PROMISSORY NOTE

$200,000.00                                                    October 12, 2000


         FOR VALUE RECEIVED, the undersigned hereby promises to pay to the order
of Matria Healthcare,  Inc., a Delaware corporation  ("Company"),  the principal
sum of Two  Hundred  Thousand  Dollars  and Zero Cents  ($200,000.00),  payable,
together with all accrued  interest,  in full on January 1, 2002 (the  "Maturity
Date");  provided  that,  (i) if the closing bid price for the Company's  Common
Stock  on any  trading  day  between  the date of this  Promissory  Note and the
Maturity   Date  equals  or  exceeds  $6.00  per  share  (as  adjusted  for  any
reorganizations,  recapitalizations,  stock  splits,  reverse  stock  splits  or
similar  transactions),  and (ii) the undersigned is still employed as President
and CEO of the Company on the Maturity Date or the  undersigned's  employment as
President and CEO is earlier  terminated by the Company  without cause or due to
the undersigned's death or disability, the entire principal and interest payable
under this Promissory Note and all accrued and unpaid interest shall be forgiven
and the undersigned shall have no further  obligation to the Company  hereunder.
For  purposes  of the  preceding  sentence,  "cause"  shall  mean the  Company's
termination  of the  undersigned's  employment on the basis of criminal or civil
fraud on the party of the  undersigned  involving a material  amount of funds of
the Company. This Promissory Note shall bear interest until maturity (whether by
acceleration or otherwise) at the rate of six percent (6%) per annum.

         This Promissory  Note shall  automatically  become due and payable,  in
full,  prior to maturity  without the giving of notice of any kind (all of which
is expressly waived) upon the first to occur of the following events or dates:

     (1)  the  voluntary  or  involuntary   termination  of  the   undersigned's
employment with the Company for any reason whatsoever;

     (2) a decree  or order  by a court  having  jurisdiction  shall  have  been
entered  adjudging  the  undersigned  bankrupt or  insolvent,  or  approving  as
properly  filed  a  petition  seeking  reorganization  of the  undersigned  or a
substantial part of the undersigned's property under the federal bankruptcy laws
or any other similar  applicable  federal or state law, and such decree or order
shall have  continued  undischarged  or unstayed  for a period of 60 days;  or a
decree  or  order  of a  court  having  jurisdiction  in the  premises  for  the
appointment  of a receiver or liquidator or trustee or assignee in bankruptcy or
insolvency of the undersigned or a substantial  part of her affairs,  shall have
been entered,  and such decree order shall have  remained in force  undischarged
and unstayed for a period of 60 days; or

     (3)  the  undersigned  shall  institute  proceedings  to be  adjudicated  a
voluntary  bankrupt,  or shall consent to the filing of a bankruptcy  proceeding
against   him,  or  shall  file  a  petition   or  answer  or  consent   seeking
reorganization   under  the  federal  bankruptcy  laws,  or  any  other  similar
applicable  federal  or state  law,  or shall  consent to the filing of any such
petition,  or shall  consent to the  appointment  or a receiver or liquidator or
trustee or  assignee in  bankruptcy  for  himself or a  substantial  part of his
property,  or shall make an assignment  for the benefit of  creditors,  or shall
admit, in writing, his inability to pay his debts generally as they become due.

         In the event the note is not paid in full at  stated  maturity  or upon
the  occurrence  of events (i),  (ii), or (iii) stated  above,  the  undersigned
hereby  expressly  authorizes  the  Company to  automatically  withhold a dollar
amount equal to the Company  determined  installments  of principal and interest
due hereunder from the  undersigned's  biweekly  paycheck for purposes of paying
the scheduled installments of principal and interest on this Promissory Note. In
addition, the undersigned expressly authorizes the Company to withhold and apply
as a repayment of the principal of this Promissory Note and the interest accrued
thereon  through  the date of such  prepayment,  the full  amount of any  bonus,
severance  or similar  compensation  payable to the  undersigned  after the date
hereof and prior to the payment,  in full,  of the  principal of and interest on
this Promissory Note.

         Payments of principal and interest shall be made in lawful money of the
United States of America at the offices of Matria Healthcare, Inc., 1850 Parkway
Place, Marietta, Georgia 30067, or such other address as shall be designated, in
writing, from time to time.

         Nothing  in this  Promissory  Note  shall be  deemed  to  constitute  a
contract of employment.

         This  Promissory  Note shall be governed by and construed in accordance
with the laws of the State of Georgia.

                                        ----------------------------------
                                        Parker H. Petit