<PAGE>   1

                                                                   EXHIBIT 10.33

                              AGREEMENT AND RELEASE

         THIS AGREEMENT AND RELEASE ("Agreement and Release") is made and
entered into as of March 3, 1998 (the "Effective Date"), by and between Adeza
Biomedical Corporation, a Delaware corporation ("Adeza"), and Matria Healthcare,
Inc., a Delaware corporation ("Matria").

                                    RECITALS

         WHEREAS, Adeza has developed and manufactures certain fetal fibronectin
pre-term delivery tests (the "fFN Tests"), which are useful in the diagnosis of
pre-term delivery risks for pregnant women;

         WHEREAS, Adeza and Matria's predecessor, Tokos Medical Corporation
("Tokos"), entered into an Exclusive Marketing Agreement with respect to the fFN
Tests effective as of December 31, 1991 (the "Exclusive Marketing Agreement");

         WHEREAS, under the Exclusive Marketing Agreement, Tokos was granted the
exclusive right to market, sell, use and otherwise dispose of the fFN Tests in
the United States, Puerto Rico and Canada (the "Territory");

         WHEREAS, Adeza and Tokos entered into amendments of the Exclusive
Marketing Agreement dated December 20, 1994 and January 13, 1995;

         WHEREAS, on March 8, 1996, Tokos and Healthdyne, Inc. ("Healthdyne")
merged with and into Matria, a newly-formed Delaware corporation. Pursuant to
the merger agreement between Tokos and Healthdyne, Matria assumed all of Tokos'
rights and obligations under the Exclusive Marketing Agreement;

         WHEREAS, on May 8, 1996, Adeza and Matria entered into an amendment to
the Exclusive Marketing Agreement (hereafter, the term "Exclusive Marketing
Agreement" shall mean the Exclusive Marketing Agreement, as amended to date);

         WHEREAS, disputes have arisen under the Exclusive Marketing Agreement
between Adeza and Matria;

         WHEREAS, on February 20, 1997, Adeza served notice of termination of
the Exclusive Marketing Agreement to Matria;

         WHEREAS, on March 7, 1997, Adeza served Matria with a complaint for
damages, declaratory relief and injunctive relief naming Matria and various
unnamed defendants, Docs 1-100, which complaint has been amended subsequent to
March 7, 1997 (as amended to date, the "Complaint") in the Superior Court of the
State of California in the County of Santa Clara in Adeza Biomedical Corporation
v. Matria Healthcare, Inc., Case No. CV 764258 (the "Litigation") in which Adeza
pled, inter alia, that it was entitled to terminate the Exclusive Marketing
Agreement as a result of Matria's breach of the terms thereof;



<PAGE>   2

         WHEREAS, Matria has brought counterclaims against Adeza with respect to
the claims asserted by Adeza in the Litigation (the "Counterclaims");

         WHEREAS, the parties in entering into this Agreement and Release do not
admit any liability or obligation to the other party arising out of, in
connection with, or in any way related to the facts, actions, failures to act,
transactions or occurrences alleged or which could have been alleged in the
Complaint or the Counterclaims, as the case may be; and

         WHEREAS, without admitting any issue of fact, law or equity, Matria and
Adeza agree that the settlement of this matter and entry of this Agreement and
Release are in good faith, in an effort to avoid expensive and protracted
litigation, and in the public interest.

                                    AGREEMENT

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

                                    ARTICLE 1

                               MARKETING AGREEMENT

         1.1 Termination. As of the Effective Date, the Exclusive Marketing
Agreement, together with all rights and obligations contained therein or related
thereto, is terminated and is of no further force or effect and, except as
otherwise set forth in Section 1.2 below, as between the parties, all rights to
promote, market and sell the fFN Tests and related services will have reverted
to Adeza, and Matria shall retain no such rights under the Exclusive Marketing
Agreement or otherwise.

         1.2 Transition.

             (a) The parties agree to perform in good faith the duties and
responsibilities set forth in the attached Exhibit A (the "Transition
Responsibilities") during the period of time commencing upon the Effective Date
and concluding on the earlier of August 31, 1998 or the Acceleration Date (as
defined below) (the "Transition Period").

             (b) Matria shall, at least thirty (30) days (but no more than
ninety (90) days) prior to the conclusion of the Transition Period, send written
notification to all third parties with which it has an agreement related to the
fFN Tests at the address maintained by Matria that Matria will, effective upon
the conclusion of the Transition Period, cease to be a distributor of fFN Tests.
Adeza may, in its sole discretion, elect to conclude the Transition Period prior
to August 31, 1998, in which case Adeza will give Matria notice at least
forty-five (45) days prior to the desired date of conclusion (which desired date
of conclusion shall be referred to herein as the "Accelerated Date"), whereupon
Matria shall, within fifteen (15) days following receipt of such notice from
Adeza, notify in the manner described above in this subsection 1.2(b) all third
parties with which it has an agreement related to the fFN Tests that Matria
will, effective upon the Accelerated Date, cease to be a distributor of fFN
Tests. If Adeza determines that Matria's




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<PAGE>   3

obligation to perform any specific Transition Responsibility should be
terminated at least thirty (30) days prior to the conclusion of the Transition
Period as a result of a good faith determination that such termination is
necessary or appropriate to effect the orderly transition of the fFN business to
Adeza, Adeza may terminate Matria's obligation to perform such Transition
Responsibility upon forty-five (45) days written notice to Matria. Matria shall,
within fifteen (15) days following receipt of such notice, notify all third
parties with which Matria has an agreement that are affected by such change that
Matria will, effective upon the expiration of such forty-five (45) day period,
cease to be responsible for the performance of such Transition Responsibility.
Under no circumstances shall Matria be required to provide more than two (2)
such notices of partial termination (unless required to be given to less than
fifty (50) entities or individuals) unless Adeza reimburses Matria for the cost
and expense of such additional notices. Notwithstanding the foregoing, in the
event that Adeza elects to terminate, pursuant to this Section 1.2(b), all or
any portion of the Transition Responsibilities prior to August 31, 1998, Matria
shall continue to perform its Transition Responsibilities with respect to any of
Matria's contractual relationships that require ninety (90) days notice for
termination until the earlier of (i) one hundred (100) days following Matria's
receipt of written notice from Adeza regarding the intended termination of the
applicable Transition Responsibilities, (ii) the actual termination of such
relationship or (iii) August 31, 1998.

             (c) In the event that either party believes, in good faith, that
the other party is in material default with respect to the performance of its
Transition Responsibilities, such party may provide written notice of default to
the other party describing in sufficient detail the alleged deficiencies in
performance, whereupon the allegedly defaulting party shall have a period of
fifteen (15) days in which to cure such default. If the alleged breach is not
cured within such fifteen (15) day period, the party providing notice thereof
may request, upon further written notice by electronic mail or facsimile (with
original to follow via U.S. mail) to the allegedly defaulting party, the
initiation of arbitration proceedings, which arbitration proceedings shall be
conducted in accordance with the rules of the American Arbitration Association.
In the event that the parties cannot agree on an appropriate arbitrator within
five (5) business days following the date of the written request, then an
arbitrator shall be appointed pursuant to the rules of the American Arbitration
Association. All such arbitration proceedings shall take place at a mutually
convenient time and place in Chicago, Illinois and a decision shall be rendered
within thirty (30) days of the commencement of such proceeding. Any decision by
such arbitrator shall be final and binding upon the parties. If the arbitrator
determines that Matria has materially defaulted in its performance of the
Transition Responsibilities, the parties acknowledge that the arbitrator may, as
one of its available remedies, reduce all further percentage royalty payment
obligations of Adeza to Matria as set forth in subsections 3.2(a) and (b) below;
provided, however, that the arbitrator shall not reduce the royalty payment
obligations under Section 3.2(a) to an amount less than 0.75% of Net Sales and
shall not reduce the royalty payment obligation under Section 3.2(a) to an
amount less than 0.375% of Net Sales. If the arbitrator determines that Adeza
has materially defaulted in its performance of the Transition Responsibilities,
the parties acknowledge that the arbitrator may, as one of its available
remedies, terminate Adeza's right to receive payment of any revenues from Matria
that have accrued, but have not yet been paid, as of the date of such
determination, along with any revenues that accrue thereafter during the
Transition Period.




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<PAGE>   4

             (d) The party asserting any claim pursuant to (c) above shall bear
(i) its own attorney's fees arising out of the proceedings described in
subsection 1.2(c) and (ii) the costs of arbitration; provided, however, that in
the event that a party is determined by the arbitrator to be the prevailing
party in such proceedings, the arbitrator, at its discretion, may recommend that
the prevailing party be reimbursed by the non-prevailing party for all
reasonable expenses and costs incurred by the prevailing party in protecting or
enforcing its rights hereunder, including, without limitation, its reasonable
attorneys' fees. The parties shall direct the arbitrator to have the time and
expense of the arbitration minimized to the maximum extent practicable under the
circumstances.

             (e) The remedies set forth in this Section 1.2 shall be the
exclusive remedy of the parties with respect to any alleged failure on the part
of any such party to fulfill its Transition Responsibilities. Unless a party
shall have notified the other party of any alleged default by such other party
in the performance of its Transition Responsibilities (other than a payment
default with respect to payments due after the end of the Transition Period)
during the Transition Period or during the fifty (50) day period immediately
following the conclusion of the Transition Period, that party shall be deemed to
have waived all rights with respect to any such default by such other party.
Notwithstanding the foregoing, nothing in this Section 1.2(e) shall limit either
party's rights and obligations under Article 13 of this Agreement and Release.

                                    ARTICLE 2

                          SURRENDER OF ADEZA SECURITIES

         2.1 Surrender and Cancellation of Securities. Upon the Effective Date,
Matria shall surrender to Adeza for cancellation (a) certificates representing
(i) 1,142,858 shares of Adeza's Series E Preferred Stock, no par value, and (ii)
11,657 shares of Adeza's Series 2 Preferred Stock, par value $0.001 per share,
and (b) a Warrant to purchase 1,702 shares of Adeza's Series 2 Preferred Stock
(collectively, the "Surrendered Securities"), which securities represent all of
the Adeza capital stock, or rights to acquire Adeza capital stock, held
beneficially or of record by Matria or its affiliates. Matria acknowledges and
agrees that following the Effective Date it will have no right to receive any
shares of the Adeza Series 1 Preferred Stock for which the Adeza Series E
Preferred Stock was to be exchanged. To properly effect the surrender of the
Preferred Stock, Matria shall, on or prior to the Effective Date, complete,
execute and deliver to Adeza the assignments separate from certificate attached
as Exhibit B hereto.

         2.2 Representations Regarding Ownership. Matria hereby represents and
warrants that, as of the Effective Date:

             (a) It is the sole record and beneficial owner of the Surrendered
Securities and has good and valid title to such Surrendered Securities free and
clear of all restrictions, claims, liens, charges, pledges and encumbrances
whatsoever, except for such restrictions, claims, liens, charges, pledges or
encumbrances as may have been created by Adeza;

             (b) It has full right, power and authority to transfer and deliver
such Surrendered Securities to Adeza, and, upon delivery of the securities or
any certificates therefor along with the executed assignments separate from
certificate attached hereto as Exhibit B, and




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<PAGE>   5

following Adeza's acceptance thereof, will transfer to Adeza good and valid
title thereto free and clear of any restriction, claim, lien, charge or
encumbrance whatsoever;

             (c) It is not a party to any voting trust, voting proxy, agreement
or arrangement affecting the exercise of the voting rights of the Surrendered
Securities;

             (d) Other than the Litigation, there is no action, proceeding,
claim or, to its knowledge, investigation or threatened investigation against it
or its assets or properties, at law or in equity, or before any court,
arbitrator or other tribunal, or before any administrative law judge, hearing
officer or administrative agency relating to or in any other manner impacting
upon the Surrendered Securities and the cancellation of the Surrendered
Securities contemplated hereby; and

             (e) With the exception of the Surrendered Securities, it, together
with its affiliates, does not hold any interest in any capital stock of Adeza or
any securities convertible into or exercisable for the capital stock of Adeza.

                                    ARTICLE 3

                                    ROYALTIES

         3.1 Certain Definitions. As used in this Agreement, the following terms
shall have the meanings set forth below:

             (a) "fFN ELISA Test" shall mean Adeza's fFN qualitative,
enzyme-linked immunosorbant assay diagnostic test, in such form as it shall
exist during the period that royalties are due hereunder, as used to measure the
presence of fetal fibronectin in the vaginal fluid of pregnant women in order to
assess the likelihood of birth.

             (b) "fFN Rapid Assay Test" shall mean the disposable, dry chemistry
derivative of the fFN ELISA Test, in such form as it shall exist during the
period that royalties are due hereunder. For the purposes of this Article 3, the
term "fFN Rapid Assay Test" shall include any biochemical diagnostic test
incorporating any material portion of Adeza's fFN technology as contained in the
fFN ELISA Test or fFN Rapid Assay Test as of the Effective Date.

         The terms fFN ELISA Test or fFN Rapid Assay Test shall include: fFN
specimen collection kits, fFN control kits and fFN analyzers distributed for fFN
ELISA Test and fFN Rapid Assay Test-specific uses; products that are directly
and integrally related to the obtaining of a fFN ELISA Test result or a fFN
Rapid Assay Test result; and the processing and analyzing of a specimen, but
shall exclude printers and other peripherals attached to the analyzers.

             (c) "Net Sales" for a fFN ELISA Test or a fFN Rapid Assay Test
shall mean all amounts actually received by Adeza, any Adeza Affiliate (as
defined below) or any successor-in-interest to all or substantially all of
Adeza's fFN ELISA Test business and/or fFN Rapid Assay Test business (a
"Successor"), from the sale, processing or analyzing of such test by Adeza and
such Adeza Affiliate (or such Successor and its affiliates) in the Territory to
any unaffiliated third party, whether or not for resale to others, less the
following deductions actually




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<PAGE>   6

paid or allowed by Adeza or such Adeza Affiliate (or such Successor): quantity
and cash discounts normal and customary in the trade; sales, use and other
similar taxes; amounts repaid or credited by reason of rejection or return; and
any transportation, delivery and insurance charges related thereto paid by Adeza
or such Adeza Affiliate (or such Successor); provided, however, that to the
extent that the fFN ELISA Tests or the fFN Rapid Assay Tests are sold in the
form of bundling with other products or services which are also sold by Adeza or
an Adeza Affiliate (or such Successor) in material quantities on a stand alone
basis for use other than with an fFN Test (other than the service performed in
processing such fFN ELISA Tests or fFN Rapid Assay Tests), the Net Sales for the
fFN ELISA Test or fFN Rapid Assay Test included therein shall be the sum
obtained by multiplying the Net Sales for the sale of the bundled package as a
whole by a fraction, the numerator of which shall be the list price of such fFN
ELISA Test or fFN Rapid Assay Test (calculated as set forth above in this
subsection 3.1(c)) and the denominator of which shall be the sum of the list
prices of each component included within such bundled package. Amounts received
upon sales of fFN ELISA Tests and fFN Rapid Assay Tests (including the
processing and analyzing of tests) to an Adeza Affiliate shall not be included
within the definition of Net Sales and shall be disregarded for purposes of
determining the amounts due Matria under this Article 3.

             (d) "Marketing Fee" shall mean the portion of any up-front or lump
sum payment (either in the form of cash or property) from a third party received
by Adeza or an Adeza Affiliate (or any Successor) that would appropriately be
characterized as a payment made by such third party in consideration for the
granting of rights to such third party by Adeza or an Adeza Affiliate (or such
Successor) to market, sell, distribute or provide to patients the fFN ELISA
Tests or fFN Rapid Assay Tests, less sales or use taxes actually paid by Adeza
or such Adeza Affiliate (or such Successor) on such portion and any amount of
such portion subsequently forfeited by Adeza or such Adeza Affiliate (or such
Successor). In the event that a Marketing Fee is paid in the form of property,
that Marketing Fee shall be deemed to be the fair market value of such property
on the date of transfer for purposes of Section 3.2. All payments received upon
the granting to an Adeza Affiliate (after becoming an Adeza Affiliate) of rights
to market, sell, distribute or provide to patients the fFN ELISA Tests or fFN
Rapid Assay Tests shall not be deemed a Marketing Fee and shall be disregarded
for purposes of determining the amounts due Matria under this Article 3.

             (e) "Adeza Affiliate" shall mean any corporation, company or other
entity controlling, controlled by, or under common control with Adeza, where
control means the ownership of thirty percent (30%) or more of an entity's
outstanding voting securities; provided, however, that such corporation, company
or other entity shall be considered an Adeza Affiliate only for the time during
which such control exists.

         3.2 Royalty Obligations. Adeza shall pay to Matria a royalty equal to:

             (a) One Percent (1%) of (i) the Net Sales from all fFN ELISA Tests
sold to an unaffiliated third party following the Effective Date and (ii) the
Marketing Fees with respect to the grant of rights to the fFN ELISA Tests (which
grant is independent from a grant of rights to the fFN Rapid Assay Tests)
following the Effective Date;




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<PAGE>   7

             (b) One-Half of One Percent (0.5%) of (i) the Net Sales from all
fFN Rapid Assay Tests sold to an unaffiliated third party following the
Effective Date and (ii) the Marketing Fees with respect to the grant of rights
to the fFN Rapid Assay Tests (which grant is independent from a grant of rights
to the fFN ELISA Tests) following the Effective Date; and

             (c) Three-Quarters of One Percent (0.75%) of the Marketing Fees
with respect to the grant, in a single transaction, of rights to both the fFN
ELISA Tests and the fFN Rapid Assay Tests;

         provided, however, that in the event that Adeza's or an Adeza
Affiliate's (or any Successor's) aggregate royalty obligations hereunder for
sales of any fFN ELISA Test or fFN Rapid Assay Test, when combined with [...]*
and [...]* exceed Five Percent (5%) of the Net Sales from such test, the royalty
payment obligations set forth in subsections 3.2(a) and (b) above shall be
reduced pro rata with the royalty obligations due all other royalty payees
(presuming reduction of the royalty payment obligations due all other royalty
payees regardless of whether Adeza or such Adeza Affiliate (or such Successor)
is legally entitled to actually reduce or pro rate such other royalties) such
that the total royalties payable by Adeza (or such Successor) to Matria for the
sale of such fFN ELISA Test or fFN Rapid Assay Test shall presume that all
royalties payable by Adeza or such Adeza Affiliate (or such Successor) for the
sale of such test shall not exceed Five Percent (5%) of the Net Sales for such
test sale [...]* and, provided, further, that in no event shall the aggregate
royalties payable to Matria under this Section 3.2 exceed Twelve Million Dollars
($12,000,000). The foregoing example is presented for illustration purposes only
and is not intended to imply that any royalties are actually owing to third
parties or that the amount of any such royalty, if deemed to be owing, is or
should be equal to the percentages set forth above.

         3.3 Payment; Reports. Until such time as Matria has been paid aggregate
royalties in the amount of Twelve Million Dollars ($12,000,000) pursuant to
Section 3.2 above (the "Royalty Period"), Adeza shall submit to Matria, and
shall require each Successor to submit to Matria, within thirty (30) days
following each March 31, June 30, September 30 and December 31 hereafter, (a)
the royalties payable under Section 3.2 above on all fFN ELISA Tests and fFN
Rapid Assay Tests sold by Adeza, Adeza Affiliates and Successors during the
three (3) month period preceding such date and (b) a report identifying (i) the
aggregate Net Sales on such tests and (ii) the royalties payable to Matria as a
result of the fFN ELISA Test and fFN Rapid Assay Test sales during such period
determined in accordance with Section 3.2 above. In the event that the royalties
payable to Matria are prorated in accordance with Section 3.2 above, Adeza
shall, upon Matria's request, certify that such proration was appropriate under
Section 3.2 as a result of royalties paid, or to be paid, on the fFN Test sales
by Adeza to third parties holding rights in the patents set forth on Schedule
3.2. [...]* If no royalties are due Matria for any reporting period, the
report shall so indicate. Adeza shall cause the Successors, if any, to assume
their obligations under this Article 3 expressly in writing and shall deliver
the same to Matria.

         3.4 Audit Rights. During the Royalty Period and for a period of one (1)
year thereafter, Adeza (and any Successor) shall maintain complete and accurate
records in accordance with generally accepted methods of accounting for all
transactions which would





------------
*"Confidential treatment is requested for the language which has been redacted."


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<PAGE>   8

require a royalty payment to Matria pursuant to Section 3.2. An independent
accounting firm retained by Matria and reasonably acceptable to Adeza shall have
access to such records (including agreements setting forth any third party
royalty payment obligations that necessitate proration in accordance with
Section 3.2 above) no more than once per year, upon reasonable notice and during
Adeza's, or such Successor's (as the case may be), normal business hours, for
the purposes of auditing such records for so long as such records are required
to be maintained hereunder. As a condition to such audit, the independent
accountant selected by Matria shall execute a written agreement, reasonable
satisfactory to Adeza, to maintain in confidence all information obtained during
the course of any such audit except for disclosure to Matria regarding the
existence or non-existence and amount, if applicable, of any discrepancy between
Adeza's or its Successor's records and their payment of royalties to Matria
under this Agreement and Release. Adeza (or such Successor) shall pay to Matria
the amount of any underpayment so discovered and Matria shall refund the amount
of any overpayment so discovered. Matria shall pay the expenses of the audit,
unless the audit reveals an underpayment of royalties in excess of ten percent
(10%) during the audited period, in which case Adeza (or such Successor) shall
pay Matria the reasonable fees and expenses of such audit, and shall pay the
amount of any underpayment so revealed.

                                    ARTICLE 4

                                 NON-COMPETITION

         During the period of time from the Effective Date up to and including
December 31, 1998, Matria shall not, directly or indirectly, develop, market,
sell or otherwise distribute any biochemical markers or biochemical tests that
are competitive with fFN Tests (e.g., salivary estriol).

                                    ARTICLE 5

                        FULL CONSIDERATION AND SETTLEMENT

         5.1 Settlement of Adeza Claims. Adeza, for itself and its successors,
subsidiaries, directors, officers, stockholders, employees, representatives,
distributors, agents, legal representatives and assigns (the "Adeza Affiliated
Entities"), does hereby agree that the obligations and restrictions imposed upon
Matria pursuant to the terms of this Agreement and Release represent settlement
in full of any and all Adeza and Adeza Affiliated Entity claims, assertions of
claims, demands, actions, causes of action, suits, debts, losses, executions,
judgments, settlements, liabilities, damages, costs and expenses (including
attorney's fees) of any nature, direct or indirect, known or unknown, suspected
or unsuspected, matured or unmatured, past, present and future, or any other
form of legal or equitable relief, arising from or relating to the Exclusive
Marketing Agreement and/or the matters set forth in the Complaint (collectively,
the "Adeza Claims"); provided, however, that nothing contained in this Section
5.1 shall relieve Matria of its obligations under this Agreement and Release
including, without limitation, Section 13.2 below.

         5.2 Settlement of Matria Claims. Matria, for itself and its successors,
subsidiaries, predecessors, directors, officers, stockholders, employees,
representatives, distributors, agents,




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<PAGE>   9

legal representatives and assigns (the "Matria Affiliated Entities"), does
hereby agree that the obligations and restrictions imposed upon Adeza pursuant
to the terms of this Agreement and Release represent settlement in full of any
and all Matria and Matria Affiliated Entity claims, assertions of claims,
demands, actions, causes of action, suits, debts, losses, executions, judgments,
settlements, liabilities, damages, costs and expenses (including attorney's
fees) of any nature, direct or indirect, known or unknown, suspected or
unsuspected, matured or unmatured, past, present and future, or any other form
of legal or equitable relief, arising from or relating to the Exclusive
Marketing Agreement and/or the matters set forth in the Counterclaims
(collectively, the "Matria Claims"); provided, however, that nothing contained
in this Section 5.2 shall relieve Adeza of its obligations under this Agreement
and Release including, without limitation, Section 13.1 below.

                                    ARTICLE 6

                         RELEASE AND COVENANT NOT TO SUE

         6.1. Release and Covenant Not to Sue by Adeza. With the exception of
the obligations of Matria set forth in this Agreement and Release, Adeza, on
behalf of itself, the Adeza Affiliated Entities, and any other persons or
entities which may or could assert claims by or through it, hereby agrees to
release, covenant not to sue, acquit and forever discharge, both individually
and collectively, Matria as well as any Matria Affiliated Entity of and from any
and all Adeza Claims.

         6.2. Release and Covenant Not to Sue by Matria. With the exception of
the obligations of Adeza set forth in this Agreement and Release, Matria, on
behalf of itself, the Matria Affiliated Entities and any other persons or
entities which may or could assert claims by or through it, hereby agree to
release, covenant not to sue, acquit and forever discharge, both individually
and collectively, Adeza as well as any Adeza Affiliated Entity of and from any
and all Matria Claims.

         6.3 California Civil Code Section 1542 and Related Statutes. Adeza and
Matria each understand, and for valuable consideration do hereby waive, all of
the rights and benefits they may have under Section 1542 of the California Civil
Code, which section reads as follows:

         "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED THIS SETTLEMENT WITH THE
DEBTOR;"

along with all rights and benefits they may have under analogous provisions of
the laws of the State of Georgia.




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<PAGE>   10

                                    ARTICLE 7

                                    DISMISSAL

         The Parties agree to take any and all steps necessary to accomplish the
immediate dismissal of the various claims and crossclaims by each of them
against the other in the Litigation within five (5) business days following the
Effective Date. The dismissals shall be with prejudice and with each party to
assume responsibility for its own costs.

                                    ARTICLE 8

                                  NO ADMISSION

         8.1 No Admission by Matria. Adeza acknowledges that Matria's agreement
to be bound by the obligations and restrictions set forth in this Agreement and
Release does not constitute an admission of liability, express or implied, on
the part of Matria with respect to any fact or matter alleged in the Complaint
and that such agreement is being provided solely for the purpose of amicably
resolving the claims by Adeza against Matria.

         8.2 No Admission by Adeza. Matria acknowledges that Adeza's agreement
to be bound by the obligations and restrictions set forth in this Agreement and
Release does not constitute an admission of liability, express or implied, on
the part of Adeza with respect to any fact or matter alleged in the
Counterclaims and that such agreement is being provided solely for the purpose
of amicably resolving the claims by Matria against Adeza.

                                    ARTICLE 9

                               NO PRIOR ASSIGNMENT

         9.1 No Prior Assignment by Adeza. Adeza represents and warrants that no
portion of any Adeza Claim to which Adeza might be entitled has been assigned,
subrogated or transferred to any other person, firm, corporation or other
entity, by operation of law or otherwise. In the event that any Adeza Claim
should be made or instituted against Matria or a Matria Affiliated Entity
because of any such purported assignment or subrogation or transfer, Adeza
agrees to indemnify and hold harmless Matria and the Matria Affiliated Entities,
as the case may be, against any such Adeza Claim, and to pay and satisfy any
such Adeza Claim, including necessary expenses of investigation, attorneys' fees
and costs.

         9.2 No Prior Assignment by Matria. Except for any assignment or
transfer that may be deemed to have occurred from Tokos to Matria in connection
with the merger of Tokos and Healthdyne into Matria, Matria represents and
warrants that no portion of any Matria Claim to which Matria might be entitled
has been assigned, subrogated or transferred to any other person, firm,
corporation or other entity, by operation of law or otherwise. In the event that
any Matria Claim should be made or instituted against Adeza or an Adeza
Affiliated Entity because of any such purported assignment or subrogation or
transfer, Matria agrees to indemnify and hold harmless Adeza and the Adeza
Affiliated Entities, as the case may be, against any such Matria Claim, and to
pay and satisfy any such Matria Claim, including necessary expenses of
investigation, attorneys' fees and costs.




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<PAGE>   11

                                   ARTICLE 10

                        NON-DISPARAGEMENT; PRESS RELEASES

         10.1 Non-Disparagement. Each party agrees not to disparage the other
party, its directors, officers, employees, contractors, agents, products or
services. Each party shall institute appropriate policies and guidelines
(collectively "Policies") for its directors, officers, employees, contractors,
agents and other representatives that prohibit the disparagement of the other
party, its directors, officers, employees, contractors, agents, products or
services, and shall use reasonable efforts to disseminate copies of all such
Policies to such persons and to instruct such persons in good faith on the
importance of adhering to such Policies. Each party agrees that, in the event an
alleged violation of such party's Policies is brought to the attention of such
party's management, such management will again instruct in good faith the person
alleged to have violated such Policies as to the existence of the Policies and
the importance of his or her adherence thereto. So long as a party has complied
with its obligations as specifically set forth in this Section 10.2, such party
shall not be obligated to take any other measures by way of enforcing such
Policies, nor be liable in any respect for any violation of the Policies. The
parties acknowledge and agree, however, that, on and after January 1, 1999,
either party may, as otherwise permitted by this Agreement and Release, make
accurate, non-misleading factual statements regarding the other party's products
or services that may have a disparaging effect.

         10.2 Press Releases. On the Effective Date or shortly thereafter, the
parties shall issue a joint press release in the form attached as Exhibit C
hereto; provided, however, that in the event that a third party publishes or
broadcasts information that, in the good faith judgment of a party, necessitates
the disclosure of more specific information concerning the financial terms of
this Agreement and Release than was set forth in such press release, such party
shall notify the other party of its intent to respond to such publication or
broadcast, the timing of its response and the specific manner in which it
intends to respond, and may thereafter disclose the additional information
regarding the financial terms of this Agreement and Release as limited by
Article 12 hereof. Except as permitted by the preceding sentence, neither party
shall distribute or publish any press release during the initial thirty (30) day
period following the Effective Date regarding the Litigation, this Agreement and
Release or any dispute between the parties with respect to the matters set forth
in the Complaint or the Counterclaims, as the case may be. After the initial
thirty (30) day period following the Effective Date up until the one (1) year
anniversary of the Effective Date, neither party shall distribute or publish any
press release (a) regarding the Litigation or any dispute between the parties
with respect to the matters set forth in the Complaint or the Counterclaims, as
the case may be, or (b) that references the other party or its products and
services in a manner that could reasonably be deemed to be derogatory or
disparaging, without first obtaining such other party's consent to the contents
of such press release, which consent shall not be unreasonably withheld or
delayed; provided, however, that either party shall be entitled to issue a press
release regarding, the matters set forth in (a) or (b) above without the other
party's consent so long as the description of such matters conforms in general
terms to the description set forth in the joint press release attached as
Exhibit C hereto. Notwithstanding the foregoing, either party shall have the
right to file reports with the Securities and Exchange Commission ("SEC") and
the National Association of Securities Dealers, Inc. ("NASD") regarding the
execution and effect of this Agreement and Release as such party deems necessary
to comply with the rules and regulations of the SEC and the NASD, as the case
may




                                      -11-
<PAGE>   12

be, without the other party's consent; provided, however, that under no
circumstances shall Matria disclose the information contained in the following
portions of the Agreement and Release: (1) clauses (i) and (ii) in the fourth
paragraph of Section 3.2 (in lieu thereof the parties may simply refer to
"certain royalties"); (2) the example set forth in parentheses in the
penultimate sentence of Section 3.2; (3) the representation set forth in the
third sentence of Section 3.3; (4) Schedule 3.2; and (5) clauses (i), (ii) and
(iii) in the second paragraph of Exhibit A and the numerical reference in the
subsequent sentence of such second paragraph (the "Adeza-Specific Information").
In the event that Matria intends to file this Agreement and Release as an
exhibit to any SEC or other government agency filing, Matria shall so notify
Adeza and shall work with Adeza to file a Confidential Treatment Request with
respect to the Adeza-Specific Information, seeking to preserve the
confidentiality of such Adeza-Specific Information.

                                   ARTICLE 11

                         REPRESENTATIONS AND WARRANTIES

         11.1 Mutual Representations. Adeza and Matria each hereby represent and
warrant that:

              (a) it has the authority to execute, deliver and perform this
Agreement and Release and bind the entity on whose behalf it purports to execute
this Agreement and Release;

              (b) this Agreement and Release is the result of arms' length
negotiations among the parties, who were each represented by counsel;

              (c) it intends this Agreement and Release to be final and binding
between the parties hereto, including their respective predecessors, successors
and assigns; and

              (d) it will not take, intentionally, any action that would
interfere with or impair the performance of this Agreement and Release, or the
transactions contemplated hereby by any other party hereto.

         11.2 Matria Representations. Matria further represents and warrants
that, as of the date hereof, to the knowledge of its management staff:

              (a) except for the Litigation, there are no claims, actions,
suits, inquiries, proceedings, or investigations pending or threatened, at law
or in equity, or by any federal, state, local or foreign government agency
(including, without limitation, the Food and Drug Administration ("FDA"), the
Centers for Disease Control and Prevention, and the Health Care Finance
Administration) or professional organization (including, without limitation, the
American Medical Association and the College of American Pathologists) against
Matria or any of the Matria Affiliated Entities resulting from or arising out of
(i) the use, sale, distribution or marketing of, or reimbursement, regulatory
matters or clinical trials with respect to, Adeza's products or services or (ii)
Matria's or a Matria Affiliated Entity's performance under the Exclusive
Marketing Agreement; and

              (b) neither Matria nor any Matria Affiliated Entity has violated
any material provision of an applicable federal, state, local or foreign law,
statute, rule, regulation or guideline




                                      -12-
<PAGE>   13

(including, without limitation, the United States Food and Drug Act, good
manufacturing practices as outlined by the FDA, and the United States Clinical
Laboratory Improvement Act of 1988, as amended) (collectively "Violations") in
connection with its performance under the Exclusive Marketing Agreement,
performance of fFN Tests, or the use (internally by Matria or a Matria
Affiliated Entity for testing or demonstrational purposes), sale, distribution,
marketing or manufacture of, or reimbursement, regulatory matters or clinical
trials with respect to, Adeza's products or services; provided, however, that
notwithstanding the representations set forth in Sections 11.2(a) or (b), Matria
makes no representation hereunder with respect to any Violation resulting from
(i) actions taken at the specific request of Adeza or (ii) Adeza's failure to
package materials delivered by Adeza to Matria in accordance with FDA
regulations.

         11.3 Adeza Representations. Adeza further represents and warrants that,
as of the date hereof, to the knowledge of its management staff:

              (a) except for the Litigation, there are no claims, actions,
suits, inquiries, proceedings, or investigations pending or threatened, at law
or in equity, or by any federal, state, local or foreign government agency
(including, without limitation, the FDA, the Centers for Disease Control and
Prevention, and the Health Care Finance Administration) or professional
organization (including, without limitation, the American Medical Association
and the College of American Pathologists) against Adeza or any of the Adeza
Affiliated Entities resulting from or arising out of (i) the use, sale,
marketing, distribution, development, or manufacture of, or reimbursement,
regulatory matters or conduct of clinical trials with respect to, Adeza's
products or services or (ii) Adeza's or an Adeza Affiliated Entity's performance
under the Exclusive Marketing Agreement; and

              (b) neither Adeza nor any Adeza Affiliated Entity has committed a
Violation in connection with its performance under the Exclusive Marketing
Agreement, performance of fFN Tests, or the use, sale, marketing, distribution,
development, or manufacture of, or reimbursement, regulatory matters or conduct
of clinical trials with respect to, Adeza's fFN products or services.

                                   ARTICLE 12

                                 CONFIDENTIALITY

         The terms of this Agreement and Release shall be considered strictly
confidential and shall not be disclosed by the parties or their attorneys or
agents to any person or entity not named as a party herein, except: (a) as
necessary for compliance and implementation of the terms of this Agreement and
Release; (b) to the parties' accountants, attorneys or tax advisors who have a
need to know; (c) to the extent that the disclosing party deems it necessary to
comply with the information disclosure requirements under federal and state
securities laws or the rules and regulations of the NASD; (d) to its employees;
(e) as may be appropriately disclosed at that time in a press release permitted
by this Agreement and Release; (f) during the thirty (30) day period immediately
following the Effective Date to investors, securities analysts and others in the
securities business in direct response to specific questions and, following the
initial thirty (30) day period after the Effective Date, to investors,
securities analysts and others in the securities business and (g) as may be
required by applicable law or judicial or government order; provided,



                                      -13-
<PAGE>   14

however, that upon receipt of any such legal request to disclose the terms of
this Agreement and Release, the party receiving such request shall promptly
notify the other party of the terms of such request and shall cooperate with the
other party to limit disclosure to the minimum extent necessary to comply with
such law or order. Notwithstanding the foregoing, under no circumstances shall
Matria, its attorneys or agents disclose any Adeza-Specific Information other
than pursuant to subsections (a), (b) or (g) of the immediately preceding
sentence. The parties further acknowledge that the parties shall be entitled to
disclose to parties with whom they have, or are negotiating for, contractual
relationships or customers or potential customers of fFN Tests that upon the
conclusion of the Transition Period Matria will no longer be marketing fFN
products or services.

                                   ARTICLE 13

                                 INDEMNIFICATION

         13.1 Adeza Obligations. Adeza shall defend, indemnify and hold Matria
and the Matria Affiliated Entities harmless from and against any and all claims,
actions, damages, liabilities, judgments, costs and expenses (including, without
limitation, reasonable attorney's fees and expenses) in connection with,
relating to or arising from: (a) any third party claim alleging (i) that the
use, sale, distribution or marketing of the fFN ELISA Tests or fFN Rapid Assay
Tests infringes the patent, copyright, trademark, trade secret or other
intellectual property right of such third party, except to the extent that such
alleged infringement arises or results from (A) any unauthorized modification or
combination of the fFN ELISA Tests or fFN Rapid Assay Tests as delivered to
Matria by Adeza or (B) any failure by Matria or a Matria Affiliated Entity to
follow the use and distribution guidelines provided by Adeza relating to the fFN
ELISA Tests or fFN Rapid Assay Tests, or (ii) that the use of the fFN ELISA
Tests or fFN Rapid Assay Tests has resulted in property damage or bodily injury
to such third party, except to the extent that such damage or injury arises or
results from (A) Matria's, or a Matria Affiliated Entity's, unauthorized
modification or combination of the fFN ELISA Tests or fFN Rapid Assay Tests as
delivered to Matria by Adeza, (B) any failure by Matria or a Matria Affiliated
Entity to follow the use and distribution guidelines provided by Adeza relating
to the fFN ELISA Tests or fFN Rapid Assay Tests or (C) any reckless or negligent
act or failure to act on the part of Matria or a Matria Affiliated Entity; (b)
damages resulting from a defect in the design or manufacture of an Adeza product
supplied to Matria by Adeza or the failure of any such product, in the form
provided by Adeza, to perform in accordance with Adeza's published
specifications when used in accordance with Adeza's instructions and/or
guidelines; (c) the acts of any third party distributor other than a Matria
Affiliated Entity in selling or distributing Adeza's products and services; (d)
Adeza's breach of its representations, warranties or covenants under this
Agreement and Release; provided, however, that Matria's sole remedy with respect
to a breach by Adeza of its Transition Responsibilities (other than a payment
default with respect to payments due after the end of the Transition Period)
shall be as set forth in Section 1.2 hereof; or (e) a Violation resulting from
or arising out of Adeza's (i) development, manufacture, packaging or processing
of any Adeza fFN products or services or (ii) performance under the Exclusive
Marketing Agreement.

         13.2 Matria Obligations. Matria shall defend, indemnify and hold Adeza
and the Adeza Affiliated Entities harmless from and against any and all claims,
actions, damages, liabilities, judgments, costs and expenses (including, without
limitation, reasonable attorney's




                                      -14-
<PAGE>   15

fees and expenses) in connection with, relating to or arising from: (a) any
third party claim alleging (i) that, except as covered by Adeza's
indemnification obligations set forth in Section 13.1 above, the use (internally
by Matria or a Matria Affiliated Entity for testing or demonstrational
purposes), sale, distribution or marketing of the fFN ELISA Tests or fFN Rapid
Assay Tests infringes the patent, copyright, trademark, trade secret or other
intellectual property rights of such third party, or (ii) that modifications or
combinations made by Matria or a Matria Affiliated Entity to the fFN ELISA Tests
or fFN Rapid Assay Tests have resulted in, or that any reckless or negligent act
or failure to act on the part of Matria or a Matria Affiliated Entity in
connection with the use, sale, distribution or marketing of such tests has
resulted in, property damage or bodily injury to such third party or the failure
of the Adeza products to perform in accordance with Adeza's published
specifications; (b) any unauthorized representations or warranties made by
Matria or a Matria Affiliated Entity with respect to Adeza or its products and
services; (c) Matria's breach of its representations, warranties or covenants
under this Agreement and Release; provided, however, that Adeza's sole remedy
with respect to a breach by Matria of its Transition Responsibilities (other
than a payment default with respect to payments due after the end of the
Transition Period) shall be as set forth in Section 1.2 hereof; (d) Matria's, or
a Matria Affiliated Entity's, breach of any agreement with, or unfulfilled
commitment to, a third party, which agreement or commitment is related to the
fFN ELISA Tests or fFN Rapid Assay Tests; provided, however, that Matria shall
not be responsible to the extent that such breach or unfulfillment resulted from
an activity or circumstance for which Adeza would be obligated to indemnify
Matria pursuant to Section 13.1 above; or (e) a Violation resulting from or
arising out of Matria's or any Matria Affiliated Entity's (i) use (internally by
Matria or a Matria Affiliated Entity for testing or demonstrational purposes),
sale, distribution or marketing of, or laboratory analysis, reimbursement or
clinical trials with respect to, any Adeza products or services or (ii)
performance under the Exclusive Marketing Agreement; provided, however, that
Matria shall have no responsibility under this Section 13.2 for any Violation
resulting from (A) actions taken at the specific request of Adeza or (B) Adeza's
failure to package materials delivered by Adeza to Matria in accordance with FDA
regulations.

         13.3 Procedural Requirements. In the event that a party seeks
indemnification pursuant to Sections 9.1, 9.2, 13.1 or 13.2 above (the
"Indemnified Party"), such Indemnified Party shall (a) provide prompt written
notice to the other party (the "Indemnifying Party") detailing the claim for
which indemnification is being sought hereunder, (b) allow the Indemnifying
Party to have sole control over the defense or settlement of such claim,
provided that the Indemnifying Party agrees in writing to accept a tender of
defense of such claim and assume full responsibility therefor at the time at
which it assumes such control and, provided further, that the Indemnifying Party
shall not settle any such claim without the prior written consent of the
Indemnified Party if such settlement could reasonably be construed as having an
adverse effect on the rights of the Indemnified Party, which consent, if
required, will not be unreasonably withheld or delayed and (c) upon the request
of the Indemnifying Party, and at the Indemnifying Party's request, provide all
reasonable and necessary assistance to the Indemnifying Party for the purpose of
defending or settling such claim.




                                      -15-
<PAGE>   16

                                   ARTICLE 14

                      GOVERNING LAW AND DISPUTE RESOLUTION

         14.1 Governing Law. This Agreement and Release shall be governed by and
construed and enforced in accordance with the laws of the State of California,
without regard to its conflicts of law provisions.

         14.2 Dispute Resolution In the event that either Adeza or Matria shall
have a dispute regarding the interpretation of any provision of, or the other
party's compliance with any term or condition of, this Agreement and Release
(other than with respect to the performance of the Transition Responsibilities,
which shall be governed by subsections 1.2(c) and (d) above), then the following
procedures shall be followed:

              (a) such claim shall be in the form of a written notice by the
party with the claim ("Claiming Party") to the other party ("Responding Party")
setting forth the nature of the claim, including, without limitation, the
alleged legal basis therefor, the persons or entities against which such claim
is made, and the proposed remedy;

              (b) within ten (10) business days after receipt of such notice,
the Responding Party shall respond in writing to the Claiming Party either
accepting, denying or proposing a different remedy;

              (c) the parties may continue in such manner until there is a
mutually acceptable resolution of the matter; provided, however, that after (a)
and (b) have occurred at least once, then either party may request, upon written
notice to the other, for the commencement of mediation by a mutually acceptable
third party in no less than thirty (30) business days from the date of such
notice. In the event that the parties cannot agree on an appropriate third party
within ten (10) business days of the date of the notice, then a mediator shall
be appointed pursuant to the rules of JAMS-Endispute;

              (d) the parties may continue in such mediation until there is a
mutually acceptable resolution of the matter; provided, however, that if such
mediation does not result in such resolution within ten (10) business days after
its commencement, then either party may request, upon written notice to the
other, for the commencement of arbitration by a mutually acceptable third party
in no less than sixty (60) business days from the date of such notice, which
arbitration shall be conducted in accordance with the rules of the American
Arbitration Association. In the event that the parties cannot agree on an
appropriate arbitrator within ten (10) business days of the date of the notice,
then an arbitrator shall be appointed pursuant to the rules of the American
Arbitration Association. Any decision by such arbitrator shall be final and
binding upon the parties. The arbitrator shall be required to provide in writing
to the parties the basis for the arbitrator's decision and award, and a court
reporter shall record all hearings for the arbitration with such record
constituting the official transcript of the arbitration proceedings;

              (e) All such mediation and arbitration proceedings shall take
place at a mutually convenient time and place in Chicago, Illinois; and




                                      -16-
<PAGE>   17

              (f) The party asserting any claim pursuant to (a) above shall bear
(i) its own attorney's fees arising out of the proceedings described in this
Section 14.2 and (ii) the costs of mediation and arbitration; provided, however,
that in the event that a party is determined by the arbitrator to be the
prevailing party in such proceedings (or, in the event the parties do not take
the claim to arbitration, and a party is determined by the mediator to be the
prevailing party in such proceedings) the mediator or arbitrator, at their
discretion, may recommend that the prevailing party be reimbursed by the
non-prevailing party for all reasonable expenses and costs incurred by the
prevailing party in protecting or enforcing its rights hereunder, including,
without limitation, its reasonable attorneys' fees. The parties seek to have the
time and expense of the mediation or arbitration minimized to the maximum extent
practicable under the circumstances.

                                   ARTICLE 15

                         VOLUNTARY AND INFORMED DECISION

         The advice of legal counsel has been obtained by each party prior to
signing this Agreement and Release. The parties each acknowledge and represent
that it is executing this Agreement and Release voluntarily with full knowledge
of its legal significance. The parties further acknowledge that each party, with
the assistance of counsel, has participated in the drafting of this Agreement
and Release and that any ambiguity should not be construed for or against any
party on account of such drafting. The parties agree that this Agreement and
Release has been negotiated at arms' length by parties of equal bargaining
power, each of whom was represented by competent counsel of its own choosing.
The parties further acknowledge that the obligations and releases herein
described are in good faith and are reasonable in the context of the matters
released.

                                   ARTICLE 16

                             PROPRIETARY INFORMATION

         Matria shall maintain confidential and shall not use for any purpose
other than that stipulated herein any part of the technical information,
proprietary information or trade secrets received from Adeza in connection with
the Exclusive Marketing Agreement and/or this Agreement and Release; provided,
however, that the obligations of this Article 16 shall not apply to information
which: (a) was in the possession of Matria prior to its receipt from Adeza as
evidenced by written documents; (b) is or hereafter becomes publicly known
through no fault of Matria; or (c) is disclosed to Matria by a third party
entitled to disclose it.

                                   ARTICLE 17

                                NON-SOLICITATION

         Each party agrees that, until December 31, 1998, neither it nor its
affiliates shall solicit any employee or consultant of the other party to
terminate his or her relationship with such other party; provided, however, that
in no event shall either party be prohibited from hiring any employee or
consultant of the other party who makes an unsolicited application or inquiry
for employment or engagement.




                                      -17-
<PAGE>   18

                                   ARTICLE 18

                               GENERAL PROVISIONS

         18.1 Further Assurances. The parties represent, warrant and agree to
execute all documents and to do all things necessary to fully effectuate the
terms of this Agreement and Release.

         18.2 Binding Nature. This Agreement and Release shall be binding upon
the administrators, successors and assigns of the respective parties hereto.

         18.3 Survival. The representations, warranties, agreements, and
promises made by each party to this Agreement and Release and contained herein
shall survive the execution of this Agreement and Release.

         18.4 Entire Agreement. This Agreement and Release, along with all
exhibits hereto, contains the entire agreement between the parties hereto and
supersedes all prior and contemporaneous agreements, arrangements, negotiations
and understandings between the parties hereto relating to the subject matter
hereof. No representations, warranties, covenants or conditions, express or
implied, whether by statute or otherwise, other than as set forth herein, have
been made by any party hereto regarding the subject matter hereof.

         18.5 Waiver. The failure to enforce at any time any of the provisions
of this Agreement and Release or to require at any time performance by the other
party of any of the provisions hereof shall in no way be construed to be a
waiver of such provisions or to affect either the validity of this Agreement and
Release, or any part hereof, or the right of any party thereafter to enforce
each and every provision in accordance with the terms of this Agreement and
Release.

         18.6 Severability. If any provision of this Agreement and Release shall
be held to be invalid, illegal or unenforceable by any court of competent
jurisdiction, then such provision shall be limited or eliminated to the minimum
extent necessary so that this Agreement and Release shall otherwise remain in
full force and effect and enforceable.

         18.7 Attorney's Fees. Each parties' attorneys' fees incurred with
respect to the matters resolved hereby, including preparation of this Agreement
and Release, shall be paid by the party incurring the same.

         18.8 Modification. No supplement, modification, amendment, or waiver of
any term, provision or condition of this Agreement and Release shall be binding
or enforceable unless executed in writing by the parties hereto.




                                      -18-
<PAGE>   19

         18.9 Headings. The subject headings of the paragraphs and subparagraphs
of this Agreement and Release are included solely for purposes of convenience
and reference only, and shall not be deemed to explain, modify, limit, amplify
or aid in the meaning, construction or interpretation of any of the provisions
of this Agreement and Release.

         18.10 Counterparts. This Agreement and Release may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

         18.11 Satisfaction of Accounts. Adeza shall, within five (5) business
days following the Effective Date, pay to Matria all amounts invoiced to Adeza
pursuant to the Exclusive Marketing Agreement (whether or not such payment is
actually due as of the Effective Date) as itemized on Schedule 18.11 hereto, and
Matria acknowledges and agrees that such payment represents payment-in-full for
all amounts invoiced to Adeza pursuant to the Exclusive Marketing Agreement up
to and including the Effective Date. Matria shall, within five (5) business days
following the Effective Date, pay to Adeza all amounts invoiced to Matria
pursuant to the Exclusive Marketing Agreement (whether or not such payment is
actually due as of the Effective Date) as itemized on Schedule 18.11 hereto, and
Adeza acknowledges and agrees that such payment represents payment-in-full for
all amounts invoiced to Matria pursuant the Exclusive Marketing Agreement up to
and including the Effective Date.

         18.12 Notice. Any notice required or permitted by this Agreement and
Release shall be in writing and shall be deemed sufficient upon receipt, when
delivered personally or by courier, overnight delivery service or confirmed
facsimile, or three (3) days after being deposited in the regular mail as
certified or registered mail with postage prepaid, if such notice is addressed
to the party to be notified at such party's address or facsimile number as set
forth below, or as subsequently modified by written notice, and (a) if to Adeza,
to the attention of the Chief Executive Officer, with a copy to Venture Law
Group, 2775 Sand Hill Road, Menlo Park, CA 94025, Attn: Joshua L. Green, or (b)
if to Matria, to the attention of the President, with a copy to the General
Counsel.




                                      -19-
<PAGE>   20

         THIS AGREEMENT AND RELEASE has been duly executed and authorized by the
parties hereto as of the date set forth below.

Dated: March ___, 1998                  ADEZA BIOMEDICAL CORPORATION

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------

                                        Address:  1240 Elko Drive
                                                  Sunnyvale, CA  94089
                                                  fax:  (408) 745-7074


Dated: March ___, 1998                  MATRIA HEALTHCARE, INC.

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------

                                        Address:  1850 Parkway Place, 12th Floor
                                                  Marietta, Georgia  30067
                                                  fax:  (770) 423-7769



                     SIGNATURE PAGE TO AGREEMENT AND RELEASE




                                      -20-
<PAGE>   21



                                  SCHEDULE 3.2

                                     [...]*
















































-----------------------------------
*"Confidential treatment is requested for the language which has been redacted."


<PAGE>   22


                                 Schedule 18.11

                           PAYMENTS INVOICED TO MATRIA

<TABLE>
<CAPTION>
          DESCRIPTION                   INVOICE #                 $ AMOUNT
     ---------------------------------------------------------------------------
<S>                                     <C>                      <C>
     Lab Tests                            22836                  $ 19,065.00
     fFN Complete Kit                     22906                  $ 14,850.00*
     Lab Tests                            22982                  $ 17,763.00
                                                                 -----------
     Lab Tests                            22942                  $ 20,584.00
                                                                 -----------
          TOTAL OUTSTANDING                                      $ 72,262.00
</TABLE>

*INVOICE 22906 = $29,850 LESS PAYMENT $15,000 RECEIVED



                           PAYMENTS INVOICED TO ADEZA

<TABLE>
<CAPTION>
          DESCRIPTION                   INVOICE DATE              $ AMOUNT
     ---------------------------------------------------------------------------
<S>                                     <C>                         <C>
     FedEx Charges                        December               $ 15,446.52
     FedEx Charges                        January                $ 13,247.21
     FedEx Charges                        February               $ 16,844.73

          TOTAL OUTSTANDING                                      $ 45,538.46
</TABLE>




<PAGE>   23


                                    EXHIBIT A

                           TRANSITION RESPONSIBILITIES

Matria Responsibilities

         Matria shall, during the Transition Period, perform in good faith the
following responsibilities with respect to the fFN ELISA Tests and the fFN Rapid
Assay Tests, in substantially the same manner and with the same degree of care
that it performed such responsibilities during the ninety (90) day period
preceding the Effective Date.

         Matria shall process and fill orders for fFN ELISA Tests and provide
customer service and support. Matria shall pay for the fFN ELISA Tests
distributed by Matria during the Transition Period in accordance with the
payment practices in effect during the ninety (90) day period preceding the
Effective Date, except that (i) the price that Matria will pay for the ELISA
kits purchased during the Transition Period shall be [...]*, (ii) the price per
fFN ELISA Test shall be [...]* plus [...]* of all reimbursement amounts in
excess of [...]*, collected by Matria for such test and (iii) Adeza shall
provide to Matria, at Adeza's expense, [...]* individual specimen collection
kits for each fFN ELISA Test sold to Matria or [...]* individual specimen
collection kits, whichever is greater. In the event that Matria requires more
than [...]* individual specimen collection kits, it shall so notify Adeza,
whereupon the parties shall cooperate to ensure that Matria receives sufficient
quantities of specimen collection kits at no charge to Matria. Notwithstanding
the foregoing, Matria shall not be deemed to be in breach of its Transition
Responsibilities to the extent that such breach resulted from Adeza's failure to
provide sufficient quantities of specimen collection kits to Matria as set forth
in this paragraph.

         Following the conclusion of the Transition Period, Matria shall
continue to pursue collections with respect to fFN ELISA Tests sold by Matria
during the Transition Period in accordance with its standard collection
practices and shall continue to remit to Adeza any share of such collections
owed to Adeza in accordance with the payment practices in effect during the
ninety (90) day period preceding the Effective Date. All payments by Matria to
Adeza as part of the Transition Responsibilities shall be made net thirty (30)
days following Matria's receipt of an invoice from Adeza.

         Matria shall, at its expense, continue the two (2) clinical trials
currently in process in Arizona (the Elliot trials) until the conclusion of the
initial phase. As these trials involve Matria's other services in addition to
fFN, Matria will continue these trials at Matria's expense and, upon conclusion
of the initial phase, will provide Adeza a summary of the data and results
therefrom. Matria shall have no other obligations with respect to such clinical
trials and Matria shall own all right in the data and results of such clinical
trials.

         As more fully set forth in Schedule A, Matria shall use commercially
reasonable efforts to facilitate the transfer of its regional laboratory
relationships to Adeza, provided that Matria





------------
*"Confidential treatment is requested for the language which has been redacted."


<PAGE>   24

makes no representation as to the willingness of any such laboratory to contract
with Adeza and shall not be liable in any respect by virtue of such laboratory's
refusal to enter into a contractual relationship with Adeza. The parties
acknowledge that, as of the date hereof, Penrose lab has announced its intention
to discontinue its role as a regional fFN testing laboratory effective March 9,
1998. Moreover, Matria will discontinue its efforts to establish its own
clinical laboratory in New York.

         In addition, in the course of making physician sales calls with respect
to its other products, Matria may market fFN Tests to physicians.
Notwithstanding the foregoing, however, in no event shall Matria be required to
make managed care or physician sales calls (other than in conjunction with Adeza
as specifically outlined on Schedule A hereto), initiate new arrangements with
laboratories, seek Medicaid reimbursement for fFN Test, pursue the assignment of
CPT codes for fFN Tests, or undertake any other forward-looking market
development activities. Moreover, nothing herein shall be deemed to require
Matria to maintain any specific level of fFN Tests per week or month.

         Matria shall not terminate without cause (including constructive
termination) any of its employees or contractors who are, as of the Effective
Date, involved in the marketing or distribution of fFN Tests, nor shall it
reassign any such employees or contractors to a non-fFN related position. In the
event that any such employee or contractor voluntarily terminates his or her
employment or is terminated with cause, Matria shall use commercially reasonable
efforts to temporarily reassign other of its employees or contractors (with
substantially similar skills if possible) as necessary to fulfill its Transition
Responsibilities.

Adeza Responsibilities

         Adeza shall, during the Transition Period, perform in good faith the
following responsibilities with respect to the fFN ELISA Tests and the fFN Rapid
Assay Tests, in substantially the same manner and with the same degree of care
that it performed such responsibilities during the ninety (90) day period
preceding the Effective Date (including, without limitation, its obligations
with respect to product and service shipping charges): laboratory testing
services, reporting of laboratory testing service results, fulfillment of
product orders, regulatory and clinical support. Adeza will reimburse Matria for
actual freight charges related to fFN ELISA Test shipments not to exceed $12.00
per shipment. All payments by Adeza to Matria as part of the Transition
Responsibilities shall be made net thirty (30) days following Adeza's receipt of
an invoice from Matria.

         EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT AND RELEASE,
ADEZA MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE fFN ELISA
TESTS OR OTHER MATERIALS SUPPLIED TO MATRIA HEREUNDER AND EXPRESSLY DISCLAIMS
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.




<PAGE>   25


Information Access and Copies

         Within twenty (20) days following the Effective Date, Matria shall,
during Matria's normal business hours, provide Adeza with reasonable access to,
and copies (or, in Adeza's discretion, written summaries in sufficient detail as
to be useful) of, all information within Matria's control, in both electronic
and hard-copy form, that is included within the categories set forth in the
attached Schedule A dating back to September 1, 1995.

         Similarly, within twenty (20) days following the conclusion of the
Transition Period, Matria shall, during Matria's normal business hours, provide
Adeza with reasonable access to, and copies (or, in Adeza's discretion, written
summaries in sufficient detail as to be useful) of, all information within
Matria's control, in both electronic and hard-copy form, that is included within
the categories set forth in the attached Schedule A dating back to the Effective
Date in substantially the same form as provided to Adeza within twenty (20) days
following the Effective Date as required by the preceding paragraph (as updated
to reflect all events occurring during the Transition Period).

Survival of Certain Obligations

All financial obligations arising from the sale of fFN Tests during the
Transition Period that remain unsatisfied upon the conclusion of the Transition
Period shall survive the conclusion of the Transition Period. Within 30 days
after the end of the Transition Period, Adeza shall repurchase at Matria's
original purchase price from Adeza any inventory in Matria's possession or
control (including inventory consigned to outside laboratories) which was
received by Matria from Adeza during the last ninety (90) days of the Transition
Period and paid for by Matria within thirty (30) days after the conclusion of
the Transition Period. Such repurchase shall be limited to the inventory that
was stored properly by Matria or the outside laboratory in accordance with
labeling requirements and not opened, and shall be repurchased by payment or
credit of the applicable amount, depending upon whether Matria has already paid
for such inventory. Such inventory in Matria's possession (not including
inventory consigned to outside laboratories) shall be shipped to Adeza as soon
as possible after the end of the Transition Period at Adeza's cost; provided,
however, that Adeza shall have the right to select the method of shipment and
carrier.


<PAGE>   26


                                   Schedule A

Physician Sales/Orders

1.  Reports of all physicians ordering the fFN ELISA Test by month including
    quantity ordered, physician name, address, telephone and fax.

2.  Reports or partial reports of all fFN Specimen Collection Kit shipments by
    month to physicians including quantity shipped, physician name, address,
    telephone, fax and current pricing.

3.  A listing of physicians that have not ordered fFN Tests, but have expressed
    an interest in fFN, but Matria is not under any obligation to conduct an
    extensive survey.

4.  Not more than 30 joint physician calls with Adeza or its agents to be
    scheduled at mutually convenient times. Matria will not be required to make
    a joint physician call with an agent of Adeza who is a competitor of Matria
    (such as Coram).

5.  All patient outcome data in the form maintained by Matria, with all patient
    identifiers redacted.

Laboratory Sales/Orders

1.  Copies of all fFN laboratory agreements/contracts (for existing, committed
    to and contemplated agreements/contracts) including laboratory name,
    laboratory contact, address, telephone, fax, current status of
    agreements/contracts and pricing.

2.  Reports of monthly revenue from all laboratories (other than NYU) ordering
    the fFN ELISA Test by month including quantity ordered, laboratory name,
    laboratory contact, address, telephone, fax and current pricing.

3.  Reports of all fFN ELISA Kit and control kit shipments to laboratories by
    product and month including quantity ordered, laboratory name, laboratory
    contact, address, telephone, fax and current pricing.

4.  A listing of all labs exhibiting interest in fFN, but Matria is not under
    any obligation to conduct an extensive survey.

5.  Not more than 15 joint laboratory calls with Adeza or its agents to be
    scheduled at mutually convenient times. Matria will not be required to make
    a joint physician call with an agent of Adeza who is a competitor of Matria
    (such as Coram).

6.  All patient outcome data in the form maintained by Matria, with all patient
    identifiers redacted.


<PAGE>   27

Marketing and Trade Show Materials

1.  Sample copies of all marketing materials relating to fFN in Matria's
    possession including, but not limited to, the fFN ELISA Test, fFN ELISA Kit,
    Specimen Collection Kits and Control Kits (e.g. physician brochures, grand
    rounds presentations, slide presentations, sales lead fulfillment packages,
    in-service education/training materials for physicians, nurses and
    laboratories).

2.  Copies of all trade show materials and posters relating to fFN products and
    services.

3.  Copies of all fFN market research, market strategy, new product or service
    opportunities reports related to fFN (including beta site data and reports),
    provided that the report of Cladek & Associates shall only be provided upon
    Adeza's payment of one half of Matria's cost therefor.

4.  All fFN marketing materials in inventory will be destroyed, and certified as
    such in writing, provided that Matria may maintain and continue to use
    materials that describe fFN as part of Matria's "continuum of care" or
    similar service protocol.

Inventory Status

1.  A report setting forth the inventory of fFN ELISA kits, fFN specimen
    collection kits and fFN control kits maintained at Matria's distribution
    center and, as of the conclusion of the Transition Period, at regional
    laboratories.

Customer Service Inquiries

1.  To the extent such exists, records and service protocols of all fFN patient,
    physician, laboratory and payor call inquiry reports, customer complaint
    logs, customer complaint handling processes and customer complaint
    resolution logs.

2.  To the extent such exists, records and service protocols of all fFN standard
    patient, physician, laboratory and payor customer service questions and
    answers including 800 call line reports.

Reimbursement Activities (Payor Means Commercial Payors and Medicaid)

1.  Sample copies of all presentation materials relating to fFN (e.g. payor
    brochures, slide presentations, education/training materials) for
    presentations made to payors.

2.  Records of all fFN technology assessment programs, to the extent available,
    completed, in-process and contemplated including copies of reports,
    information provided, payor name, payor contact, address, telephone and fax.


<PAGE>   28

3.  A list of all payors with which Matria has a written contract or
    reimbursement of fFN, including payor name, payor contact, address,
    telephone and fax numbers and the reimbursement amount (to the extent
    confidentiality provisions in the contracts permit such disclosure).

4.  Medicaid fFN status for each state including contact name, address,
    telephone and fax numbers.

5.  Reports of all fFN payor reimbursement collection histories and cash
    receipts by month, payor name, payor contact, claim number, date, address,
    telephone and fax.

6.  List of payors with whom Matria is negotiating for fFN reimbursement as of
    the Effective Date and the conclusion of the Transition Period including the
    current status of such negotiations, payor name, payor contact, address,
    telephone and fax.

Clinical Trial Activities  Except with respect to the clinical trials referenced
                           in Exhibit A.

1.  Copies of all fFN clinical trial agreements/contracts (for completed,
    in-process, committed to and contemplated clinical trials (including the
    Lovelace and Kalchbrenner trials)) including protocols, investigator names,
    address, telephone and fax.

2.  Records of all fFN clinical trials (including the Lovelace and Kalchbrenner
    trials) completed and in-process including site files, raw data, patient
    outcome information, analyses, conclusions, final reports, investigator
    names, addresses, telephone and fax.

Regulatory Communications

1.  Records of all regulatory communications related to fFN, for all agencies
    identified in Section 11.2 (a).

2.  Records of all regulatory rulings and actions related to fFN for all
    agencies identified in Section 11.2 (a).

Accounting

1.  Reports of all fFN Test reserves by laboratory (including Adeza).

2.  Reports of quantity of fFN Tests performed by region and state.

3.  Records of all unshipped and open sales orders for fFN ELISA Kits, fFN
    Specimen Collection Kits, and fFN Control Kits as of the Effective Date and
    as of the conclusion of the Transition Period by account and required
    shipping dates.


<PAGE>   29

4.  Reports of all accounts receivable aging by account as of the Effective Date
    and as of the conclusion of the Transition Period for fFN ELISA Tests, fFN
    ELISA Kits, fFN Specimen Collection Kits, fFN Control Kits for laboratories,
    payors and patients (with all patient identifiers redacted).


<PAGE>   30


                                    EXHIBIT B

                      Assignments Separate from Certificate


<PAGE>   31


                      ASSIGNMENT SEPARATE FROM CERTIFICATE

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto Adeza Biomedical Corporation 1,142,858 shares of the Series E Preferred
Stock of Adeza Biomedical Corporation, standing in the undersigned's name on the
books of said corporation represented by Certificate No. _______- herewith, and
does hereby irrevocably constitute and appoint Venture Law Group as
attorney-in-fact to transfer the said stock on the books of the said corporation
with full power of substitution in the premises.

Dated:
      ------------------

                                   ---------------------------------------------
                                   Signature

                                   ---------------------------------------------
                                   Name

                                   ---------------------------------------------
                                   Title


<PAGE>   32


                      ASSIGNMENT SEPARATE FROM CERTIFICATE

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto Adeza Biomedical Corporation 11,657 shares of the Series 2 Preferred Stock
of Adeza Biomedical Corporation, standing in the undersigned's name on the books
of said corporation represented by Certificate No. _______- herewith, and does
hereby irrevocably constitute and appoint Venture Law Group as attorney-in-fact
to transfer the said stock on the books of the said corporation with full power
of substitution in the premises.

Dated:
      ------------------

                                   ---------------------------------------------
                                   Signature

                                   ---------------------------------------------
                                   Name

                                   ---------------------------------------------
                                   Title


<PAGE>   33


                                    EXHIBIT C

                           Form of Joint Press Release




<PAGE>   34
               MATRIA AND ADEZA ANNOUNCE SETTLEMENT OF LITIGATION



Adeza Biomedical Corporation                             Matria Healthcare, Inc.
Emory V. Anderson                                              Donald R. Millard
(409)745-0975                                                      (770)767-4529


         Marietta, GA and Sunnyvale, CA, March 3, 1998, MATRIA HEALTHCARE, INC.
(Nasdaq:MATR) and ADEZA BIOMEDICAL CORPORATION announced today that a settlement
has been reached in the litigation over the Exclusive Marketing Agreement under
which Matria had exclusive distribution rights to Adeza's fetal fibronectin
immunoassay test ("fFN Test"). The fFN Test is an immunodiagnostic test that
assists in identifying women at risk to give birth prematurely.

         Under the terms of the settlement, Matria has agreed to relinquish its
distribution rights and equity interest in Adeza in exchange for the opportunity
to recoup its investment over time, based on future sales of the product. Matria
will continue to distribute the fFN Test during a six-month transition period.
The parties have committed to working together during the transition period to
ensure that there is no disruption to their customers.

         With reference to the settlement, Donald R. Millard, President and
Chief Executive Officer of Matria, stated that, "The settlement represents a
reasonable compromise of the parties' respective rights and gives Matria an
opportunity to recoup its investment in the product. Additionally, the
settlement enables Matria to focus its energies on its core business, without
the expense and distraction of ongoing litigation."

         Emory V. Anderson, President of Adeza, said, "We believe that the
resolution of this litigation is an important step in our ability to serve the
patient and physician community. This settlement allows Adeza to both
manufacture and market the fFN Test, a valuable and cost-effective diagnostic
tool for physicians in their evaluation of expectant mothers."

         Matria Healthcare, Inc. is the leading provider of comprehensive
obstetrical homecare and maternity management services to HMO's, indemnity
carriers and employers.

         Adeza Biomedical Corporation is a Sunnyvale, California-based
biotechnology company that develops, manufactures and markets diagnostic
products and services specifically for women's pregnancy and reproductive health
care problems, including preterm and late birth, preeclampsia, endometriosis and
infertility.

         This press release contains forward-looking statements that involve
risks and uncertainties, including developments in the healthcare industry,
third-party actions over which Matria and Adeza do not have control, and
regulatory requirements applicable to Matria's and Adeza's businesses, as well
as other risks detailed from time to time in reports filed with the Securities
and Exchange Commission.

                                     ####