MATRIA HEALTHCARE INC
EX-10.36 EMPLOYMENT LETTER AGREEMENT
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<TYPE>EX-10.36
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<FILENAME>g81275exv10w36.txt
<DESCRIPTION>EX-10.36 EMPLOYMENT LETTER AGREEMENT
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                                                                  EXHIBIT 10.36

October 22, 2002

Mr. Thomas S. Hall
5855 Ettington Drive
Suwanee, GA.  30024

Dear Tom:

It is my pleasure to confirm our offer to you, pending approval of the Board of
Directors, for the position of Executive Vice President and Chief Operating
Officer, on behalf of Matria Healthcare, Inc. ("Matria" or "Company"), which
employment is to commence on or about October 22, 2002. In this position you
will report directly to me with the Company's Women's Health Division and
Health Enhancement Division reporting directly to you. Matria's other operating
businesses, Facet Technologies and the Company's Germany operations, will
continue to report directly to Jeff Koepsell who, in turn, will continue to
report directly to me as Vice Chairman.

Your initial base salary will be $12,884.61 (gross before deductions) per
biweekly pay period. Future salary adjustments and assignment of job
responsibilities shall be based upon individual and Company performance. You
will be eligible for your first salary review effective March 1, 2003.

In your position, you will be eligible to participate in the applicable annual
Matria Management Incentive Plan (MIP) with an annual target bonus amount equal
to fifty percent (50%) of the base salary paid to you in accordance with the
terms of such program in effect from time to time. You will begin participating
in the MIP effective January 1, 2003.

In accordance with Company policy, you will receive an automobile allowance in
the amount of $1,500.00 per month.

As an incentive to enter the employment of the Company, Matria agrees to pay
you a one-time bonus in the amount of $65,000 (gross before deductions). This
bonus will be paid to you on January 2, 2003 provided you are actively employed
by the Company in your position on that date. Should you elect to leave the
employ of Matria within twelve months following the receipt of this bonus, you
will be required to repay to the Company the entire amount of the bonus.

The Company will make a recommendation to the Company's Stock Option Committee
that you be granted a stock option to purchase 100,000 shares of Matria Common
Stock. Such stock option will be subject to the standard terms and conditions
of the Company's applicable stock option plan. Thirty-three and one-third
percent (33-1/3%) of such option shall vest and be subject to purchase on the
first anniversary of the Date of Grant.


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Thomas S. Hall
October 22, 2002
Page 2 of 3

A recommendation will be presented to the Company's Board of Directors that you
be provided with a Change in Control Severance Compensation and Restrictive
Covenant Agreement ("Agreement"). The Agreement will include severance
compensation equal to two times your annual base compensation upon termination
of employment in accordance with the terms and conditions of the Agreement.

It will also be recommended to the Board of Directors that if your employment
with the Company is terminated by the Company, without the occurrence of a
Change In Control as defined in the above referenced agreement, for reasons
other than "For Cause", you will be eligible for twelve (12) months of
severance pay and benefits to commence on the effective date of such
termination of employment. As used above, "For Cause" shall mean (A) your
failure, neglect, or refusal, as determined by the reasonable judgment of the
Company, to perform the duties of your position, which failure, neglect, or
refusal has not been cured by you within thirty (30) days of receipt of written
notice from the Company of such failure, neglect, or refusal and you have not
at any time thereafter repeated such failure or failed to sustain such cure;
(B) any intentional act by you that has the effect of injuring the reputation
or business of the Company or any of its affiliates in any material respect;
(C) your continued or repeated absence from the Company, unless such absence is
(1) approved or excused by the chief executive officer of Matria or (2) is the
result of your illness, disability, or incapacity (in which event (G) below
shall control); (D) your use of illegal drugs or repeated drunkenness; (E) your
arrest and/or conviction for the commission of a felony; (F) the commission by
you of an act of fraud, deceit, material misrepresentation or embezzlement
against the Company, or any of its affiliates; or (G) your disability, which
shall mean your inability to perform the essential functions of your position,
with or without reasonable accommodation by the Company, for an aggregate of
one hundred twenty (120) days (whether or not consecutive) during any 12-month
period during the course of your employment.

Immediately upon employment, you will be eligible to begin accrual of vacation
benefits at the accrual rate of 1.666 days per month (20 days per annum).

You will be eligible to participate in the customary medical, dental, life
insurance and long-term disability benefits offered to other employees in
similar positions the first pay period following thirty (30) days of
employment. More detailed enrollment information will be sent to you shortly
after you begin employment. You will also be reimbursed for the cost of COBRA
benefits from your previous employer for the first month of employment.

If you accept this offer, you may receive copies of Company policies and
procedures in effect from time to time and agree to abide by same, realizing
that changes can occur at any time and that such policies and procedures are
not to be construed as a contract of employment. You will also be reimbursed
for your reasonable business expenses in accordance with policy.

This offer is contingent upon your signing the Company's Confidentiality
Agreement and Non-Competition Agreement attached hereto. Please indicate your
acceptance to the terms stated herein by signing the acceptance below and
returning this letter, along with an executed original of the attached
Agreements to me in the enclosed self-addressed envelope. Please retain a copy
of the fully executed Agreements for your records.


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Thomas S. Hall
October 22, 2002
Page 3 of 3

Tom, we look forward to your joining the Matria team. We are excited about the
potential and expertise you bring to our organization. We are confident these
arrangements will be satisfactory to you and look forward to receiving your
acceptance of our offer of employment. Please do not hesitate to contact me
should you have any questions.


Sincerely,



Parker H. Petit
Chairman, President and Chief Executive Officer

cc:      Matria Board of Directors
         Thornton Kuntz

                                   ACCEPTANCE

I have read and understand the foregoing which constitutes the complete, entire
and exclusive statement of the agreement between the Company and the
undersigned and supersedes all prior or contemporaneous proposals, promises,
understandings, representations, conditions, oral or written, relating to the
subject matter of this agreement. I accept employment at will with the Company
subject to the terms and conditions contained herein.

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Thomas S. Hall                                                  Date

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