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                                                                   Exhibit 10.11

                   [LETTERHEAD OF ROTECH MEDICAL CORPORATION]

January 24, 2001

Rebecca L. Myers
174 Clinton Street
Brooklyn, NY 11201

                              Letter of Employment

Dear Rebecca:

Rotech Medical Corporation, a Florida Corporation ("Employer"), is very pleased
to offer you ("Employee") the position of Chief Legal Officer of Rotech Medical
Corporation. This Letter of Employment (the "Agreement") shall confirm the terms
of such employment.

     1.  Starting Date. Starting Date was January 15,2001.
     2.  Base Salary. Employer shall pay you an annual base salary in the amount
         of $200,000 payable according to Employer's customary payroll
         practices.
     3.  Annual Bonus. Employer shall pay you an annual incentive bonus equal to
         75% of your annual base salary. Such annual bonus will be based on
         goals that are mutually agreed upon by a compensation committee (or
         reasonable equivalent) and you. In the event that your employment is
         terminated pursuant to paragraph 13 hereof, you shall remain entitled
         to receive your annual bonus or any pro rata part thereof where the
         agreed upon goals have been achieved in whole or in part.
     4.  Signing Bonus. Upon the commencement of your employment, Employer shall
         pay you a signing bonus in the amount of $30,000, less applicable
         payroll taxes and withholding.
     5.  Equity Incentive Compensation. In the event that equity incentives
         become available for Rotech's senior management during your
         employment, you will be included in the equity allocation made
         available to Rotech's top 20 (approximate) executives.
     6.  Relocation. Upon the Employer's request, on or about December 31, 2001,
         Employee agrees to relocate to the Orlando, Florida area.
     7.  Relocation Package. You will receive a moving allowance in the amount
         of $60,000 payable upon your relocation. This moving allowance will be
         increased by $10,000 monthly in the event that you relocate prior to
         December 31, 2001, as follows:

         Move by:        November 30,2001       $ 70,000
                         October 31, 2001       $ 80,000
                         September 30, 2001     $ 90,000
                         August 31, 2001        $100,000

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                         July 31, 2001          $110,000
                         June 30, 2001          $120,000

          Employer also agrees to reimburse you for any income taxes resulting
          from the relocation package/moving allowance that you receive
          hereunder upon your submission of appropriate written documentation of
          such taxes.
      8.  Vacation/Benefits. You will receive four weeks of paid vacation
          annually and paid holidays. You will also participate in Employer's
          life, health, disability, 401(k), accidental death insurance,
          reimbursement for professional dues and continuing education expenses,
          and other benefit plans and policies. The health insurance plan will
          specifically provide coverage for (or Employer will reimburse for
          such costs) Employee and her family (specifically including the life
          partner and child of Employee).
      9.  Reporting. You will report to Stephen D. Linehan.
     10.  Title. Chief Legal Officer.
     11.  Place of Work. Employee agrees to work at Employer's corporate office
          or at other locations on RoTech business four days, generally, each
          week during calendar year 2001.
     12.  Confidentiality, Covenant Not To Compete, Non-Solicitation. Employee
          acknowledges that in her position as part of the senior management of
          Rotech, she will have access to confidential information, plans,
          strategies, business relationships and proprietary information of
          Employer. Employee agrees that she will not, without Employer's prior
          written consent, directly or indirectly, for such period of time that
          she is receiving base salary or severance payments from Employer: (a)
          disclose such confidential and proprietary information; (b) perform
          any services for any entity that competes with Employer; or (c)
          influence or attempt to influence customers of Employer or any of its
          subsidiaries or affiliates to direct their business to any competitor
          of Employer.
     13.  Indemnification/Corporate Insurance: Employer shall indemnify Employee
          to the fullest extent permitted under the law for amounts (including,
          without limitation, judgments, fines, settlement payments, expenses
          and reasonable attorney's fees) reasonably incurred or paid by
          Employee in connection with any claim, matter, action, suit,
          investigation or proceeding arising out of or relating to the
          performance by Employee of services for Employer, or the service by
          Employee as an attorney, officer or employee of the Company or any
          other person or enterprise at the request of the Company. Employer
          also agrees to continuously maintain applicable and customary
          corporate insurance policies including, but not limited to, D&O,
          general liability, professional and malpractice policies.
     14.  Termination:
               (a)  For Cause. The Company may terminate Employee's employment
                    hereunder for Cause. For purposes of this Agreement, the
                    term "Cause" shall mean that Employee has committed a breach
                    of fiduciary duty or been convicted of a felony. In the
                    event that the Company intends to terminate the employment
                    of Employee for Cause, the Company agrees to give thirty
                    days written notice to Employee specifying the grounds
                    constituting Cause.

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             (b) Breach by Company: Employee may terminate her employment
                 hereunder by written notice to the Company after any breach
                 of the Agreement by the Company. The Company shall have thirty
                 days to cure any such breach.
             (c) Good Reason: Employee may terminate her employment hereunder
                 for Good Reason (as herein defined) at any time during the term
                 of her employment by written notice to the Company not more
                 than 6 months after the occurrence of the event which
                 constitutes Good Reason. For purposes hereof, Good Reason
                 shall mean (i) a decrease in the then current base salary
                 or the annual incentive bonus eligibility of Employee
                 without the prior written consent of Employee; (ii) a change
                 in title or reporting relationship without Employee's prior
                 written consent; (iii) requiring Employee to relocate other
                 than as agreed to in paragraph 6 hereof; or (iv) a change in
                 control of the Employer and you are not offered an
                 equivalent position following such change in control.
             (d) No Fault. Either the Company or Employee can terminate this
                 Agreement at any time, for any reason, by providing written
                 notice to the other no less than forty-five days prior to
                 the termination date.

     15.  Termination Rights.
             (a) For Cause; Termination by Employee. Upon the termination of
                 employment by Employer for Cause or upon termination of
                 employment by Employee under the No Fault provisions
                 contained herein, Employee shall be entitled to payment of
                 any base salary or bonus earned but not yet paid as of the
                 date of Employee's termination and reimbursement of any
                 reimbursable expenses.
             (b) Breach by Company; Good Reason; Termination by Company. Upon
                 the termination of employment by Employee because of breach of
                 this Agreement by the Company, for Good Reason by Employee or
                 upon the termination by the Company under the No Fault Section
                 herein, Employee shall be entitled to receive (i) any base
                 salary or bonus earned but not yet paid as of the date
                 of termination and reimbursement of reimbursable expenses;
                 (ii) base salary and benefits as if she had remained in the
                 employ of Employer for one (1) year from the date of the
                 termination of employment (without mitigation on account of
                 any employment subsequently obtained by Employee); and (iii) if
                 such termination occurs after Employee relocates to the
                 Orlando, Florida area, Company will pay Employee a relocation
                 allowance in the amount of $30,000 upon your relocation back
                 to the New York tri-state area and reimburse you for any
                 income taxes resulting from such relocation allowance upon
                 your submission of appropriate written documentation of such
                 taxes.

     16.  Expense Reimbursement and Temporary Living Expenses. Employer agrees
          to promptly reimburse Employee for any and all reasonable expenses
          incurred by Employee in the performance of here duties hereunder
          including, but not limited to, any and all expenses related to
          temporary living expenses (airfare, hotel, car

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              rentals, meals etc.) incurred prior to the time that you establish
              a permanent residence in the Orlando, Florida area (including up
              to 5 trips to Florida for Employee's family).
         17.  Modifications and Amendments: This Agreement may be modified or
              amended only by a written agreement that is signed by the parties
              hereto.
         18.  Successors. Employer and/or IHS will require any successor
              (whether direct or indirect, by purchase, merger, consolidation or
              otherwise) to all or substantially all of the business and/or
              assets of Employer and/or IHS to assume expressly and agree to
              perform this Agreement in the same manner and to the same extent
              that Employer and/or IHS would be required to perform it if no
              succession had taken place.
         19.  Notices: Notices provided for in this Agreement shall be in
              writing and shall be delivered either in person or by a nationally
              recognized overnight service provider to the addresses set forth
              herein.

If this letter accurately sets forth the terms of our Agreement, please sign in
the space below and return one fully-executed original counterpart to me.

We are delighted to have you join us and look forward to a lasting, mutually
successful relationship.


Sincerely,


/s/ Stephen D. Linehan
Stephen D. Linehan
President


I have read and accept the terms of this
Letter of Employment.


/s/ Rebecca L. Myers
--------------------
Rebecca L. Myers
Date: 1/24/01
      --------------

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                   [LETTERHEAD OF ROTECH MEDICAL CORPORATION]

Stephen D. Linehan
President and CEO
2600 Technology Drive, Suite 300
Orlando, FL 32804                                                   June 6, 2001

RE: Amendment to Letter of Employment dated January 24, 2001

Dear Steve:

This letter is a follow-up to our discussions last week regarding the timing
of my relocation to Orlando, an additional relocation bonus associated with an
earlier move, and Rotech providing me with an automobile for my use. We agreed
to amend my above referenced employment agreement as follows:

     1.   New Paragraph 6: Relocation. Upon Employer's request, on or by
          July 31, 2001, Employee agrees to relocate to the Orlando, Florida
          area. Rotech will pay Employee an Additional Relocation Bonus in the
          amount of $50,000 upon such relocation. Employer also agrees to
          reimburse you for income taxes resulting from such Additional
          Relocation Bonus.

     2.   New Sentence Added to the End of Paragraph 8: Vacation/Benefits.
          Employer also agrees to pay all costs associated with the lease of
          an automobile for Employee's use (a Volvo S60 or an equivalent)
          including, but not limited to, lease payments, repair and maintenance,
          mileage reimbursement and insurance.

Except for the additional terms set forth above, my January 24, 2001, Letter of
Employment remains unchanged. Thank you and I look forward to joining you in
Orlando.


Sincerely,


/s/ Rebecca L. Myers
Rebecca L. Myers


Agreed to:


/s/ Stephen D. Linehan
-----------------------
Stephen D. Linehan




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                   [LETTERHEAD OF ROTECH MEDICAL CORPORATION]


Stephen D. Linehan
President and CEO
Rotech Medical Corporation
2600 Technology Drive, Suite 300
Orlando, FL 32804                                              February 25, 2002


RE:  Second Amendment to Letter of Employment dated January 24, 2001

Dear Steve:

This Second Amendment confirms our agreement last week to amend my Employment
Agreement. We agreed to amend my above referenced Employment Agreement as
follows:

     1.   Paragraph 2: Base Salary. Employer shall pay you an annual base salary
          in the amount of $275,000 effective January 15, 2002, payable
          according to Employer's customary payroll practices.

Except for the revisions set forth above, my January 24, 2001, Letter of
Employment remains unchanged.


Very truly,


/s/ Rebecca L. Myers
Rebecca L. Myers


Agreed to:

/s/ Stephen D. Linehan
--------------------------
Stephen D. Linehan
President and CEO

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                     [LETTERHEAD OF ROTECH HEALTHCARE INC.]

Rebecca L. Myers                                                October 30, 2002
250 Oakwood Way
Winter Park, FL 32789


     Re:  Third Amendment to Letter of Employment Dated January 24, 2001

Dear Rebecca:

     Reference is made to that certain Letter of Employment between you and
Rotech Medical Corporation dated January 24, 2001, as modified by amendments to
Letter of Employment dated June 6, 2001 and February 25, 2002 (collectively
referred to herein as the "Letter of Employment"). All defined terms used
without definitions shall have the meanings provided in the Letter of
Employment.

     This letter, when fully executed below, shall amend the Letter of
Employment as follows:

     1.   Termination Rights. Paragraph 15(b) shall be amended by deleting it in
its entirety and replacing it with the following:

          "(b) Breach by Company; Good Reason; Termination by Company. Upon the
          termination of employment by Employee because of breach of this
          Agreement by the Company, for Good Reason by Employee, by the Company
          without Cause or upon the termination by the Company under the No
          Fault Section herein, Rotech shall (a) pay to Employee, with your
          final paycheck, any base salary or bonus earned by you but not yet
          paid as of the date of the termination of your employment; (b) fully
          reimburse you for all reimbursable expenses; (c) pay to you in a lump
          sum no later than twenty (20) days after the termination of your
          employment, an amount equal to the sum of (i) one hundred fifty
          percent (150%) of your annual base salary (measured as of the time of
          the termination of your employment and without mitigation due to any
          remuneration or other compensation earned by you following such
          termination of employment), and (ii) an amount equal to the full
          amount of bonuses paid to you in 2001 and the full amount of the
          performance bonuses paid to you for performance in 2001; and (d) pay
          to Employee immediately upon termination of her employment a
          re-relocation bonus in the amount of $70,000 plus any income taxes
          resulting from such re-relocation allowance; and (e) continuation of
          all of Employee's benefits set forth in paragraph 8, including
          amendments thereto, upon the same conditions and terms as Employee was
          receiving or was entitled to receive as of the date

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              of the termination of her employment, for a period of eighteen
              (18) months from the date of termination of employment.

     2.  Termination. Paragraph 14(c) Good Reason: shall be amended by adding
         the following provisions:

         (v) the Company's failure to pay your base salary, earned bonus or
         additional earned compensation or its failure to continue your
         benefits, perquisites or related benefits, (vi) without your written
         consent, requiring you to regularly report to work at a facility more
         than fifty (50) miles from the location of your employment at the time
         of the execution of this letter agreement, (vii) without your written
         consent, the directing to you of any duties or responsibilities which
         are materially inconsistent with your responsibilities, positions
         and/or titles, (viii) without your written consent, a material
         reduction in your title, duties, positions or responsibilities, or (ix)
         without your written consent, the failure by the Company to continue in
         effect any employee benefit or compensation plan including, but not
         limited to, any life insurance plan, health insurance plan and
         accidental death or disability plan in which you participate unless (a)
         such benefit or compensation plan, life insurance plan, health
         insurance plan or related covenant, or accidental death or disability
         plan or similar plan or benefit is replaced with a comparable plan in
         which you will participate or which will provide you with comparable
         benefits, or (b) the Company requests that you seek comparable coverage
         under another such plan(s) and the Company reimburses you in full, on
         an after-tax basis (taking into consideration all net Federal, State
         and local income taxes), for such coverage.

         Except as herein amended, all other terms and conditions of your Letter
of Employment shall remain the same and your Letter of Employment as herein
amended shall remain in full force and effect.

         If the foregoing correctly sets forth our understanding, please sign
two (2) copies of this letter and return it to the undersigned, whereupon this
letter shall constitute a binding amendment to the Letter of Employment.


                                        Very truly yours,

                                        Rotech Healthcare, Inc.

                                        By: /s/ Guy P. Sansone
                                            ------------------
                                        Name:  Guy P. Sansone
                                        Title: Interim Co-CEO & President


Accepted and Agreed:


/s/ Rebecca L. Myers
--------------------
Rebecca L. Myers

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