ADEZA BIOMEDICAL CORPORATION



                         MANAGEMENT CONTINUITY AGREEMENT



      This Management Continuity Agreement (the "Agreement") is dated as of

October 21, 2004 by and between [_______________] ("Employee") and Adeza

Biomedical Corporation., a Delaware corporation (the "Company" or "Adeza"). This

Agreement is intended to provide Employee with certain benefits described herein

upon the occurrence of specific events.



                                    RECITALS



      A.    It is expected that another company may from time to time consider

the possibility of acquiring the Company or that a change in control may

otherwise occur, with or without the approval of the Company's Board of

Directors. The Board of Directors recognizes that such consideration can be a

distraction to Employee and can cause Employee to consider alternative

employment opportunities. The Board of Directors has determined that it is in

the best interests of the Company and its stockholders to assure that the

Company will have the continued dedication and objectivity of the Employee,

notwithstanding the possibility, threat or occurrence of a Change of Control (as

defined below) of the Company.



      B.    The Company's Board of Directors believes it is in the best

interests of the Company and its stockholders to retain Employee and provide

incentives to Employee to continue in the service of the Company.



      C.    The Board of Directors further believes that it is imperative to

provide Employee with certain benefits upon a Change of Control and, under

certain circumstances, upon termination of Employee's employment, which benefits

are intended to provide Employee with financial security and provide sufficient

income and encouragement to Employee to remain with the Company, notwithstanding

the possibility of a Change of Control.



      D.    To accomplish the foregoing objectives, the Board of Directors has

directed the Company, upon execution of this Agreement by Employee, to agree to

the terms provided in this Agreement.



      Now therefore, in consideration of the mutual promises, covenants and

agreements contained herein, and in consideration of the continuing employment

of Employee by the Company, the parties hereto agree as follows:



      1.    AT-WILL EMPLOYMENT. The Company and Employee acknowledge that

Employee's employment is and shall continue to be at-will, as defined under

applicable law, and that Employee's employment with the Company may be

terminated by either party at any time for any or no reason. If Employee's

employment terminates for any reason, Employee shall not be entitled to any

payments, benefits, award or compensation other than as provided in this

Agreement. The terms of this Agreement shall terminate upon the earlier of (i)

the date on which Employee ceases to be employed as an executive corporate

officer of the Company, other than as a result of an involuntary termination by

the Company without Cause (as defined below) or Employee's resignation for Good

Reason (as defined below); or (ii) the date that all obligations



<PAGE>



of the parties hereunder have been satisfied. A termination of the terms of this

Agreement pursuant to the preceding sentence shall be effective for all

purposes, except that such termination shall not affect the payment or provision

of compensation or benefits on account of a termination of employment occurring

prior to the termination of the terms of this Agreement. The rights and duties

created by this Section 1 may not be modified in any way except by a written

agreement executed by an officer of the Company upon direction from the Board of

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