**Exhibit 10.24****ADEZA BIOMEDICAL CORPORATION****AMENDED AND RESTATED****MANAGEMENT CONTINUITY AGREEMENT**     This Amended and Restated Management Continuity Agreement (the “Agreement”) is datedas of January 12, 2007, by and between Marian E. Sacco (“Employee”) and Adeza BiomedicalCorporation., a Delaware corporation (the “Company” or “Adeza”). This Agreementamends sections 2(b)(i) – (iv) and section 5(a) of the Management Continuity Agreement entered intoby and between Employee and the Company on October 21, 2004. This Agreement is intended to provideEmployee with certain benefits described herein upon the occurrence of specific events.RECITALS     A. It is expected that another company may from time to time consider the possibility ofacquiring the Company or that a change in control may otherwise occur, with or without the approvalof the Company’s Board of Directors. The Board of Directors recognizes that such consideration canbe a distraction to Employee and can cause Employee to consider alternative employmentopportunities. The Board of Directors has determined that it is in the best interests of theCompany and its stockholders to assure that the Company will have the continued dedication andobjectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change ofControl (as defined below) of the Company.     B. The Company’s Board of Directors believes it is in the best interests of the Company andits stockholders to retain Employee and provide incentives to Employee to continue in the serviceof the Company.     C. The Board of Directors further believes that it is imperative to provide Employee withcertain benefits upon a Change of Control and, under certain circumstances, upon termination ofEmployee’s employment, which benefits are intended to provide Employee with financial security andprovide sufficient income and encouragement to Employee to remain with the Company, notwithstandingthe possibility of a Change of Control.     D. To accomplish the foregoing objectives, the Board of Directors has directed the Company,upon execution of this Agreement by Employee, to agree to the terms provided in this Agreement.     Now therefore, in consideration of the mutual promises, covenants and agreements containedherein, and in consideration of the continuing employment of Employee by the Company, the partieshereto agree as follows:     1. **At-Will Employment**. The Company and Employee acknowledge that Employee’semployment is and shall continue to be at-will, as defined under applicable law, and thatEmployee’s employment with the Company may be terminated by either party at any time for any or noreason. If Employee’s employment terminates for any reason, Employee shall not be entitled to anypayments, benefits, award or compensation other than as provided in this Agreement. The terms ofthis Agreement shall terminate upon the earlier of (i) the date on which Employee ceases to beemployed as an executive corporate officer of the Company, other than as a result of an involuntarytermination by the Company without Cause (as defined below) or Employee’s resignation for GoodReason (as defined below); or (ii) the date that all obligations of the parties hereunder have beensatisfied. A termination of the terms of this Agreement pursuant to the preceding sentence shallbe effective for all purposes, except that such termination shall not affect the payment orprovision of compensation or benefits on account of a termination of employment occurring prior tothe termination of the terms of this Agreement. The rights and duties created by this Section 1may not be modified in any way except by a written agreement executed by an officer of the Companyupon direction from the Board of Directors.2. **Benefits Upon a Change of Control; Termination of Employment.**          (a) **Treatment of Stock Options and Other Equity Awards Upon a Change of Control**. Inthe event of a Change of Control and regardless of whether Employee’s employment with the Companyis terminated in
 

 
connection with the Change in Control, the vesting of each stock option and other equity awardto purchase the Company’s Common Stock granted to Employee over the course of her employment withthe Company and held by Employee on the effective date of a Change of Control shall accelerate suchthat 50% of the aggregate number of unvested option shares and other equity awards shall becomeimmediately vested immediately prior to the effective date of the Change of Control, with thevesting acceleration applied with respect to each outstanding option or equity award in the orderin which the award was granted. Each such option and equity award shall be exercisable inaccordance with the provisions of the agreement and plan pursuant to which such option or award wasgranted.          (b) **Termination Following a Change of Control**. In the event that Employee’semployment is terminated as a result of an involuntary termination other than for Cause or ifEmployee resigns for Good Reason at any time within 12 months following the effective date of aChange of Control, then Employee will be entitled to receive severance benefits as follows: (i)severance payments during the period from the date of Employee’s termination until the date 18months after the effective date of the termination (the “Severance Period”) equal to thebase salary which Employee was receiving immediately prior to the Change of Control, which paymentsshall be paid during the Severance Period in accordance with the Company’s standard payrollpractices, (ii) a lump sum payment as soon as practicable after the date of termination ofemployment equal to 150% of the bonus payment made to Employee for the Company’s fiscal year priorto the Company’s fiscal year in which the termination occurs, (iii) a lump sum payment as soon aspracticable after the date of termination of employment equal to a pro-rata portion of the bonuspayment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in whichthe termination occurs based on the number of completed months of Employee’s employment during suchfiscal year; (iv) continuation of the health insurance benefits provided to Employee immediatelyprior to the Change of Control at Company expense pursuant to the terms of the Consolidated OmnibusBudget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlierof the end of the Severance Period or the date upon which Employee is no longer eligible for suchCOBRA or other benefits under applicable law; and (v) each stock option and equity award topurchase the Company’s Common Stock granted to Employee over the course of her employment with theCompany and held by Employee on the date of termination of employment shall become immediatelyvested on such date as to that number of shares that would have vested in accordance with the termsof such option or equity award as of the date 12 months after the date of termination of employment(assuming that Employee had remained an employee of the Company for 12 months after the date oftermination of employment). Each such option and equity award shall be exercisable in accordancewith the provisions of the agreement and plan pursuant to which such option or award was granted,provided however that the vested shares underlying an equity award granted on or after July 23,2004, shall remain exercisable for a period of eighteen (18) months following Employee’stermination date (but not later than the expiration date of the award as set forth in theapplicable award agreement). In addition, Employee will receive payment(s) for all salary, bonusesand unpaid vacation accrued as of the date of Employee’s termination of employment.          (c) **Termination Not Following a Change of Control**. In the event that Employee’semployment is terminated as a result of an involuntary termination other than for Cause or ifEmployee resigns for Good Reason at any time prior to or more than 12 months following theeffective date of a Change of Control, then Employee will be entitled to receive severance benefitsas follows: (i) severance payments during the period from the date of Employee’s termination untilthe date 6 months after the effective date of the termination (the “Benefit Period”) equalto the base salary which Employee was receiving immediately prior to the Change of Control, whichpayments shall be paid during the Benefit Period in accordance with the Company’s standard payrollpractices, (ii) a lump sum payment as soon as practicable after the date of termination ofemployment equal to 25% of the bonus paid to Employee for the Company’s fiscal year prior to theCompany’s fiscal year in which the termination occurs, and (iii) continuation of the healthinsurance benefits provided to Employee immediately prior to the Change of Control at Companyexpense pursuant to COBRA or other applicable law through the earlier of the end of the BenefitPeriod or the date upon which Employee is no longer eligible for such COBRA or other benefits underapplicable law. In addition, Employee will receive payment(s) for all salary, bonuses and unpaidvacation accrued as of the date of Employee’s termination of employment.          (d) **Termination for Cause**. If Employee’s employment is terminated for Cause at anytime, then Employee shall not be entitled to receive payment of any severance benefits. Employeewill receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date ofEmployee’s termination of employment and Employee’s benefits will be continued under the Company’sthen existing benefit plans and policies in accordance with such plans and policies in effect onthe date of termination and in accordance with applicable law.          (e) **Voluntary Resignation other than for Good Reason**. If Employee voluntarily resignsfrom the Company for any reason other than Good Reason, then Employee shall not be entitled toreceive payment of any severance
 

 
benefits. Employee will receive payment(s) for all salary, bonuses and unpaid vacationaccrued as of the date of Employee’s termination of employment and Employee’s benefits will becontinued under the terms of the Company’s then existing benefit plans and policies in accordancewith such plans and policies in effect on the date of termination and in accordance with applicablelaw.     3. **Definition of Terms**. The following terms referred to in this Agreement shall havethe following meanings:          (a) **Change of Control**. “Change of Control” shall mean the occurrence of anyof the following events:               (i) **Ownership**. Any “Person” (as such term is used in Sections 13(d) and 14(d)of the Securities Exchange Act of 1934, as amended) is or becomes the “Beneficial Owner”(as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Companyrepresenting 50% or more of the total voting power represented by the Company’s then outstandingvoting securities *without*the approval of the Board;               (ii) **Merger/Sale of Assets**. A merger or consolidation of the Company whether or notapproved by the Board, other than a merger or consolidation which would result in the votingsecurities of the Company outstanding immediately prior thereto continuing to represent (either byremaining outstanding or by being converted into voting securities of the surviving entity) atleast 50% of the total voting power represented by the voting securities of the Company or suchsurviving entity outstanding immediately after such merger or consolidation, or the stockholders ofthe Company approve a plan of complete liquidation of the Company or an agreement for the sale ordisposition by the Company of all or substantially all of the Company’s assets; or               (iii) **Change in Board Composition**. A change in the composition of the Board, as aresult of which fewer than a majority of the directors are Incumbent Directors. “IncumbentDirectors” shall mean directors who either (A) are directors of the Company as of August 1,2004 or (B) are elected, or nominated for election, to the Board with the affirmative votes of atleast a majority of the Incumbent Directors at the time of such election or nomination (but anIncumbent Director shall not include an individual whose election or nomination is in connectionwith an actual or threatened proxy contest relating to the election of directors to the Company).          (b) **Cause**. “Cause” for termination of Employee’s employment will exist ifEmployee is terminated by the Company, for any of the following reasons, as determined in goodfaith by the Company: (i) Employee’s gross negligence or willful failure substantially to performduties and responsibilities to the Company or deliberate violation of a Company policy; (ii)Employee’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconductthat has caused or is reasonably expected to result in material injury to the Company; (iii)unauthorized use or disclosure by Employee of any proprietary information or trade secrets of theCompany or any other party to whom the Employee owes an obligation of nondisclosure as a result ofher relationship with the Company; or (iv) Employee’s willful breach of any of her obligationsunder any written agreement or covenant with the Company.          (c) **Good Reason**. “Good Reason” for Employee’s resignation of her employmentwill exist if Employee tenders her resignation to the Company with 30 days prior written notice tothe Company within 120 days of the occurrence of any of the following events: (i) a materialreduction in the Employee’s job responsibilities, as of immediately prior to the Change of Controlfor purposes of Section 2(b) above and as of immediately prior to the termination date for purposesof Section 2(c) above; (ii) relocation by the Company of the Employee’s work site which has theeffect of increasing Employee’s then-current commute by more than 50 miles; (iii) any reduction inEmployee’s then-current base salary and/or target bonus (other than in connection with a generaldecrease in the base salaries and target bonus for all other executives of the Company); (iv) amaterial reduction in Employee’s benefits (other than a general decrease in the benefit programsoffered to all other executives of the Company); or (v) the Company’s failure to obtain agreementfrom any acquiror or successor to assume the Company’s obligations under this Agreement.     4. **Parachute Payments****.**In the event that the severance and other benefits providedfor in this Agreement to Employee (the “Benefit”), determined without regard to anyadditional payment required under this section 4, would (i) constitute “parachute payments” withinthe meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii)be subject to the excise tax imposed by Section 4999 of the Code or any interest or penaltiespayable with respect to such excise tax (such excise tax, together with any such interest andpenalties, are hereinafter collectively
 

 
referred to as the “Excise Tax”), then Employee shall be entitled to receive from theCompany an additional payment (the “Gross-Up Payment”) in an amount sufficient to reimburseEmployee for both (A) such Excise Tax, and (B) the income, excise, employment and any other taxesimposed on the Gross Up Payment provided under this Section 4. The accounting firm engaged by theCompany for general audit purposes as of the day prior to the effective date of the Change ofControl shall perform the foregoing calculations. The Company shall bear all expenses with respectto the determinations by such accounting firm required to be made hereunder. The accounting firmengaged to make the determinations hereunder shall provide its calculations, together with detailedsupporting documentation, to the Company and to Employee within fifteen (15) calendar days afterthe date on which Employee’s right to the Benefit is triggered (if requested at that time by theCompany or by Employee) or such other time as requested by the Company or by Employee. If theaccounting firm determines that no Excise Tax is payable with respect to the Benefit, it shallfurnish the Company and Employee with an opinion reasonably acceptable to Employee that no ExciseTax will be imposed with respect to such Benefit. Any good faith determinations of the accountingfirm made hereunder shall be final, binding and conclusive upon the Company and Employee.          5. **Limitations and Conditions on Benefits**     (a) **Income and Employment Taxes****.**Employees agrees that she shall be responsible forany applicable taxes of any nature (including any penalties or interest that may apply to suchtaxes) that the Company reasonably determines apply to any payment made hereunder, that herreceipt of any benefit hereunder is conditioned on her satisfaction of any applicable withholdingor similar obligations that apply to such benefit, and that any cash payment owed hereunder will bereduced to satisfy any such withholding or similar obligations that may apply. Notwithstanding anyprovision of this Agreement to the contrary, if, at the time of Employee’s termination ofemployment, she is a “specified employee” as defined in Code Section 409A, and one or more of thepayments or benefits received or to be received by Employee pursuant to this Agreement wouldconstitute deferred compensation subject to Code Section 409A, no such payment or benefit will beprovided under the Agreement until the earliest of (A) the date which is six (6) months afterEmployee’s “separation from service” for any reason, other than death or “disability” (as suchterms are used in Section 409A(a)(2) of the Code), (B) the date of Employee’s death or “disability”(as such term is used in Section 409A(a)(2)(C) of the Code), or (C) the effective date of a “changein the ownership or effective control” or a “change in ownership of a substantial portion of theassets” of the Company (as such terms are used in Section 409A(a)(2)(A)(v) of the Code). Theprovisions of this Section 5(a) shall only apply to the extent required to avoid Employee’sincurrence of any penalty tax or interest under Code Section 409A or any regulations or Treasuryguidance promulgated thereunder. In addition, if any provision of the Agreement would causeEmployee to incur any penalty tax or interest under Code Section 409A or any regulations orTreasury guidance promulgated thereunder, the Company may reform such provision to maintain to themaximum extent practicable in accordance with the original intent of the applicable provisionwithout violating the provisions of Code Section 409A, including without limitation to limitpayment or distribution of any amount of benefit hereunder in connection with a change of controlto a transaction meeting the definitions referred to in clause (C) above, or in connection with adisability as referred to in (B) above.     (b) **Release Prior to Receipt of Benefits****.**Prior to the receipt of any benefits underthis Agreement, Employee shall execute a release of claims agreement (the “Release”) in the formprovided by the Company. Such Release shall specifically relate to all of Employee’s rights andclaims in existence at the time of such execution and shall confirm Employee’s obligations underthe Company’s standard form of proprietary information agreement.     6. **Conflicts****.**Employee represents that her performance of all the terms of thisAgreement will not breach any other agreement to which Employee is a party. Employee has not, andwill not during the term of this Agreement, enter into any oral or written agreement in conflictwith any of the provisions of this Agreement. Employee further represents that she is enteringinto or has entered into an employment relationship with the Company of her own free will and thatshe has not been solicited as an employee in any way by the Company.     7. **Successors**. Any successor to the Company (whether direct or indirect and whetherby purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all ofthe Company’s business and/or assets shall assume the obligations under this Agreement and agreeexpressly to perform the obligations under this Agreement in the same manner and to the same extentas the Company would be required to perform such obligations in the absence of a succession. Theterms of this Agreement and all of Employee’s rights hereunder and thereunder shall inure to thebenefit of, and be enforceable by, Employee’s personal or legal representatives, executors,administrators, successors, heirs, distributees, devisees and legatees.
 

 
     8. **Notice**. Notices and all other communications contemplated by this Agreement shallbe in writing and shall be deemed to have been duly given when personally delivered or when mailedby U.S. registered or certified mail, return receipt requested and postage prepaid. Mailed noticesto Employee shall be addressed to Employee at the home address which Employee most recentlycommunicated to the Company in writing. In the case of the Company, mailed notices shall beaddressed to its corporate headquarters, and all notices shall be directed to the attention of itsSecretary.     9. **Miscellaneous Provisions**.          (a) **No Duty to Mitigate**. Employee shall not be required to mitigate the amount of anypayment contemplated by this Agreement (whether by seeking new employment or in any other manner),nor shall any such payment be reduced by any earnings that Employee may receive from any othersource.          (b) **Waiver**. No provision of this Agreement shall be modified, waived or dischargedunless the modification, waiver or discharge is agreed to in writing and signed by Employee and byan authorized officer of the Company (other than Employee). No waiver by either party of anybreach of, or of compliance with, any condition or provision of this Agreement by the other partyshall be considered a waiver of any other condition or provision or of the same condition orprovision at another time.          (c) **Whole Agreement**. No agreements, representations or understandings (whether oralor written and whether express or implied) which are not expressly set forth in this Agreement havebeen made or entered into by either party with respect to the subject matter hereof. ThisAgreement supersedes any agreement concerning similar subject matter dated prior to the date ofthis Agreement, and by execution of this Agreement both parties agree that any such predecessoragreement shall be deemed null and void.          (d) **Choice of Law**. The validity, interpretation, construction and performance of thisAgreement shall be governed by the laws of the State of California without reference to conflict oflaws provisions.          (e) **Severability**. If any term or provision of this Agreement or the applicationthereof to any circumstance shall, in any jurisdiction and to any extent, be invalid orunenforceable, such term or provision shall be ineffective as to such jurisdiction to the extent ofsuch invalidity or unenforceability without invalidating or rendering unenforceable the remainingterms and provisions of this Agreement or the application of such terms and provisions tocircumstances other than those as to which it is held invalid or unenforceable, and a suitable andequitable term or provision shall be substituted therefor to carry out, insofar as may be valid andenforceable, the intent and purpose of the invalid or unenforceable term or provision.          (f) **Arbitration**. Employee and the Company agree to attempt to settle any disputesarising in connection with this Agreement through good faith consultation. In the event thatEmployee and the Company are not able to resolve any such disputes within fifteen (15) days afternotification in writing to the other, Employee and the Company agree that any dispute or claimarising out of or in connection with this Agreement will be finally settled by binding arbitrationin Santa Clara County, California in accordance with the rules of the American ArbitrationAssociation by one arbitrator mutually agreed upon by the parties. The arbitrator will applyCalifornia law, without reference to rules of conflicts of law or rules of statutory arbitration,to the resolution of any dispute. Except as set forth in Subparagraph (e) above, the arbitratorshall not have authority to modify the terms of this Agreement. The Company shall pay the costs ofthe arbitration proceeding. Each party shall, unless otherwise determined by the arbitrator, bearits or her own attorneys’ fees and expenses, provided however that if Employee prevails in anarbitration proceeding, the Company shall reimburse Employee for her reasonable attorneys’ fees andcosts. Judgment on the award rendered by the arbitrator may be entered in any court havingjurisdiction thereof. Notwithstanding the foregoing, the Company and Employee may apply to anycourt of competent jurisdiction for preliminary or interim equitable relief, or to compelarbitration in accordance with this paragraph, without breach of this arbitration provision.          (g) **Legal Fees and Expenses**. The parties shall each bear their own expenses, legalfees and other fees incurred in connection with the execution of this Agreement.          (h) **No Assignment of Benefits**. The rights of any person to payments or benefits underthis Agreement shall not be made subject to option or assignment, either by voluntary orinvoluntary assignment or by operation
 

 
of law, including (without limitation) bankruptcy, garnishment, attachment or other creditor’sprocess, and any action in violation of this Section 10(h) shall be void.          (i) **Assignment by Company**. The Company may assign its rights under this Agreement toan affiliate, and an affiliate may assign its rights under this Agreement to another affiliate ofthe Company or to the Company. In the case of any such assignment, the term “Company” when usedin a section of this Agreement shall mean the corporation that actually employs the Employee.          (j) **Counterparts**. This Agreement may be executed in counterparts, each of which shallbe deemed an original, but all of which together will constitute one and the same instrument.     The parties have executed this Agreement on the date first written above.         ADEZA BIOMEDICAL CORPORATION.           By: /s/ Mark D. Fischer-Colbrie            Title: Chief Financial Officer           Address:  1240 Elko Drive      Sunnyvale, California 94089                  MARIAN E. SACCO           Signature: /s/ Marian E. Sacco            Address: 1240 Elko Drive      Sunnyvale, California 94089