<PAGE>
                                                                    EXHIBIT 10.8


                                                CONFIDENTIAL TREATMENT REQUESTED

                                SERVICE AGREEMENT

      This agreement ("Agreement") made as of March 31, 1999 by and between
SNYDER HEALTHCARE SALES INC., a New Jersey corporation ("SHS") and ADEZA
BIOMEDICAL CORPORATION, a Delaware corporation ("CLIENT")

                              W I T N E S S E T H:

      WHEREAS, SHS provides integrated outsourced sales and marketing solutions
worldwide, including client field forces, to the healthcare industry; and

      WHEREAS, CLIENT is in the healthcare industry and has need of certain
services of SHS contained in the Scope of Services set forth in Schedule A to
this Agreement, as the same may be amended from time to time; and

      WHEREAS, SHS and CLIENT desire to enter into an agreement under which SHS
will provide such services to CLIENT.

      NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, it is agreed as follows:

1.    TERM

      The Agreement shall be in effect as of March 31, 1999 and shall remain in
effect through and including May 14, 2001 (the "Term"). This Agreement will
automatically renew for additional periods of one year each (each an "Additional
Term"), unless CLIENT gives written notice of non-renewal to the other at least
sixty (60) days prior to the end of the Term or any Additional Term. The amount
of compensation (both fixed and variable fees) payable to SHS


                                      -1-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


under Section 3.1 of this Agreement during any Additional Term will be as
mutually agreed upon.

2.    SCOPE OF SERVICES AND PROFESSIONALISM AND COMPLIANCE

      2.1   The Scope of Services.

      The Scope of Services to be provided under this Agreement is set forth in
Schedule A to the Agreement as the same may be amended from time to time, each
iteration of which shall be dated and signed by an authorized person of each
party to this Agreement. Included with Schedule A is a Summary of Services,
Expenses, Expense Responsibility and Reimbursements ("Summary of Services")
setting forth services, expenses, responsibility for expenses and reimbursement
obligations; the Summary of Services is a part of this Agreement and not simply
a description of what this Agreement contains. The Summary of Services may be
amended from time to time with each alteration dated and signed by an authorized
person of each party. Should CLIENT elect to change the Scope of Services to be
provided under this Agreement, the compensation paid to SHS will be
appropriately adjusted to reflect the change, upon written agreement of the
parties.

      2.2   Professionalism and Compliance.

      SHS shall perform the Services, and shall require each Representative to
perform the Services (i) in a professional manner consistent with industry
standards; (ii) in conformance with that level of care and skill ordinarily
exercised by other professional contract sales organizations in similar
circumstances; and (iii) in compliance with all applicable local, state and
federal laws and regulations.

                                      -2-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


3.    COMPENSATION AND REIMBURSEMENT

      3.1   Compensation.

      CLIENT shall pay SHS compensation for the Scope of Services performed
under this Agreement. The amount of compensation to be paid to SHS shall consist
of one or more fixed fees for services and may also consist of one or more
variable fees for services, all of the fixed and variable fees being set forth
on Schedule B to this Agreement (as the same may be amended from time to time
with each iteration dated and signed by an authorized person of each party to
this Agreement).

      3.2   Reimbursement.

      CLIENT shall also reimburse SHS, and/or persons provided by SHS to perform
the Scope of Services, for certain expenses incurred in performing the services
to be provided under this Agreement, as more fully set on the Summary of
Services.

      3.3   Payment Due

      Invoices are due and payable [***] following receipt by CLIENT. Invoices
shall be sent to Accounts Payable, Adeza Biomedical Corporation, 1240 Elko Dr.,
Sunnyvale, CA 94089. The invoices will clearly state fixed and variable costs
and their categories. Adeza shall not be liable for any fixed costs incurred
more than ninety (90) days prior to the date on the invoice. Invoices will be
remitted by CLIENT to Accounts Receivable, Snyder Healthcare Sales, Inc., 200
Cottontail Lane, Somerset, NJ 08873.

      In addition to SHS's right to terminate this Agreement under Section 10.2
in the case of non-payment, if SHS elects not to terminate the Agreement, CLIENT
shall pay a finance charge


                                      -3-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED

of [***]%[***] for each invoice past due for more than [***] from the receipt
of invoice by the CLIENT.

      3.4   Inspection Right

      Upon prior written notice and at mutually agreeable times, CLIENT has the
right to inspect the books and records of SHS which relate to this Agreement for
the purpose of auditing the documents and invoices with respect to the Scope of
Services provided hereunder.

4.    REPRESENTATIONS OF THE PARTIES

      4.1   SHS Representations.

      SHS represents that:

            a.    it has the requisite expertise, experience and skill to render
                  the Services and that it shall use all reasonable efforts to
                  cause the Services to be performed in a competent, efficient
                  and professional manner.

            b.    the execution, delivery and performance of this Agreement by
                  SHS and the consummation of the transaction contemplated has
                  been duly authorized by all requisite corporate action; that
                  the Agreement constitutes the legal, valid, and binding
                  obligation of SHS, enforceable in accordance with its terms
                  (except to the extent enforcement is limited by bankruptcy,
                  insolvency, reorganization or other laws affecting creditors'
                  rights generally and by general principles of equity); and
                  that this Agreement and performance hereunder does not violate
                  or constitute a breach under any organizational document of
                  SHS or any contract, other form of


                                      -4-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


                  agreement, or judgment or order to which SHS is a party or by
                  which it is bound.

            c.    SHS will maintain insurance with financially sound carriers in
                  the amounts and types (with the deductibles or retentions) as
                  set forth in Schedule C to this Agreement, as the same may be
                  amended from time to time; each iteration of which shall be
                  dated and signed by an authorized person of each party to the
                  Agreement.

      4.2   Client Representations.

      CLIENT represents that:

            a.    The execution, delivery and performance of this Agreement by
      CLIENT and the consummation of the transaction contemplated has been duly
      authorized by all requisite corporate action; that the Agreement
      constitutes the legal, valid, and binding obligation of CLIENT,
      enforceable in accordance with its terms (except to the extent enforcement
      is limited by bankruptcy, insolvency, reorganization or other laws
      affecting creditors' rights generally and by general principles of
      equity); and that this Agreement and performance hereunder does not
      violate or constitute a breach under any organizational document of CLIENT
      or any contract, other form of agreement, or judgment or order to which
      CLIENT is a party or by which it is bound.

            b.    CLIENT will maintain insurance with financially sound carriers
      or through one or more financially sound self-insurance arrangements in
      the amounts and types (and with the deductibles or retentions) as set
      forth in Schedule C to this


                                      -5-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


      Agreement, as the same may be amended from time to time; each iteration of
      which shall be dated and signed by an authorized person of each party to
      the Agreement.

5.    CONFIDENTIALITY

      During the performance of the Services contemplated by this Agreement,
each party may learn confidential, proprietary, and/or trade secret information
of the other party ("Confidential Information"). The party disclosing
Confidential Information shall be referred to as the "Disclosing Party" and the
party receiving Confidential Information shall be referred to as the "Receiving
Party."

      Confidential Information means any information, unknown to the general
public, which is disclosed by the Disclosing Party to the Receiving Party under
this Agreement. Confidential Information includes, without limitation,
technical, trade secret, commercial and financial information about either
party's (a) research or development; (b) marketing plans or techniques, contacts
or customers; (c) organization or operations; (d) business development plans
(i.e., licensing, supply, acquisitions, divestitures or combined marketing); and
(e) products, licenses, trademarks, patents, other types of intellectual
property or any other contractual rights or interests. The Receiving Party shall
neither use nor disclose Confidential Information from the Disclosing Party for
any purpose other than is specifically allowed by this Agreement.

      Upon the expiration or termination of this Agreement, the Receiving Party
shall return to the Disclosing Party all tangible forms of Confidential
Information, including any and all copies and/or derivatives of Confidential
Information made by either party or their employees as well as any writings,
drawings, specifications, manuals or other printed or electronically stored
material based on or derived from, Confidential Information. Any material or
media not subject to return


                                      -6-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


must be destroyed. The Receiving Party shall not disclose to third parties any
Confidential Information or any reports, recommendations, conclusions or other
results of work under this Agreement without prior consent of an officer of the
Disclosing Party. The obligations set forth in this Article 5, including the
obligations of confidentiality and non-use shall be continuing and shall survive
the expiration or termination of this Agreement and will continue for a period
of five (5) years.

      The obligations of confidentiality and non-use set forth herein shall not
apply to the following: (i) Confidential Information at or after such time that
it is or becomes publicly available through no fault of the Receiving Party;
(ii) Confidential Information that is already independently known to the
Receiving Party as shown by prior written records; (iii) Confidential
Information at or after such time that it is disclosed to the Receiving Party by
a third party with the legal right to do so; (iv) Confidential Information
required to be disclosed pursuant to judicial process, court order or
administrative request, provided that the Receiving Party shall so notify the
Disclosing Party sufficiently prior to disclosing such Information as to permit
the Disclosing Party to seek a protective order.

6.    INDEPENDENT CONTRACTOR

      SHS and its directors, officers, and the persons providing services under
the Agreement are at all times independent contractors with respect to CLIENT.
Persons provided by SHS to perform Services shall not be deemed employees of
CLIENT. CLIENT shall not be responsible for SHS's acts or the acts of its
officers, agents and employees while performing the Services whether on CLIENT
premises or elsewhere.

                                      -7-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


      SHS shall not be responsible for any cost, however, attributable to: (i)
any actions by CLIENT that caused a person provided by SHS to perform services
under this Agreement to be reclassified as an employee of CLIENT, (ii) any
unlawful or discriminatory acts of CLIENT, and (iii) language in any CLIENT
benefit plan that is deemed to extend coverage to person provided by SHS to
perform services under the Agreement based on their activities under this
Agreement.

7.    OWNERSHIP OF PROPERTY AND DEVELOPMENTS

      Unless otherwise provided in a Schedule attached to this Agreement
(including without limitation Schedule A-1A), all materials and documents
supplied to either party during the Term of this Agreement, by or through the
other, which relate to the Services shall be the sole and exclusive property of
the originator of those materials and developments. Notwithstanding the
foregoing, all materials and documents or portions thereof, relating to the
fetal fibronectin technology shall be the sole and exclusive property of CLIENT.
Each party agrees to hold all such property and developments, confidential in
accordance with Section 5 of this Agreement. All property and developments,
distributed to licensed practitioners, shall be returned, delivered or assigned
to the originating party upon the expiration or termination of this Agreement.
The provisions of paragraph (b) of Schedule A-1A will survive any expiration or
termination of this Agreement.

8.    FINDER'S FEE AND THIRD PARTY EMPLOYMENT

      8.1   Employment or Retention by CLIENT.

      CLIENT may not employ or retain any person employed by or used by SHS to
provide services under this Agreement on or prior to October 1, 1999 and may not
employ or retain such person thereafter, during the Term of this Agreement,
unless SHS is given [***] advance notice of such employment and the applicable
finder's fee is paid to SHS by CLIENT in the amount set


                                      -8-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


forth in Schedule B to this Agreement (as the same may be amended from time to
time, each iteration of which shall be dated and signed by an authorized person
of each party to this Agreement).

      8.2   Employment or Retention by Third Party.

      Should any third party (which provides integrated outsourced sales and
marketing solutions) with a contract with, or seeking to enter into an
arrangement with, CLIENT (under which the third party is supplying or will
supply services to CLIENT, which services are comparable to the Scope of
Services), employ or retain (as a consultant or otherwise) during the Term of
this Agreement or within [***] after the termination of this Agreement, any
person employed by or used by SHS to provide services under this Agreement, such
third party shall pay SHS $[***] for each person so employed or retained as
liquidated damages. To the extent the amount payable to SHS under the immediate
prior sentence is not paid within two weeks of invoicing, CLIENT shall pay SHS
that amount.

9.    INDEMNIFICATION

      9.1   SHS Indemnifies.

      SHS agrees to indemnify and hold CLIENT, its officers, directors, agents
and employees harmless from and against any and all liabilities, losses,
proceedings, actions, damages, claims or expenses of any kind, including costs
and attorneys' fees which result from (i) any negligent or willful acts or
omissions, (ii) acts or omissions outside the scope of this Agreement or (iii)
any breach of this Agreement by SHS, its agents, directors, officers or
employees, in connection with the representations, duties and obligations of SHS
under this Agreement.

      9.2   CLIENT Indemnifies.

                                      -9-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


      CLIENT agrees to indemnify and hold SHS, its officers, directors, agents,
and employees harmless from and against any and all liabilities, losses,
proceedings, actions, damages, claims or expenses of any kind, including costs
and attorneys' fees which result from (i) any negligent or willful acts or
omissions by CLIENT, its agents, directors, officers or employees, in connection
with the representations, duties and obligations of CLIENT under this Agreement
or (ii) products liability claims relating to any product of CLIENT involved
with the services provided by SHS under this Agreement, except to the extent
that such product liability claim would not have arisen but for any action or
omission for which SHS is obligated to indemnify CLIENT pursuant to Section 9.
1.

      9.3   Indemnification Process.

      Any indemnity available hereunder shall be dependent upon the party
seeking indemnity providing prompt notice to the indemnitor of any claim or
lawsuit giving rise to the indemnity provided, however that failure to comply
with this notice requirement shall not reduce the indemnitor's indemnification
obligation except to the extent that the indemnitor is prejudiced as a result.
Thereafter, the indemnitor shall have exclusive control over the handling of the
claim or lawsuit, and the indemnitee shall provide reasonable assistance to the
indemnitor in defending the claim, at indemnitor's expense.

10.   TERMINATION

      10.1  60 Day Notice

      Notwithstanding any implication raised by the renewal provisions of
      Section 2 of this Agreement, CLIENT may terminate this Agreement at any
      time by giving sixty (60) days prior written notice to SHS.

                                      -10-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


      10.2  Immediate Termination

            This Agreement may be terminated effective immediately upon giving
            written notice as follows:

            a.    by SHS, if payment to SHS by CLIENT is not made when due and
                  such payment is not made within thirty (30) days from the date
                  of notice to CLIENT of such nonpayment; or

            b.    by either party, in the event that the other party has
                  committed a material breach of this Agreement and such breach
                  has not been cured within thirty (30) days of receipt of
                  written notice from the non-breaching party of such breach; or

            c.    by either party, in the event that the other party has become
                  insolvent or has been dissolved or liquidated, filed or has
                  filed against it, a petition in bankruptcy and such petition
                  is not dismissed within sixty (60) days of the filing, makes a
                  general assignment for the benefit of creditors; or has a
                  receiver appointed for a substantial portion of its assets.

      10.3  Survival

      Upon the effective date of termination or expiration, the parties shall
have no further obligation to each other (other than those set forth in Sections
5, 7, 8 and 9), except that CLIENT shall: (a) pay the amount set forth or
provided for on Schedule B to this Agreement in the case of termination; (b) pay
the amount of any fixed and/or variable fees due under Section 3.1 of this
Agreement for Services actually performed by SHS through the date termination or
expiration is effective; and (c) pay any reimbursement amount due under Section
3.2 of this Agreement for


                                      -11-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


expenses related to the performance of Services through the date termination or
expiration is effective.

11.   MISCELLANEOUS

      11.1  Assignment.

      Neither SHS nor CLIENT may assign this Agreement or any of its rights,
duties or obligations hereunder without the other party's prior written consent,
provided, however, that either SHS or CLIENT may assign its rights, duties and
obligations as part of an acquisition of SHS or CLIENT (whether by merger, sale
of all or substantially all of the assigning parties assets related to the
subject matter of this Agreement, or otherwise), as the case may be, so long as
the acquirer (i) is a financially capable business entity and (ii) expressly
assumes in writing those rights, duties and obligations under this Agreement and
this Agreement itself.

      11.2  Merger.

      This Agreement supersedes all prior arrangements and understandings
between parties related to the subject matter of this Agreement

      11.3  Force Majeure.

      Noncompliance with the obligations of this Agreement due to a state of
force majeure, the laws or regulations of any government, regulatory or judicial
authority, war, civil commotion, destruction of facilities and materials, fire,
earthquake or storm, labor disturbances, shortage of materials, failure of
public utilities or common carriers, and any other causes beyond the reasonable
control of the applicable party, shall not constitute a breach of contract.

      11.4  Severability.

                                      -12-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


      If any provision of this Agreement is finally declared or found to be
illegal or unenforceable by a court of competent jurisdiction, both parties
shall be relieved of all obligations arising under such provision, but, if
capable of performance, the remainder of this Agreement shall not be affected by
such declaration or finding. The parties shall endeavor in good faith to agree
to an enforceable provision to replace the illegal or unenforceable provision in
order to effect the intent of the parties in entering into this Agreement.

      11.5  Amendment.

      This Agreement, including any attachments or exhibits entered into
hereunder, contains all of the terms and conditions of the agreement between the
parties and constitutes the complete understanding of the parties with respect
thereto. No modification, extension or release from any provision hereof shall
be affected by mutual agreement, acknowledgment, acceptance of contract
documents, or otherwise, unless the same shall be in writing signed by the other
party and specifically described as an amendment or extension of this Agreement.

      11.6  Governing Law.

      This Agreement shall be construed according to the laws of the State of
California.

      11.7  Counterparts.

      This Agreement may be executed in any number of counterparts, each of
which, when executed, shall be deemed to be an original and all of which
together shall constitute one and the same document.

      11.8  Notices.

      Any notices required or permitted under this Agreement shall be given in
person or sent by first class, certified mail to:

                                      -13-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


            SHS:

            Snyder Healthcare Sales, Inc.
            200 Cottontail Lane
            Somerset, NJ 08873
            Attention: William C. Pollock, President

      with a copy to:

            Peter D. Hutcheon, Esq.
            Norris, McLaughlin & Marcus, P.A.
            721 Route 202-206
            P.O. Box 1018
            Somerville, NJ 08876-1018

            CLIENT:

            Adeza Biomedical Corporation
            1240 Elko Drive
            Sunnyvale, CA 94089
            Attention: Emory Anderson, President

or to such other address or to such other person as may be designated by written
notice given from time to time during the term of this Agreement by one party to
the other.



                                      -14-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


      WHEREFORE, the parties hereto have caused this Agreement to be executed by
their duly authorized representatives.


                                              SNYDER HEALTHCARE SALES, INC.


                                              By: /s/ William C. Pollock
                                                  ------------------------
                                                  Name: William C. Pollock
                                                  Title: President
                                                  Date: 8/31/99

                                              ADEZA BIOMEDICAL CORPORATION


                                              By: /s/ Emory Anderson
                                                  ------------------------
                                                  Name: Emory Anderson
                                                  Title: President
                                                  Date: 9/2/99




                                      -15-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


                                   SCHEDULE A
                                SCOPE OF SERVICES

      SHS will provide the following services (services to be provided must be
initialed).

<TABLE>
<CAPTION>
              INITIAL                       SCHEDULE
              IF SCHEDULE    SCHEDULE       SUBJECT
    DATE      APPLIES        NUMBER         MATTER
    ----      -------        ------         ------
<S>           <C>            <C>            <C>
                             A-1            Detailing to Targets

                             A-2            Sampling of Products to Targets

                             A-3            Manual Design

  N/A           N/A          A-4            Training of CLIENT personnel

  N/A           N/A          A-5            Event Staffing

  N/A           N/A          A-6            Additional/Special Services:
</TABLE>


                                            ------------------------------------

                                            ------------------------------------

                                            ------------------------------------

                                            ------------------------------------


      See the Summary of Services, Expenses, Expense Responsibility and
Reimbursement attached for information concerning the services and associated
costs.


                                     -1-A-1-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


                     SUMMARY OF SERVICES, EXPENSES, EXPENSE
                        RESPONSIBILITY AND REIMBURSEMENTS

      SHS and CLIENT agree to the following Services, Expenses, Expense
Responsibility and Reimbursement obligations set out under headings in
alphabetical order. CLIENT shall promptly reimburse SHS (including reimbursement
for the reasonable expenses of individuals employed by SHS or provided by SHS to
perform the Scope of Services under the Agreement to which this Schedule is
attached) for the reasonable cost of the following items listed below under the
heading "SHS Passthrough Expense to CLIENT" within thirty (30) days of receipt
of timely submission of adequate documentation or as may be agreed to by the
parties:


<TABLE>
<CAPTION>
                                             SHS PASSTHROUGH
      CATEGORY           CLIENT EXPENSE     EXPENSE TO CLIENT   INCLUDED IN SHS FEE
      --------           --------------     -----------------   -------------------
<S>                   <C>                  <C>                  <C>
ADMINISTRATIVE        [***]                 [***]               [***]
Business Cards
Copies
Office Supplies
Phone
Postage
Printing
Stationary
Overnight Courier
Other
ANALYTICS/HPR         [***]                 [***]               [***]
Alignment
Call Plan
ROI Analysis
Other
AUTO COSTS            [***]                 [***]               [***]$[***]
Mileage
Parking
Tolls
Other
BENEFITS              [***]                 [***]               [***]
Medical
Dental
401(k)
Other
BILLABLE HRS          [***]                 [***]               [***]$[***]
PROJECTED
BONUS INCENTIVES      [***]                $[***]               [***]
SHS
Managers
Representatives
Client Server
Other
CALL REPORTING        [***]                 [***]               [***]
</TABLE>


                                     -2-A-2-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


<TABLE>
<CAPTION>
                                             SHS PASSTHROUGH
      CATEGORY           CLIENT EXPENSE     EXPENSE TO CLIENT   INCLUDED IN SHS FEE
      --------           --------------     -----------------   -------------------
<S>                   <C>                  <C>                  <C>
CLIENT OVERHEAD       [***]                [***]                [***]
CONFERENCE CALLS      [***]                [***]                [***]
EQUIPMENT             [***]                [***]                [***]
Computer
Detail Bags
Faxes
Printer
Other
INSURANCE             [***]                [***]                [***]
Auto
Employment
Liability
Life
Travel
Workers Comp
Other
MAILOUT               [***]                [***]                [***]
Correspondence
Materials
Samples
Other
MANAGERS              [***]                [***]                [***]
Number
Full/Flex time
Dedicated/
Syndicated
MARKETING             [***]                [***]                [***]
MEETINGS              [***]                [***]                [***]
Client
Launch
Manager
Medical
Nat'l
POA
Training
Others
NATIONAL BUSINESS     [***]                [***]                [***]
DIRECTORS
Full/Part time
OTHER SERVICES        [***]                [***]                [***]
</TABLE>


                                     -3-A-3-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED



<TABLE>
<CAPTION>
                                             SHS PASSTHROUGH
      CATEGORY           CLIENT EXPENSE     EXPENSE TO CLIENT   INCLUDED IN SHS FEE
      --------           --------------     -----------------   -------------------
<S>                   <C>                  <C>                  <C>
PROMOTIONAL           [***]                [***]                [***]
Entertainment
Gifts
Meals
Programs
Other
RECRUITING            [***]                [***]                [***]$[***]
Ads
Interviews
Referrals
Reference checks,
screens
Ride alongs
Other
REPORTING SYSTEM      [***]                [***]                [***]
Paper Based
SALARIES/WAGES        [***]                [***]$[***]          [***]
Managers
Reps
Client Services
Other
SALES MATERIALS       [***]                [***]                [***]
SALES REPRESENTATIVES [***]                [***]                [***]
Number
Full/Flex time
Dedicated/
 Syndicated
SAMPLES               [***]                [***]                [***]
SEVERANCE             [***]                [***]                [***]
SHS OVERHEAD          [***]                [***]                [***]
SPECIAL CLIENT        [***]                [***]$[***]          [***]$[***]
REQUESTS
STAFFING SERVICES     [***]                [***]                [***]
Number of Persons
Type of Event
Location
Dates
TARGETS               [***]                [***]                [***]
Physicians
Hospitals
Managed Care Entity
Other customers of
Adeza Products
</TABLE>


                                     -4-A-4-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


<TABLE>
<CAPTION>
                                             SHS PASSTHROUGH
      CATEGORY           CLIENT EXPENSE     EXPENSE TO CLIENT   INCLUDED IN SHS FEE
      --------           --------------     -----------------   -------------------
<S>                   <C>                  <C>                  <C>
TAXES                 [***]                [***]                [***]
Payroll
(FICA)
Other
TRAINING              [***]                [***]                [***]
Manager
rep
Home Study
Initial Training
Advanced Training
Computer
Selling Skills
Training Materials
Other
TRAVEL EXPENSES       [***]                [***]                [***]
Air
Auto
Hotel
Meals
Shuttle/Taxi
Tips
Incidentals
Other
VOICE MAIL            [***]                [***]$[***]          [***]
ALL OTHER FIELD       [***]                [***]                [***]
EXPENSE
</TABLE>


<TABLE>
<CAPTION>
                         TERM OF AGREEMENT
-------------------------------------------------------------------
TERM                                                      DATE
----                                                      ----
<S>                                                  <C>
Start Date
Implementation Date                                  March 31, 1999
End/Renew Date                                        May 14, 1999
                                                      May 14, 2001
</TABLE>

                                     -5-A-5-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


Date: 8/31/99                                           Date: 9/2/99


/s/  William C. Pollock                                 /s/    Emory Anderson
------------------------                                ------------------------
 Authorized SHS Person                                   Authorized SHS Person






                                     -6-A-6-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


                                  SCHEDULE A-1
                    SCOPE OF SERVICES - DETAILING TO TARGETS


      Under the Agreement to which this Schedule A-1 is attached SHS will
provide individuals to serve as Sales Representatives to make Calls pursuant to
the Call Plan on Targets.

DEFINITIONS

      1.    "Call" means the activity undertaken by a Sales Representative to
            detail the Products, further described as a face-to-face
            presentation by a Sales Representative to a Target, which includes a
            discussion with the Target of the features and benefits of the
            Products, their contraindications, appropriate uses and other
            pertinent information, and includes giving the Target Product
            Literature and samples of the Products.

      2.    "Call Plan" means a plan designed by CLIENT or SHS which is intended
            to enhance the efficiency and effectiveness of the Sales
            Representatives in making Calls.

      3.    "Manager" means an individual provided by SHS who is engaged under
            this Agreement to manage the Sales Representatives.

      4.    "National Business Director" means an employee of SHS who is engaged
            under this Agreement to supervise the Manager and Sales
            Representatives and to coordinate activities undertaken under this
            Agreement with the senior management of CLIENT.

      5.    "Product" shall mean the products sold by Client which are listed on
            Schedule A-1A to this Agreement, as the same may be amended from
            time to time; each iteration of which shall be dated and signed by
            an authorized person of each party to the Agreement.

      6.    "Product Literature" shall mean promotional, informative and other
            written information concerning the Products. All Product Literature
            shall be provided by CLIENT and utilized by Sales Representatives
            when making Calls.

      7.    "Reports" means periodic reports of calls and other particular
            reports given to CLIENT, including those set forth on Schedule A-1B.

      8.    "Sales Representative" means an individual provided by SHS who is
            engaged under this Agreement to detail the Products.

      9.    "Targets" means the licensed practitioners or others who are
            identified by CLIENT as potential prescription writers and/or
            customers for the Products as provided by CLIENT to SHS prior to SHS
            beginning the recruitment of Sales Representatives and Managers, as
            the same may be amended from time to time, each iteration of which
            shall be dated and signed by an authorized person of each party to
            the Agreement.

HIRE STATUS AND WORK SCHEDULE

      SHS will provide [***] full-time Sales Representatives under the
      Agreement. Those Sales Representatives will be SHS employees. The work
      schedule for these full-time Sales Representatives will average [***]
      hours per week..

      SHS will provide Sales Representatives as a dedicated field force
      established under the Agreement to which this Schedule is attached. As
      Sales Representatives in a dedicated field force, the Sales
      Representatives may not detail products other than the Products for anyone
      but the CLIENT.

CALLS AND TARGETS

      Generally, a Sales Representative is expected to use the Product
      Literature when making a Call and to leave one or more copies of the
      Product Literature and full prescribing information with a Target as part
      of the Call. SHS shall require each Sales Representative to accurately
      record information concerning each Call and concerning the profile of each
      individual Target on whom the Sales Representative calls.

      The Targets to be called upon by the Sales Representatives under this
      Agreement are:


            -  Users and influencers of CLIENT Products and Services as directed
               by CLIENT.

CALL ACTIVITY

      The average number of Calls to be made by Sales Representatives each year
      is [***], subject to a permitted variance of [***]% plus or minus. The
      estimated total number of Calls to be made during the Term of this
      Agreement is [***], subject to the permitted variance.

CLIENT SERVICES MANAGER

      SHS will also provide approximately [***] of the time of an SHS employee
      based at SHS's headquarters to act as a CLIENT Services Manager. In that
      capacity the CLIENT Services Manager will coordinate the interaction among
      Sales Representatives and CLIENT management and assist the Sales
      Representatives with administrative responsibilities related to their
      selling efforts.

                                     -1-A1-1-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


ALIGNMENT

      The configurations of the sales districts and of the territories within
      each district have been or will be provided to SHS; will be maintained by
      SHS at its offices; and may be amended or reconfigured from time to time,
      with each iteration dated by SHS.

HIRING PROFILE

      In selecting Sales Representatives and Managers, SHS will use the
      preferred hiring profile approved by CLIENT as set forth on Schedule A-1A
      to the Agreement as the same may be amended from time to time, each
      iteration of which will be initialed by an authorized person of each party
      to this Agreement. SHS will take reasonable steps to confirm the accuracy
      of information concerning background and experience received from
      applicants for positions as Sales Representatives and Managers. SHS will
      ensure that each Sales Representative and Manager receives the appropriate
      new-hire information package.

TRAINING

      SHS will cause each Sales Representative to participate in appropriate
      training (both at home study and class time). CLIENT will cooperate in
      providing training aids and personnel useful in the conduct of such
      training.

MEETINGS

      This Agreement includes the training and sales meeting activities of Sales
      Representatives listed on Schedule A-1E to this Agreement as the same may
      be amended from time to time; each iteration of which shall be dated and
      signed by an authorized person of each party to the Agreement.

      All training and attendance at meetings other than as set out on Schedule
      A-1E (including training for Sales Representatives and Managers in case
      the CLIENT requests that a new Product be detailed) will be on the basis
      of a charge as set out on Schedule B to the Agreement to which this is
      attached plus reimbursement of reasonable costs as provided in the Summary
      of Services attached to the Agreement. After completion of the initial
      training at the New Hire Sales Training Meetings, CLIENT shall be
      responsible for costs and expenses incurred in connection with additional,
      further training for such individuals, but SHS will be responsible for
      costs and expenses incurred in connection with training of replacement
      hires for individuals who terminate employment with SHS.

PERFORMANCE

      In the event that CLIENT reasonably determines that a Sales Representative
      has (i) violated any applicable law, regulation or policy or (ii) has
      failed to provide satisfactory service to CLIENT following specific notice
      from CLIENT identifying the grounds for determination and a sixty (60) day
      period in which the Sales Representative or Manager shall be given the
      opportunity to improve performance, CLIENT shall immediately notify SHS of
      the same. SHS will use its best efforts to determine whether it concurs
      with CLIENT. After such review SHS shall take all reasonable steps to
      correct the situation and/or to prevent a reoccurrence, including
      reassignment or removal of the person involved.

CALL REPORTING

      SHS will utilize a call reporting system for its Sales Representatives as
      more fully described on Schedule A-1F to this Agreement, as the same may
      be amended from time to time; each iteration of which shall be dated and
      signed by an authorized person of each party to the Agreement. Sales
      Representatives and Managers will contribute to and/or produce the Reports
      reflecting that call reporting system. CLIENT will be responsible for
      reasonable costs associated with any customizing, special system
      configuration and the like.

REPRESENTATIONS AND UNDERTAKINGS

      In connection with this Schedule A-1:

      a.    SHS represents:

            i.    that neither SHS nor any person employed by SHS in connection
                  with any work to be performed for or on behalf of CLIENT has
                  been debarred under Section 306(a) or (b) of the Federal Food,
                  Drug and Cosmetic Act, and that no debarred person will in the
                  future be employed by SHS in connection with any work to be
                  performed for or on behalf of CLIENT. If at any time after
                  execution of this Agreement, SHS becomes aware that SHS or any
                  person employed by SHS in connection with any work to be
                  performed for or on behalf of CLIENT shall become or shall be
                  in the process of being debarred, SHS hereby agrees to so
                  notify CLIENT at once.

      b.    SHS will:

            i.    use its best efforts to cause each Sales Representative to
                  make Calls in a professional manner, consistent with the
                  applicable policy and procedure manual, to make calls only on
                  Targets and to present only information about the Products
                  which is consistent with the Product Literature. SHS shall not
                  and shall not permit the Sales Representatives to add, delete
                  or modify claims of efficacy or safety of the Products, nor
                  make any changes (including underlining or otherwise
                  highlighting any language or adding any notes thereto) in the
                  Product Literature. SHS shall use and shall permit the Sales
                  Representatives only to use the Product Literature provided by
                  CLIENT. Under no circumstances shall SHS or the Sales
                  Representatives develop, create, or use any other promotional
                  material or literature or alter Product Literature provided by
                  CLIENT. SHS shall immediately cease the use of any Product
                  Literature when instructed to do so by CLIENT. SHS shall use
                  the Product Literature only for the purposes of this
                  Agreement. All copyright and other intellectual property
                  rights therein shall remain vested in CLIENT.

            ii.   use its best efforts to replace any Sales Representative
                  terminated by it within no more than [***] days of the date of
                  termination.

            iii.  inform CLIENT promptly of any reports of any adverse
                  occurrence involving a Product of which SHS becomes aware or
                  of any information SHS shall receive regarding any threatened
                  or pending action by any governmental agency which may affect
                  the Products. SHS shall, at the request of CLIENT, cooperate
                  with CLIENT in formulating a response to any such action.

            iv.   [***]

      c.    CLIENT will:

            i.    provide SHS with all Product Literature useful to facilitate
                  the detailing of the Products.

            ii.   inform SHS promptly of any changes which CLIENT believes are
                  necessary or appropriate in the Product Literature or in
                  information concerning the Products in order to be in
                  compliance with all applicable Federal and State law,
                  regulations and administrative guidance.

                                     -2-A1-2-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED

            iii.  timely respond to any inquiry concerning a Product from any
                  licensed practitioner and directed to SHS.

SALES FORCE STATUS

      SHS officers, agents and employees are independent from all control by
      CLIENT, except as to how they represent or characterize the Products when
      detailing the Products. They are not now nor will they in the future be
      considered as eligible for any CLIENT employee benefits or compensation as
      a result of being employed by SHS to carry out SHS's obligations under
      this Agreement.

         Date:  8/31/99                   Date:  9/2/99
              ---------------------             ---------------------

          /s/ Illegible                   /s/ Emory V. Anderson
         --------------------------       ---------------------------
         Authorized SHS Person            Authorized CLIENT Person


                                     -3-A1-3-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED



                                  SCHEDULE A-1A
                              PRODUCTS and SERVICES

"Products and Services" for purposes of Schedule A-1 (to which this Schedule
A-1A is attached) and the Agreement to which Schedule A-1 (including this
Schedule A-1A) is attached means:

Products                             Description
--------                             -----------

Fetal fibronectin tests              Diagnostic Tests

Etegrity Services                    Diagnostic Service

Other CLIENT Products or Services


      (a) The Products and Services shall be promoted by SHS under trademarks
owned by or licensed to CLIENT. This Agreement does not constitute a grant to
SHS of any property right or interest in the Products and Services or the
trademarks owned by or licensed to CLIENT or an Affiliate of CLIENT and/or any
other intellectual property rights which CLIENT owns now or in the future. SHS
recognizes the validity of and the title of CLIENT to all their trademarks and
trade names in any country in connection with the Products and Services, whether
registered or not.

      (b) All information, data, writings, inventions and other work products,
in any form whatsoever, both tangible and intangible, developed as a result of
or in connection with SHS's performance of the Services, including without
limitation the Product Literature and all information gathered or developed by
the Representatives in the course of the Services (collectively, the "Works"),
shall be considered works made for hire pursuant to the Copyright Act of 1976
(if applicable), and/or shall be the sole and exclusive property of CLIENT.
CLIENT shall be the sole owner of all the rights to such Works in any form and
in all fields of use known or hereafter existing. Upon the request of CLIENT,
and at CLIENT's sole expense, SHS will assist CLIENT in documenting or
perfecting CLIENT's ownership of the Works. Notwithstanding the foregoing,
intellectual property owned by or licensed to SHS prior to the issuance of any
task order, and which is used by SHS to develop any Works, shall remain the
property of SHS (the "Components"). CLIENT agrees not to assert against SHS and
its licensees any ownership interest in the Components. Notwithstanding the
foregoing, CLIENT shall have a non-exclusive, irrevocable, perpetual,
non-transferable (except to affiliates and to other persons CLIENT transfers or
authorizes to use the Works), worldwide, royalty-free license to use such
Components in conjunction with the Works and any subsequent versions or
derivative Works thereof. Upon the termination of this Agreement, SHS shall
return to CLIENT all Works.


                                     -6-A1-6-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED



         Date:  8/31/99                   Date:  9/2/99
              ---------------------             ---------------------

          /s/ Illegible                    /s/ Emory V. Anderson
         --------------------------       ---------------------------
         Authorized SHS Person            Authorized CLIENT Person


                                     -7-A1-7-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED



                                  SCHEDULE A-1B
                                     REPORTS

      The Reports required under the Agreement to which Schedule A-1 (including
this A-1B) is attached are:

<TABLE>
<CAPTION>
Report               By Whom             Frequency           Other Information
------               -------             ---------           -----------------
<S>                  <C>                 <C>                 <C>
Call Report          Sales Reps          [***]               Sent with invoices
</TABLE>

         Date:  8/31/99                   Date:  9/2/99
              ---------------------             ---------------------

          /s/ Illegible                    /s/ Emory V. Anderson
         --------------------------       ---------------------------
         Authorized SHS Person            Authorized CLIENT Person


                                    -1-A1B-1-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED



                                  SCHEDULE A-1C
                            PREFERRED HIRING PROFILE

Qualifiers

Must have:  [***]
                  [***]
                  [***]
                  [***]
                  [***]

Business Experience Preferences

Most preferable to least preferable:

            [***]
            [***]
            [***]
            [***]

Professional Skills

Desired:    [***]
            [***]
            [***]
            [***]
            [***]
            [***]
            [***]
            [***]
            [***]
            [***]
            [***]


         Date:  8/31/99                   Date:  9/2/99
              ---------------------             ---------------------

          /s/ Illegible                    /s/ Emory V. Anderson
         --------------------------       ---------------------------
         Authorized SHS Person            Authorized CLIENT Person


                                    -1-A1C-1-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED



                                  SCHEDULE A-1E
                         MEETINGS INCLUDED IN AGREEMENT

      (indicate number; type, whether national, regional or district, and length
of training and sales meetings; also indicate the party responsible for the
costs incurred in attending)

                                               Party Responsible for Costs

      [***] NEW-HIRE SALES TRAINING MEETINGS   [***]

      Other Meetings, as requested by CLIENT CLIENT


      See the Summary of Services, Expenses, Expense Responsibility and
Reimbursement attached to the Agreement for information concerning CLIENT
responsibility for costs.

         Date:  8/31/99                   Date:  9/2/99
              ---------------------             ---------------------

          /s/ Illegible                   /s/ Emory V. Anderson
         --------------------------       ---------------------------
         Authorized SHS Person            Authorized CLIENT Person


                                    -1-A1E-1-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED



                                  SCHEDULE A-1F
                              CALL REPORTING SYSTEM

The Call reporting system to be used is:

      [ ]  automated (specifying the system):

                  [ ]  house

                  [ ]  vendor

      [X]  paper-based

                  [X]  primary

                  [ ]  backup

         Date:  8/31/99                   Date:  9/2/99
              ---------------------             ---------------------

          /s/ Illegible                   /s/ Emory V. Anderson
         --------------------------       ---------------------------
         Authorized SHS Person            Authorized CLIENT Person


                                    -1-A1F-1-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED



                                  SCHEDULE A-3
                        SCOPE OF SERVICES - MANUAL DESIGN

      [***]

      [***]





         Date:  8/31/99                   Date:  9/2/99
              ---------------------             ---------------------

          /s/ Illegible                   /s/ Emory V. Anderson
         --------------------------       ---------------------------
         Authorized SHS Person            Authorized CLIENT Person


                                     -1-A3-1-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED



                                   SCHEDULE B
           COMPENSATION - FIXED FEES, VARIABLE FEES AND FINDER'S FEES

FIXED FEES

      CLIENT shall pay SHS Fixed Fees (subject to reduction in the part of the
Term ending May 14, 2000) as follows:

      1.    For so much of the Term as ends May 14, 2000 $[***] payable as
            follows:

            (i)   $[***] by April 14, 1999
                        $[***] by May 1, 1999
                        $[***] by June 1, 1999

            (ii)  $[***] per month beginning June 1, 1999

Subject, however, to reduction as follows:

      SHS will conduct [***].

      Number of Sales
      Representatives hired  Amount of
      for First Class        Reduction
      ---------------        ---------
      [***]                   [***]
      [***]                  $[***]
      [***]                  $[***]
      [***]                  $[***]



      Number of Sales
      Representatives hired  Amount of
      for Second Class       Reduction
      ----------------       ---------
      [***]                   [***]
      [***]                  $[***]



      2.    For so much of the Term as begins [***] and ends [***], $[***]
            payable in [***] payments of $[***] beginning [***]. This fee will
            be subject to a proportional reduction based upon the actual hours
            spent related to the Products by the SHS Sales Force as compared
            with the projected hours listed in Schedule A.

If SHS is able to begin implementation earlier than [***] or otherwise to
increase either the number of hours and/or Sales Representatives involved in
making Calls, SHS will request that CLIENT make payment of additional Fixed Fees
at the rate of $[***] per Sales Representative week. Any such enhanced services
under the Agreement to which this Schedule is attached shall be approved in
advance by CLIENT and, thus, the Fixed Fees shall not be increased without the
prior approval of the CLIENT.

VARIABLE FEES

      CLIENT will also pay SHS Variable Fees with the amount due computed based
      upon $[***] at the [***]% performance level for so much of the Term as
      ends [***] and based upon $[***] at the [***]% performance level for the
      Term as begins [***] and ends [***]. SHS will be entitled to receive
      Variable Fees based upon actual sales of the Products in each sales
      territory compared to the sales forecast for each territory as agreed to
      in advance by CLIENT and SHS.

      Sales performance will be evaluated as of [***] and [***] and on [***] and
      [***] for eligibility to receive Variable Fees. The evaluations in [***]
      shall be based on performance in the prior [***] months, and may result in
      the award of up to [***]% of the Variable Fees payable for [***] months
      ending the following [***]. The evaluations in [***] shall be based on
      sales performance during the prior [***] months and may result in the
      award of up to [***]% of the Variable Fees, adjusted for the amount (if
      any) of Variable Fees paid to SHS in the prior [***].

      Entitlement to Variable Fees shall be computed using $[***] as the [***]%
      performance level for the period ending [***] and using $[***] as the
      [***]% performance level for the period from [***] to [***] and in all
      cases shall be based on the following sales performance schedule:

                                     -1-B-1-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


Percent of Forecast           Percent of Available
Achieved                      Amount of Payment
-------------------------     -------------------------
[***]%                        [***]%
[***]%                        [***]%
[***]%                        [***]%
[***]%                        [***]%
[***]%                        [***]%
[***]%                        [***]%


                                     -2-B-2-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


FINDER'S FEES

      Should CLIENT employ an employee of SHS or a person provided by SHS to
      perform the Scope of Services under the Agreement to which this Schedule
      is attached, the Finder's Fees payable in accordance with Section 8 of the
      Agreement are as follows:

           Employed by            Finder's Fee and
           CLIENT                 Other Consequence
           --------------------   --------------------

           On or prior to [***]   Breach of Service Agreement

           [***]                  $[***] per Sales Representative
                                        Except, $[***] per Sales Representative
                                        who was originally referred to SHS by
                                        CLIENT

           [***]                  $[***] per Sales Representative
                                        Except, No charge per Sales
                                        Representative who was originally
                                        referred to SHS by CLIENT

           Thereafter             No Charge

         Date:  8/31/99                   Date:  9/2/99
              ---------------------             ---------------------

          /s/ Illegible                   /s/ Emory V. Anderson
         --------------------------       ---------------------------
         Authorized SHS Person            Authorized CLIENT Person


                                     -3-B-3-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED



                                   SCHEDULE C
                             INSURANCE REQUIREMENTS

      SHS shall maintain the following insurance during the Term of the
Agreement to which this Schedule is attached:

      [***]                            $[***]
      [***]                             [***] $[***]

      [***]                            $[***]
      [***]                             [***]

      [***]                                   $[***]
      [***]                            $[***]
                                                     $[***]


      SHS will provide CLIENT with evidence of SHS's insurance. SHS will name
CLIENT as an additional insured party under SHS's insurance policy, and will
provide to CLIENT at least thirty (30) days prior, written notice of any change
or cancellation to the SHS's insurance program.

CLIENT:

      CLIENT shall maintain the following insurance or self-insurance during the
Term of the Agreement to which this Schedule is attached:

      [***]$[***]


                                     -1-C-1-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED



      CLIENT will provide SHS with evidence of CLIENT's insurance. CLIENT will
name SHS as an additional insured party under CLIENT's insurance policy, and
will provide to SHS at least thirty (30) days prior, written notice of any
change or cancellation to the CLIENT's insurance program.



         Date:  8/31/99                   Date:  9/2/99
              ---------------------             ---------------------

          /s/  Illegible                  /s/ Emory V. Anderson
         --------------------------       ---------------------------
         Authorized SHS Person            Authorized CLIENT Person


                                       -2-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED



                                 FIRST AMENDMENT
                                       TO
                                SERVICE AGREEMENT

      This first amendment ("First Amendment") made as of March 8, 2002, by and
between VENTIV HEALTH U.S. SALES INC., (formerly known as Snyder Healthcare
Sales, Inc.), a New Jersey corporation ("VHS") and ADEZA BIOMEDICAL CORPORATION,
a Delaware corporation ("CLIENT") to a certain Service Agreement made as of
March 31, 1999 (the "Agreement") by and between VHS and CLIENT.

                                   WITNESSETH:

      WHEREAS, Snyder Healthcare Sales, Inc. changed is corporate name in 1999
to Ventiv Health U.S. Sales, Inc.; and

      WHEREAS, the Agreement by its terms expires May 14, 2001; and

      WHEREAS, VHS and CLIENT desire to amend and extend the Agreement as set
forth in this First Amendment.

      NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, it is agreed as follows:

1.    Wherever "Snyder Healthcare Sales, Inc." appears in the Agreement that
      text shall be amended and deemed to read "Ventiv Health U.S. Sales, Inc."
      and wherever "SHS" appears in the Agreement that text shall be amended and
      deemed to read "VHS".

2.    The Term of the Agreement shall be extended until May 14, 2003, unless
      earlier terminated as provided in the Agreement.



THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


3.    The Summary of Services in the Agreement shall be amended effective May
      15, 2001 by the Amended Summary of Services attached hereto as Exhibit A.

4.    The definition "National Business Director" on Schedule A-1 shall be
      replaced effective May 15, 2001 with "Specialty Business Unit" which means
      the [***]. The definition "Reports" on Schedule A-1 shall be amended to
      read:

            [***].

5,    The paragraph in Schedule A-1 under the heading "CLIENT SERVICES MANAGER"
      shall be deleted from the Agreement effective May 15, 2001. This function
      is included in the services provided by the Specialty Business Unit.

6.    Schedule A-1B shall be amended effective May 15, 2001 by the Amended
      Schedule A-1B attached hereto as Exhibit B.

7.    Schedule A-1F shall be deleted from the Agreement effective May 15, 2001;
      VHS will not provide Call Reports from a Call Reporting System. Instead
      VHS shall file period Sales Reports with CLIENT.

8.    Schedule A-3 concerning Manual Design shall be deleted from the Agreement
      effective May 15, 2001; those services have been completed.

9.    Schedule B in the Agreement shall be amended effective May 15, 2001 by the
      Amended Schedule B attached hereto as Exhibit C.

10.   Except as expressly amended or revised by this First Amendment the
      Agreement shall remain in full force and effect.


                                        2

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


      WHEREFORE, the parties hereto have caused this First Amendment to be
executed by their duly authorized representatives.

                                    VENTIV HEALTH U.S. SALES, INC.



                                    By:  /s/ Patrick Fourteau
                                         -----------------------------
                                         Name:  Patrick Fourteau
                                         Title:  President
                                         Dated: 3/14/02


                                    ADEZA BIOMEDICAL CORPORATION



                                    By:  /s/ Emory V. Anderson
                                         -----------------------------
                                         Name:  Emory V. Anderson
                                         Title:  President and CEO
                                         Dated: 3/8/02


                                        3

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED



                                                                       Exhibit A

                      AMENDED SUMMARY OF SERVICES, EXPENSES
                    EXPENSE RESPONSIBILITY AND REIMBURSEMENTS

      VHS and CLIENT agree to the following Services, Expenses, Expense
Responsibility and Reimbursement obligations set out under headings in alpha
order. CLIENT shall promptly reimburse VHS (including reimbursement for the
reasonable expenses of individuals employed by VHS or provided by VHS to perform
the Scope of Services under the Agreement to which this Schedule is attached)
for the reasonable cost of the following items listed below under the heading
"VHS Passthrough Expense to CLIENT":

--------------------------------------------------------------------------------
CATEGORY                 CLIENT           VHS PASSTHROUGH        INCLUDED IN
                         EXPENSE          EXPENSE TO CLIENT      VHS FEE
--------------------------------------------------------------------------------
ADMINISTRATIVE           [***]            [***]                  [***]
Business Cards
Photocopies
Office Supplies
Phone
Postage
Printing
Stationary
Overnight Courier
Other
--------------------------------------------------------------------------------
ANALYTICS/HPR            [***]            [***]                  [***]
Alignment
Call Plan
ROI Analysis
Other
--------------------------------------------------------------------------------
AUTO COSTS               [***]            [***]                  [***]$[***]
Mileage
Parking
Tolls
Other
--------------------------------------------------------------------------------


                                       A-1

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


--------------------------------------------------------------------------------
CATEGORY                 CLIENT           VHS PASSTHROUGH        INCLUDED IN
                         EXPENSE          EXPENSE TO CLIENT      VHS FEE
--------------------------------------------------------------------------------
BENEFITS                 [***]            [***]                  [***]
Medical
Dental
401(k)
Other
--------------------------------------------------------------------------------
BILLABLE CALLS           [***]            [***]                  [***]
(Hrs) Projected
Group Calls
--------------------------------------------------------------------------------
BONUS INCENTIVES         [***]            [***]                  [***]
VHS
Managers
Representatives
Client Serv
Other
--------------------------------------------------------------------------------
CLIENT OVERHEAD          [***]            [***]                  [***]
--------------------------------------------------------------------------------
CONFERENCE CALLS         [***]            [***]                  [***]
--------------------------------------------------------------------------------
EQUIPMENT                [***]            [***]                  [***]
Computer
Detail Bags
Faxes
Printer
Other
--------------------------------------------------------------------------------
INSURANCE                [***]            [***]                  [***]
Auto
Employment
Liability
Life
Travel
Workers Comp
Other
--------------------------------------------------------------------------------
MAILOUT                  [***]            [***]                  [***]
Correspondence
Materials
Samples
Other
--------------------------------------------------------------------------------
MARKETING                [***]            [***]                  [***]
--------------------------------------------------------------------------------

                                       A-2

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


--------------------------------------------------------------------------------
CATEGORY                 CLIENT           VHS PASSTHROUGH        INCLUDED IN
                         EXPENSE          EXPENSE TO CLIENT      VHS FEE
--------------------------------------------------------------------------------
MEETINGS                 [***]            [***]                  [***]
Client
Launch
Manager
Medical
Nat'l
POA
Training
Others
--------------------------------------------------------------------------------
NATIONAL BUSINESS        [***]            [***]                  [***]
DIRECTOR
Full/Part Time
--------------------------------------------------------------------------------
OTHER SERVICES           [***]            [***]                  [***]
--------------------------------------------------------------------------------
PROMOTIONAL              [***]            [***]                  [***]
Entertainment
Gifts
Meals
Programs
Other
--------------------------------------------------------------------------------
RECRUITING               [***]            [***]                  [***]
Ads
Interviews
Referrals
Reference checks, screens
Ride alongs
Other
--------------------------------------------------------------------------------
REPORTING SYSTEM         [***]            [***]                  [***]
Paper Based
Back Up
Automated

------------
(type)
--------------------------------------------------------------------------------
SALARIES/WAGES           [***]            [***]$[***]$[***]      [***]
Managers
Reps
Client Services
Other
--------------------------------------------------------------------------------

                                       A-3

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


--------------------------------------------------------------------------------
CATEGORY                 CLIENT           VHS PASSTHROUGH        INCLUDED IN
                         EXPENSE          EXPENSE TO CLIENT      VHS FEE
--------------------------------------------------------------------------------
SALES MATERIALS          [***]            [***]                  [***]
--------------------------------------------------------------------------------
SALES REPRESENTATIVES    [***]            [***]                  [***]
--------------------------------------------------------------------------------
Number
Full/Flex time
Dedicated/
  Syndicated
--------------------------------------------------------------------------------
SALES REPORTS            [***]            [***]                  [***]
--------------------------------------------------------------------------------
SAMPLES                  [***]            [***]                  [***]
--------------------------------------------------------------------------------
SEVERANCE                [***]            [***]                  [***]
--------------------------------------------------------------------------------
VHS OVERHEAD             [***]            [***]                  [***]
--------------------------------------------------------------------------------
SPECIAL CLIENT REQUESTS  [***]            [***]                  [***]
--------------------------------------------------------------------------------
STAFFING SERVICES        [***]            [***]                  [***]
Number of Persons
Type of Event
Location
Dates
--------------------------------------------------------------------------------
TARGETS                  [***]            [***]                  [***]
Physician
Specialty(ies)
PA's/NP's
Pharmacists
Hospitals
Clinics
Managed Care
Entity
--------------------------------------------------------------------------------
TAXES                    [***]            [***]                  [***]
Payroll
(FICA,...)
Other
--------------------------------------------------------------------------------


                                       A-4

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


--------------------------------------------------------------------------------
CATEGORY                 CLIENT           VHS PASSTHROUGH        INCLUDED IN
                         EXPENSE          EXPENSE TO CLIENT      VHS FEE

--------------------------------------------------------------------------------
TRAINING                 [***]            [***]                  [***]
Manager
Rep
Home Study
Initial Training
Advanced Training
Computer
Selling Skills
Training
Materials
Other
--------------------------------------------------------------------------------
TRAVEL EXPENSES          [***]            [***]                  [***]
Air
Auto
Hotel
Meals
Shuttle/Taxi
Tips
Incidentals
Other
--------------------------------------------------------------------------------
VOICE MAIL               [***]            [***]                  [***]
--------------------------------------------------------------------------------
ALL OTHER FIELD EXPENSE  [***]            [***]                  [***]
--------------------------------------------------------------------------------


                                       A-5

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


     TERMS OF AGREEMENT
--------------------------------------------------------------------------------
TERM                                                 Date
Start Date                                           May 15, 2001
End/Renew Date                                       May 14, 2003
--------------------------------------------------------------------------------





         Date:  3/14/02                   Date:  3/8/02
              ---------------------             ---------------------

          /s/ Patrick Fourteau            /s/ Emory V. Anderson
        --------------------------       ---------------------------
         Authorized SHS Person            Authorized CLIENT Person


                                       A-6

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


                                                                       Exhibit B

                              AMENDED SCHEDULE A-1B
                                     REPORTS

         The Reports required under the Agreement to which Schedule A-1
(including this A-1B) is attached are:

     Report              By Whom           Frequency           Other Information

[***]                 [***]              [***]                 [***]





Date:       3/14/02                             Date:       3/8/02
     --------------------                            --------------------


/s/ Illegible                                   /s/ Emory V. Anderson
-------------------------                       -------------------------
Authorized VHS Person                           Authorized CLIENT Person



                                    A-1B-1

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


                                                                       Exhibit C

                               AMENDED SCHEDULE B
           COMPENSATION - FIXED FEES, VARIABLE FEES AND FINDER'S FEES

FIXED FEES

         CLIENT shall pay VHS Fixed Fees as follows:

for the period May 15, 2001 to May 14, 2002
-------------------------------------------

          $[***] per Sales Representative for that twelve month period (based on
          a base salary of not more than $[***] per year). CLIENT will pay
          $[***] per Sales Representative per [***] months for any Sales
          Representatives in excess of [***] added during this period (based on
          a base salary of not more than $[***] per year) prorated for the
          applicable portion of the [***] period.

for the Period May 15, 2002 to Mgy 14, 2003
-------------------------------------------

          $[***] per Sales Representative for that [***] month period (based on
          a base salary of not more than $[***] per year). CLIENT will pay
          $[***] per Sales Representative per [***] months for any Sales
          Representatives added during this period (based on a base salary of
          not more than $[***] per year) prorated for the applicable portion of
          the [***] period.

VARIABLE FEES

          CLIENT shall pay VHS in addition Variable Fees based on performance,
          with the maximum amount due for each [***] period equal to $[***]. VHS
          shall be entitled to receive Variable Fees based upon actual sales of
          the Products in the sales territories as compared to the sales
          forecast for each territory (as agreed to in advance by CLIENT and
          VHS) pursuant to the formula set out below:

                          Adeza-Ventiv Risk Share Pool


RISK POOL CRITERIA

[***]$[***]

[***]%[***]$[***]
[***]%[***]$[***]

Sales Targets (Pool A)

PERFORMANCE                     PAYOUT

[***]%[***]                     [***]%[***]
[***]%[***]                     [***]%[***]
[***]%[***]                     [***]%[***]
[***]%[***]                     [***]%[***]
[***]%[***]                     [***]%[***]

Non-Sales Performance

GOAL                                      PAYOUT

[***]%[***]                               [***]%[***]

                                       B-1

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED



[***]                                     [***]%[***]

Example

[***]$[***]

PERFORMANCE                                PAYOUT

[***]$[***]                                [***]%[***]$[***]%[***]$[***]
[***]%                                     [***]%[***]$[***]

[***]                                      [***]%[***]$[***]
[***]$[***]$[***]$[***]

                                       B-2

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED



FINDERS' FEES

         From [***] on, no Finders' Fees are payable with respect to the
         conversion of Sales Representatives. CLIENT shall not solicit, employ
         or retain any VHS personnel other than Sales Representatives without
         the prior written consent of VHS.

Date:       3-14-02                             Date:       3/8/02
     --------------------                            --------------------


/s/ Illegible                                   /s/ Emory V. Anderson
-------------------------                       -------------------------
Authorized VHS Person                           Authorized CLIENT Person



                                       B-3

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


                                SECOND AMENDMENT
                                       TO
                                SERVICE AGREEMENT


      This second amendment ("Second Amendment") made as of July 22, 2002, by
and between VENTIV HEALTH U.S. SALES LLC, a New Jersey limited liability company
and successor by merger to Ventiv Health U.S. Sales, Inc., A New Jersey
corporation ("VHS') and ADEZA BIOMEDICAL CORPORATION, a Delaware corporation
("CLIENT') to a certain Service Agreement made as of March 31, 1999 (the
"Agreement') by and between VHS and CLIENT and previously amended by a certain
First Amendment made as of March 8, 2001 (the "First Amendment", the Agreement
as so amended being the "Amended Agreement") by and between VHS and CLIENT.

                                   WITNESSETH:

      WHEREAS, the Amended Agreement by its terms expires May 14, 2003; and

      WHEREAS, VHS and CLIENT desire to amend the Agreement to add a second
field force of VHS personnel (the "Direct Force"; the original field force of
VHS personnel being the "General Force") and to extend the Agreement as set
forth in this Second Amendment.

      NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, it is agreed as follows:

1.    Wherever "Ventiv Health U.S. Sales, Inc." appears in the Amended Agreement
      that text shall be amended and deemed to read "Ventiv Health U.S. Sales
      LLC".

2.    The Term of the Agreement shall be extended until May 14, 2004, unless
      earlier terminated as provided in the Agreement.



THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


3.    The Summary of Services in the Agreement shall be amended effective May
      15, 2002 by the Second Amended Summary of Services attached hereto as
      Exhibit A.

4.    The text of Schedule A-1 in this Agreement under the headings "HIRE STATUS
      AND

      WORK SCHEDULE" and "CALLS AND TARGETS" is replaced in its entirety by the
      following:

      HIRE STATUS AND WORK SCHEDULE

                  VHS will provide up to [***] full-time Sales Representatives
                  under the Agreement. Those Sales Representatives will be VHS
                  employees. The work schedule for these full-time Sales
                  Representatives will average [***] hours per week.

                  VHS will provide [***] of these Sales Representatives as a
                  dedicated field force (the "Wave I Force") established under
                  the Agreement to which this Schedule is attached to detail the
                  Products to users and influencers of CLIENT Products and
                  services, specifically hospitals, physicians and other
                  licensed practitioners (especially those in family practice or
                  practicing in the fields of obstetrics and gynecology), and
                  laboratories. VHS will also provide up to [***] Sales
                  Representatives as a separate dedicated field force (the "Wave
                  II Force") established under the Agreement to which this
                  Schedule is attached to detail physicians and other licensed
                  practitioners (especially those in family practice or
                  practicing in the fields of obstetrics and gynecology).

                  CLIENT shall provide VHS in advance with written directions as
                  to the number of Sales Representatives to provide in the Wave
                  II Force. [***].

      CALLS AND TARGETS

                  Generally, a Sales Representative is expected to use the
                  Product Literature when making a Call and to leave one or more
                  copies of the Product Literature and full prescribing
                  information with a Target as part of the Call. VHS shall
                  require each Sales Representative to accurately record
                  information concerning each Call and concerning the profile of
                  each individual Target on whom the Sales Representative calls.

                  The Targets to be called upon by the Sales Representatives in
                  the Wave I Force includes hospitals and laboratories. Sales
                  Representatives in both the Wave I Force and Wave II Force are
                  to call upon as Targets: physicians and other licensed
                  practitioners (especially those in family practice and
                  obstetrics/gynecology), who are users and influencers of
                  CLIENT Products and Services as identified by CLIENT.

5.    The heading "CALL ACTIVITY" in Schedule A-1 and the text thereunder are
      deleted and the heading "SALES FORCE STATUS" is revised to read "STATUS OF
      SALES FORCES."

6.    Schedule B in the Agreement shall be amended effective May 15, 2002 by the
      Second Amended Schedule B attached hereto as Exhibit B.

                                       2

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


7.    Except as expressly amended or revised by this First Amendment the
      Agreement shall remain in full force and effect.



                                       3

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED




      WHEREFORE, the parties hereto have caused this First Amendment to be
      executed by their duly authorized representatives.



                                                VENTIV HEALTH U.S. SALE LLC

                                                By:  /s/ Terrell G. Herring
                                                   ------------------------
                                                   Name: Terrell G. Herring
                                                   Title: President
                                                   Dated: July 24, 2002


                                                ADEZA BIOMEDICAL CORPORATION

                                                By:  /s/ Emory V. Anderson
                                                   ------------------------
                                                   Name: Emory V. Anderson
                                                   Title: President and CEO
                                                   Dated: July 22, 2002


                                       4

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED
                                                                       Exhibit A

                  SECOND AMENDED SUMMARY OF SERVICES, EXPENSES
                    EXPENSE RESPONSIBILITY AND REIMBURSEMENTS

         VHS and CLIENT agree to the following Services, Expenses, Expense
Responsibility and Rcimbursement obligations set out under headings in alpha
order. CLIENT shall promptly reimburse VHS (including reimbursement for the
reasonable expenses of individuals employed by VHS or provided by VHS to perform
the Scope of Services under the Agreement to which this Schedule is attached)
for the reasonable cost of the following items listed below under the heading
"VHS Passthrough Expense to CLIENT":

<TABLE>
<CAPTION>
CATEGORY                             CLIENT          VHS PASSTHROUGH        INCLUDED IN
                                     EXPENSE         EXPENSE TO CLIENT      VHS FEE
<S>                                  <C>             <C>                    <C>
ADMINISTRATIVE                       [***]           [***]                  [***]
Business Cards
Photocopies
Office Supplies
Phone
Postage
Printing
Stationary
Overnight Courier
Other
ANALYTICS/HPR                        [***]           [***]                  [***]
Alignment
Call Plan
ROI Analysis
Other
</TABLE>
                                      A-5

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


<TABLE>
<CAPTION>
CATEGORY                             CLIENT          VHS PASSTHROUGH        INCLUDED IN
                                     EXPENSE         EXPENSE TO CLIENT      VHS FEE
<S>                                  <C>             <C>                    <C>
AUTO COSTS                           [***]           [***]                  [***]$[***]$[***]
Mileage
Parking
Tolls
Other
BENEFITS                             [***]           [***]                  [***]
Medical
Dental
401(k)
Other
BILLABLE CALLS                       [***]           [***]                  [***]
(Hrs) Projected
Group Calls
BONUS INCENTIVES                     [***]           [***]                  [***]
VHS
Managers
Representatives
Client Serv
Other
CLIENT OVERHEAD                      [***]           [***]                  [***]

CONFERENCE CALLS                     [***]           [***]                  [***]

EQUIPMENT                            [***]           [***]                  [***]
Computer
Detail Bags
Faxes
Printer
Other
INSURANCE                            [***]           [***]                  [***]
Auto
Employment
Liability
Life
Travel
Workers Comp
Other
MAILOUT                              [***]           [***]                  [***]
Correspondence
Materials
Samples
Other
MARKETING                            [***]           [***]                  [***]
</TABLE>



                                      A-6

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


<TABLE>
<CAPTION>
CATEGORY                             CLIENT          VHS PASSTHROUGH                    INCLUDED IN
                                     EXPENSE         EXPENSE TO CLIENT                  VHS FEE
<S>                                  <C>             <C>                                <C>
MEETINGS                             [***]           [***]                              [***]
Client
Launch
Manager
Medical
Nat'l
POA
Training
Others
NATIONAL BUSINESS DIRECTOR           [***]           [***]                              [***]
Full/Part Time

OTHER SERVICES                       [***]           [***]                              [***]

PROMOTIONAL                          [***]           [***]                              [***]
Entertainment
Gifts
Meals
Programs
Other
RECRUITING                           [***]           [***]                              [***]
Ads
Interviews
Referrals
Reference checks, screens
Ride alongs
Other
REPORTING SYSTEM                     [***]           [***]                              [***]
Paper Based
Back Up
Automated
______________
(type)
SALARIES/WAGES                       [***]           [***]$[***]$[***]$[***]$[***]      [***]
Managers
Reps
Client Services
Other
SALES MATERIALS                      [***]           [***]                              [***]

SALES REPRESENTATIVES                [***]           [***]                              [***]
Number
Full/Flex time
</TABLE>


                                      A-7

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


<TABLE>
<CAPTION>
CATEGORY                             CLIENT          VHS PASSTHROUGH        INCLUDED IN
                                     EXPENSE         EXPENSE TO CLIENT      VHS FEE
<S>                                  <C>             <C>                    <C>
Dedicated/
  Syndicated
SALES REPORTS                        [***]           [***]                  [***]
SAMPLES                              [***]           [***]                  [***]

SEVERANCE                            [***]           [***]                  [***]
VHS OVERHEAD                         [***]           [***]                  [***]

SPECIAL CLIENT REQUESTS              [***]           [***]                  [***]

STAFFING SERVICES                    [***]           [***]                  [***]
Number of Persons
Type of Event
Location
Dates
TARGETS                              [***]           [***]                  [***]
Physician
Specialty(ies)
PA's/NP's
Pharmacists
Hospitals
Clinics
Managed Care
Entity
TAXES                                [***]           [***]                  [***]
Payroll
(FICA,...)
Other
</TABLE>


                                      A-8

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


<TABLE>
<CAPTION>
CATEGORY                             CLIENT          VHS PASSTHROUGH        INCLUDED IN
                                     EXPENSE         EXPENSE TO CLIENT      VHS FEE
<S>                                  <C>             <C>                    <C>
TRAINING                             [***]           [***]                  [***]
Manager
Rep
Home Study
Initial Training
Advanced Training
Computer
Selling Skills
Training
Materials
Other
TRAVEL EXPENSES                      [***]           [***]                  [***]
Air
Auto
Hotel
Meals
Shuttle/Taxi
Tips
Incidentals
Other
VOICE MAIL                           [***]           [***]                  [***]

ALL OTHER FIELD EXPENSE              [***]           [***]                  [***]
</TABLE>



                TERMS OF AGREEMENT

<TABLE>
<CAPTION>
TERM                                                  Date
<S>                                                   <C>
Start Date                                            May 15, 2002
End/Renew Date                                        May 14, 2004
</TABLE>


Date:       7/23/02                             Date:    July 22, 2002
     --------------------                            --------------------


/s/ Terrell G. Herring                          /s/ Emory V. Anderson
-------------------------                       -------------------------
Authorized VHS Person                           Authorized CLIENT Person



                                       A-9

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED
                                                                       Exhibit B


                            SECOND AMENDED SCHEDULE B
           COMPENSATION - FIXED FEES, VARIABLE FEES AND FINDER'S FEES

FIXED FEES

         CLIENT shall pay VHS Fixed Fees as follows:

A.       For the Wave I Force:
         --------------------

1.       For the period May 15, 2001 to May 14, 2002
         -------------------------------------------

         $[***] per Sales Representative for that [***] period (based on a base
         salary of not more than $[***] per year). CLIENT will pay $[***] as a
         recruiting fee, plus $[***] per [***] for any Sales Representatives
         added in excess of [***] added during this period (based on a base
         salary of not more than $[***] per year) prorated for the portion of
         the [***] period that the Sales Representatives are employed.

2.       For the period May 15, 2002 to May 14, 2003
         -------------------------------------------

         $[***] per Sales Representative for that [***] period (based on a base
         salary of not more than $[***] per year), CLIENT will pay $[***] as a
         recruiting fee, plus $[***] per [***] for any Sales Representatives
         added during this period (based on a base salary of not more than
         $[***] per year) prorated for the portion of the [***] period that the
         Sales Representatives are employed.

3.       For the period May 15, 2003 to May 14, 2004
         -------------------------------------------

         $[***] per Sales Representative for that [***] month period (based on a
         base salary of not more than $[***] per year). CLIENT will pay $[***]
         as a recruiting fee, plus $[***] per twelve month for any Sales
         Representatives added during this period (based on a base salary of not
         more than $[***] per year), prorated for the portion of the [***]
         period that the Sales Representatives are employed; and

B.       For the Wave II Force 1.
         -----------------------

1.       For the period May 15, 2002 to May 14, 2003
         -------------------------------------------

         $[***] per Sales Representative for that [***] period (based on a base
         salary of not more than $[***] per year) plus a recruiting fee of
         $[***] per Sales Representative. The $[***] recruiting fee for each
         Sales Representative up to [***] which CLIENT has directed VHS to
         provide as the initial component of the Wave II Force is payable upon
         signing the Second Amendment to which this Second Amended Schedule B is
         attached. CLIENT will pay a recruiting fee of $[***], plus a fee of
         $[***] per [***] month for any Sales Representatives added during this
         period (based on a base salary of not more than $[***] per year),
         prorated for the portion of the [***] period that the Sales
         Representatives are employed.

2.       For the period May 15, 2003 to May 14, 2004
         -------------------------------------------

         $[***] per Sales Representative for that [***] period (based on a base
         salary of not more than $[***] per year). CLIENT will pay $[***] as a
         recruiting fee, plus $[***] per [***] for any Sales Representatives
         added during this period (based on a base salary of not more than
         $[***] per year), prorated for the portion of the [***] period that the
         Sales Representatives are employed.

VARIABLE FEES

         CLIENT pay VHS in addition Variable Fees based on performance, with the
         maximum amount due for each of the [***] periods [***] to [***] and
         [***] to [***] is $[***]; and for the [***] month period [***] to
         [***], is $[***]. VHS shall be entitled to receive Variable Fees based
         upon actual sales of the Products in the sales territories as compared
         to the sales forecast for each territory (as agreed to in advance by
         CLIENT and VHS) pursuant to a formula to be agreed upon between the
         parties.

                                      B-2

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


FINDERS' FEES

         From [***] on, no Finders' Fees are payable with respect to the
         conversion of Sales Representatives. CLIENT shall not solicit, employ
         or retain any VHS personnel other than Sales Representatives without
         the prior written consent of VHS.


Date:       7/23/02                             Date:    July 22, 2002
     --------------------                            --------------------


/s/ Terrell G. Herring                          /s/ Emory V. Anderson
-------------------------                       -------------------------
Authorized VHS Person                           Authorized CLIENT Person



                                      B-3

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED
                                                                       Exhibit B

                          Adeza-Ventiv Risk Share Pool


RISK POOL CRITERIA

Through May 14, 2003

[***]$[***]

[***]%[***]$[***]
[***]%[***]$[***]

Through May 15, 2003

[***]$[***]

[***]%[***]$[***]
[***]%[***]$[***]

Sales Targets (Pool A)

PERFORMANCE                                 PAYOUT

[***]%[***]                                 [***]%[***]
[***]%[***]                                 [***]%[***]
[***]%[***]                                 [***]%[***]
[***]%[***]                                 [***]%[***]
[***]%[***]                                 [***]%[***]

Non-Sales Performance

GOAL                                                      PAYOUT

[***]%[***]                                               [***]%[***]

[***]                                                     [***]%[***]

Example (computed prior to May 15, 2003)

[***]$[***]

                                      B-3

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


                                 THIRD AMENDMENT
                                       TO
                                SERVICE AGREEMENT

      This third amendment ("Third Amendment") made as of May 15, 2004, by and
between VENTIV HEALTH U.S. SALES LLC, a New Jersey limited liability company
("VHS") and ADEZA BIOMEDICAL CORPORATION, a Delaware corporation ("CLIENT"`) to
a certain Service Agreement made as of March 31, 1999 (the "Agreement") by and
between VHS and CLIENT, as amended by a First Amendment made as of March 8, 2001
(the "First Amendment") and a Second Amendment made as of July 22, 2002 (the
"Second Amendment").

                                   WITNESSETH:

      WHEREAS, on or about February 2, 2004, VHS commenced providing sales force
automation services to CLIENT.

      WHEREAS, VHS and CLIENT desire to further amend the Agreement by extending
the term and changing the [***] as set forth in this Third Amendment (the
Agreement as amended by the First Amendment, Second Amendment and this Tbird
Amendment referred to herein as the "Amended Agreement").

      NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, it is agreed as follows:

1. Construction. All terms not otherwise defined in this Amendment shall have
the meanings set forth in the Amended Agreement. Except as set forth herein, the
Amended Agreement shall remain unaffected by execution of this Third Amendment.



THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


2. The Extended Term. The Term of the Amended Agreement shall be extended until
May 14, 2006 (the "Extended Term"), unless earlier terminated as provided in the
Amended Agreement.

3. The Fixed Fess payable by CLIENT to VHS during the Extended Term, as set
forth in Exhibit B attached to the Second Amendment ("Second Amended Schedule B,
Compensation -Fixed Fees, Variable Fees and Finder's Fees), are revised to
provide for the payment of the following Fixed Fees from CLIENT to VHS:

<TABLE>
<CAPTION>
         PERIOD                   YEARLY COST PER
                                       SALES                     YEARLY COST PER
                                   REPRESENTATIVE               DISTRICT MANAGER
<S>                               <C>                           <C>
     May 15, 2004 -                   $[***]$[***]                   $[***]$[***]

     May 15, 2005 -                   $[***]$[***]
      May 14, 2006                                                   $[***]$[***]
</TABLE>


4. The Variable Fees payable by CLIENT to VHS during the Extended Term are as
follows: CLIENT shall pay to VHS, Variable Fees based on performance, with the
maximum amount due during the Extended Term of $[***] (the "Variable Fees"). VHS
shall be entitled to receive the Variable Fees based upon actual sales of the
Products in the sales territories as compared to the sales forecasted for each
territory (as agreed to in advance, in writing by CLIENT and VHS) pursuant to a
formula to be agreed upon between the parties.

5. Schedule A-1F Call Reporting System shall be replaced by the First Amended
Schedule A-1F attached to this Third Amendment as Exhibit I. CLIENT may
terminate the automated call reporting services being provided by VHS by
providing VHS with written termination notice at least [***] days prior to the
proposed termination date. If CLIENT terminates the automated call reporting
services being provided by VHS, as of the termination date, the "Yearly Cost Per
Sales Representative" as set forth in Section 3 hereof, shall be reduced by
$[***] per representative in the [***] period and $[***] per representative in
the [***] period.

6. Representatives must be provided with internet service either paid for by VHS
(as is assumed in the pricing set forth in Schedule B) or by CLIENT. In the
event CLIENT elects to utilize and pay for CLIENT'S own internet service, CLIENT
shall be eligible for a credit of $[***] per representative per [***].

7. In the event of termination of the Amended Agreement in accordance with
Sections 10.1 or Section 10.2, or at the end of the Extended Term, CLIENT shall
be responsible for payment to VHS of the [***] value of the hand held data
recording devices provided to the Sales Representatives for the Call Reporting
System, as such [***] value is shown [***] of VHS at the time of such
termination or at the end of the Extended Tenn. VHS will upon receipt of such
payment transfer ownership of the handheld devices to CLIENT with all data and
software removed.

                                        2

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


8. In the event a Sales Representative is terminated (voluntarily or
involuntarily), VHS shall use [***] efforts to assist CLIENT in its effort to
retrieve from such terminated sales representative the laptop computer provided
to such sales representative by CLIENT.

9. If CLIENT converts any or all Sales Representatives, VHS shall not provide
the Call Reporting System for such converted Sales Representatives, unless the
parties agree, in writing, to acceptable terms upon which VHS shall supply the
Call Reporting System. In addition, upon conversion, CLIENT shall pay VHS the
[***] value of the hand held device(s) (as reflected [***] at the time of such
conversion) for such converted Sales Representative(s)

10 Notwithstanding anything to the contrary set forth in this Amended Agreement
all office supplies, printing, postage, costs associated with phone service, in
addition to all travel costs, Sales Representative and District Manager bonuses
(including employer portion of travel), and marketing funds will be [***].

11. All references in the Amended Agreement to a maximum number of Sales
Representatives or District Managers are hereby removed, it being understood
that the CLIENT and VHS may agree, in writing, to increase the number of VHS
employees providing services under the Amended Agreement.

      WHEREFORE, the parties hereto have caused this Third Amendment to be
executed by their duly authorized representatives.


                                       VENTIV HEALTH U.S. SALE LLC

                                       By:  /s/ Terrell G. Herring
                                          ------------------------
                                       Name: Terrell G. Herring
                                       Title: President
                                       Dated: 7/29/04


                                       ADEZA BIOMEDICAL CORPORATION

                                       By:  /s/ Emory V. Anderson
                                          ------------------------
                                          Name: Emory V. Anderson
                                          Title: President and CEO
                                          Dated: 7/27/04


                                        3

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED
                                                                       Exhibit I


                           First Amended SCHEDULE A-IF
                              CALL REPORTING SYSTEM



      The Call Reporting system to be used is hand held solution (does not
include laptops) that is:

                  [***] X automated (specifying the system)
                               [***] X house
                               [***] X vendor



Date:       7/29/04                             Date:    7/27/04
     --------------------                            --------------------


/s/ Terrell G. Herring                          /s/ Emory V. Anderson
-------------------------                       -------------------------
Authorized VHS Person                           Authorized CLIENT Person

                                     A1F-1

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.