parkway, Suite 360, Atlanta GA 30339 and MATRIA HEALTHCARE, INC., a Delaware corporation ("Tenant"), whose address is 2161 Newmarket Parkway, Suite 233, Marietta, GA 30067.

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