CONSENT AND WAIVER AGREEMENT AND AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENT

CONSENT AND WAIVER AGREEMENT AND AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENT, dated as of September 22, 2005 (this “ Agreement ”), by and among MATRIA WOMEN’S AND CHILDREN’S HEALTH, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “ Parent ”) and by conversion from Matria Women’s and Children’s Health, Inc. (“ Immediate Predecessor ”) successor by merger to Matria Healthcare, Inc., a Delaware corporation (together with the Immediate Predecessor, “ Former Parent ”), DIABETES ACQUISITION, INC., a Georgia corporation (together with its permitted successors and assigns, “ DAI ”), GAINOR MEDICAL ACQUISITION COMPANY, a Georgia corporation (together with its permitted successors and assigns, “ Gainor ”), DIABETES MANAGEMENT SOLUTIONS, INC., a Delaware corporation (together with its permitted successors and assigns, “ DMS ”), DIABETES SELF CARE, INC., a Virginia corporation (together with its permitted successors and assigns, “ DSC ”), MATRIA LABORATORIES, INC., a Delaware corporation (together with its permitted successors and assigns, “ MLI ”), FACET TECHNOLOGIES, LLC, a Georgia limited liability company (together with its permitted successors and assigns, “ Facet ”), MATRIA OF NEW YORK, INC., a New York corporation (together with its permitted successors and assigns, “ MNY ”), MATRIA HEALTHCARE OF ILLINOIS, INC., a Georgia corporation (together with its permitted successors and assigns, “ MII ”), QUALITY ONCOLOGY, INC., a Delaware corporation (together with its permitted successors and assigns, “ QO ”) (Parent, DAI, Gainor, DMS, DSC, MLI, Facet, MNY, MII and QO, each individually a “ Borrower ” and jointly and severally, the “ Borrowers ”), Parent, in its capacity as authorized representative of the Borrowers (“ Authorized Representative ”), and HFG HEALTHCO-4, LLC, a Delaware limited liability company (together with its successors and assigns, the “ Lender ”).

W I T N E S S E T H

WHEREAS, the Borrowers, Former Parent, in its capacity as the authorized representative of the Borrowers, and the Lender are parties to that certain Loan and Security Agreement, dated as of October 22, 2002 (including all annexes, exhibits and schedules thereto, and as amended, restated, supplemented or otherwise modified from time to time, the “ Loan and Security Agreement ”);

WHEREAS, Former Parent, Matria Healthcare, Inc., a Delaware corporation formerly known as Matria Holding Company, Inc. (together with its permitted successors and assigns, “ Holdco ”), and Matria MergerSub, Inc., a Delaware corporation (“ MergerSub ”), are party to that certain Agreement of Merger and Plan of Reorganization dated as of December 31, 2004 (the “ Merger Agreement ”), pursuant to which Former Parent created a new holding company structure by (a) merging MergerSub with and into Former Parent and (b) converting the outstanding capital stock of Former Parent into a like number of shares of capital stock of Holdco, with the result being that Former Parent became a wholly-owned subsidiary of Holdco, all on the terms of and subject to the conditions of the Merger Agreement;

WHEREAS, pursuant to the terms of the Merger Agreement, Former Parent changed its name to “Matria Women’s and Children’s Health, Inc.” and subsequently converted from a Delaware corporation to a Delaware limited liability company, “Matria Women’s and Children’s Health, LLC” (the “ Conversion ”);

WHEREAS, pursuant to the terms of the Merger Agreement, Matria Health Enhancement Company, a Delaware corporation, formerly known as Clinical-Management Systems, Inc. (together with its successors and assigns, “ MHE ”) changed its name from “Clinical-Management Systems, Inc.” to “Matria Health Enhancement Co.” and subsequently changed its domicile from Georgia to Delaware under the name “Matria Health Enhancement Company” (the “ HED Name Change ”);

WHEREAS, pursuant to the terms of the Merger Agreement, Parent shall (i) contribute to Holdco all of the issued and outstanding stock or membership interests, as applicable, of its direct, wholly-owned subsidiaries DAI, MHE, Matria Insurance, Ltd., a Vermont corporation, Shared Care, Inc., a Georgia corporation, and Facet, (ii) cause DAI to contribute to Facet the outstanding capital stock of Facet Technologies Limited, a corporation organized under the laws of the United Kingdom, (iii) contribute to MHE all of the outstanding capital stock of QO, and (iv) contribute to Holdco its 35% stock ownership interest in Matria Holding GmbH, a company organized under the laws of Germany (the “ Inter-Company Transfers ”);

WHEREAS, pursuant to the terms of the Merger Agreement, Parent shall transfer and assign to MHE all of the disease management contracts to which Parent is a party (the “Assignment and Assumption ”) ;

WHEREAS, pursuant to the terms of the Merger Agreement, Parent shall cause Q Liquidation Corp., a Delaware corporation and MarketRing.com, Inc., a Georgia corporation to merge with and into Shared Care, Inc., in accordance with Section 252 of the DGCL and Section 14-2-1104 of the Georgia Business Corporation Code, as applicable;

WHEREAS, pursuant to the terms of the Merger Agreement, Holdco shall cause DMS to transfer all of the assets exclusively used in the operations of its Options Unlimited division to Matria Case Management, Inc., a New York corporation and direct, wholly-owned subsidiary of MHE;

WHEREAS, the consummation of the transactions contemplated hereby would be in violation of the Loan and Security Agreement, and Lender has agreed to consent to the consummation of such transactions and waive certain Defaults and Events of Default solely to the extent set forth herein; and

WHEREAS, the parties to the Agreement have agreed to amend the Loan and Security Agreement as described herein.

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Borrowers, the Authorized Representative and the Lender hereby agree as follows: