EXHIBIT 7.2 PURCHASE AND SALE AGREEMENT BETWEEN MATRIA HEALTHCARE, INC., PURCHASER, AND GAINOR MEDICAL MANAGEMENT, L.L.C., SELLER DATED AS OF DECEMBER 21, 1998 *** Indicates information omitted pursuant to a request for confidential treatment under...

                                                                     EXHIBIT 7.2





                           PURCHASE AND SALE AGREEMENT

                                     BETWEEN

                       MATRIA HEALTHCARE, INC., PURCHASER,

                                       AND

                    XXXXXX MEDICAL MANAGEMENT, L.L.C., SELLER






                          DATED AS OF DECEMBER 21, 1998






***     Indicates  information  omitted  pursuant to a request for confidential
treatment under Rule 24b-2 of the Securities  and Exchange Commission and which
has been filed separately with the Securities and Exchange Commission.