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                                                                     EXHIBIT 4.4

                                                                  EXECUTION COPY

BANC OF AMERICA SECURITIES LLC
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED

                     $250,000,000 AGGREGATE PRINCIPAL AMOUNT

                           APRIA HEALTHCARE GROUP INC.

                        3 3/8% CONVERTIBLE SENIOR NOTES

                                    DUE 2033

                          REGISTRATION RIGHTS AGREEMENT

                              DATED AUGUST 20, 2003

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         THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and
entered into as of August 20, 2003 by and among Apria Healthcare Group Inc., a
Delaware corporation (the "COMPANY"), Banc of America Securities LLC, J.P.
Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, as representatives
of the initial purchasers (the "INITIAL PURCHASERS"), pursuant to the Purchase
Agreement, dated as of August 15, 2003, among the Company and the Initial
Purchasers (the "PURCHASE AGREEMENT"). In order to induce the Initial Purchasers
to enter into the Purchase Agreement, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution of this Agreement
is a condition to the closing under the Purchase Agreement.

         1.       Certain Definitions.

         For purposes of this Registration Rights Agreement, the following terms
shall have the following meanings:

                  (a)      "ADDITIONAL AMOUNTS" has the meaning assigned thereto
         in Section 2(e).

                  (b)      "ADDITIONAL AMOUNTS PAYMENT DATE" has the meaning
         assigned thereto in Section 2(e).

                  (c)      "AFFILIATE" shall have the meaning specified in Rule
         405 under the Securities Act and the terms "controlling" and
         "controlled" shall have meanings correlative thereto.

                  (d)      "AGREEMENT" has the meaning specified in the first
         paragraph of this Agreement.

                  (e)      "APPLICABLE CONVERSION PRICE" means, as of any date
         of determination, $1,000 divided by the Conversion Rate in effect as of
         such date of determination.

                  (f)      "BUSINESS DAY" means each Monday, Tuesday, Wednesday,
         Thursday and Friday that is not a day on which banking institutions in
         The City of New York are authorized or obligated by law or executive
         order to close.

                  (g)      "CLOSING DATE" means the date on which the Notes are
         initially issued.

                  (h)      "COMMISSION" means the Securities and Exchange
         Commission, or any other federal agency at the time administering the
         Exchange Act or the Securities Act, whichever is the relevant statute
         for the particular purpose.

                  (i)      "COMMON STOCK" means the $.001 par value common stock
         of the Company.

                  (j)      "COMPANY" has the meaning specified in the first
         paragraph of this Agreement.

                  (k)      "CONVERSION RATE" shall have the meaning assigned
         such term in the Indenture.

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                  (l)      "EFFECTIVE PERIOD" has the meaning assigned thereto
         in Section 2(a).

                  (m)      "EXCHANGE ACT" means the Securities Exchange Act of
         1934, as amended, and the rules and regulations promulgated thereunder.

                  (n)      "HOLDER" means each holder, from time to time, of
         Transfer Restricted Securities (including the Initial Purchasers).

                  (o)      "INDEMNIFIED HOLDER" has the meaning assigned thereto
         in Section 6(a) hereof.

                  (p)      "INDENTURE" means the Indenture, dated as of August
         20, 2003, between the Company and U.S. Bank National Association, as
         Trustee, pursuant to which the Notes are being issued.

                  (q)      "INITIAL PLACEMENT" means the initial placement of
         the Securities pursuant to the terms of the Purchase Agreement.

                  (r)      "INITIAL PURCHASERS" has the meaning specified in the
         first paragraph of this Agreement.

                  (s)      "LOSSES" has the meaning assigned thereto in Section
         6(d).

                  (t)      "MATERIAL EVENT" has the meaning assigned thereto in
         Section 3(a)(iv).

                  (u)      "MAJORITY HOLDERS" shall mean Holders holding over
         50% of the aggregate principal amount of Notes outstanding; provided
         that, for the purpose of this definition, a holder of Shares shall be
         deemed to hold an aggregate principal amount of Notes (in addition to
         the principal amount of Notes held by such holder) equal to the
         quotient of (x) the number of such Shares held by such holder and (y)
         the Conversion Rate.

                  (v)      "NASD" shall mean the National Association of
         Securities Dealers, Inc.

                  (w)      "NASD RULES" shall mean the Conduct Rules and the
         By-Laws of the NASD.

                  (x)      "NOTES" means the Company's 3 3/8% Convertible Senior
         Notes due 2033, to be issued under the Indenture and sold by the
         Company to the Initial Purchasers, and securities (other than the
         Shares) of the Company issued in exchange therefor or in lieu thereof
         pursuant to the Indenture.

                  (y)      "NOTICE AND QUESTIONNAIRE" means a written notice,
         duly executed and delivered to the Company containing the information
         called for by the Form of Selling Securityholder Notice and
         Questionnaire attached as Annex A to the Offering Memorandum and such
         other information as the Company may reasonably request.

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                  (z)      "NOTICE HOLDER" means, on any date, any Holder that
         has delivered a Notice and Questionnaire to the Company on or prior to
         such date.

                  (aa)     "OFFERING MEMORANDUM" means the Offering Memorandum
         dated August 15, 2003 relating to the offer and sale of the Securities.

                  (bb)     "PERSON" means a corporation, association,
         partnership, organization, business, individual, government or
         political subdivision thereof or governmental agency.

                  (cc)     "PROSPECTUS" means the prospectus included in any
         Shelf Registration Statement, as amended or supplemented by any
         amendment or prospectus supplement, including post-effective
         amendments, and all materials incorporated by reference or explicitly
         deemed to be incorporated by reference in such Prospectus.

                  (dd)     "PURCHASE AGREEMENT" has the meaning specified in the
         first paragraph of this Agreement.

                  (ee)     "REGISTRATION DEFAULT" has the meaning assigned
         thereto in Section 2(e).

                  (ff)     "REGISTRATION EXPENSES" has the meaning assigned
         thereto in Section 5.

                  (gg)     "RULE 144," "RULE 405" and "RULE 415" means, in each
         case, such rule as promulgated under the Securities Act.

                  (hh)     "SECURITIES" means, collectively, the Notes and the
         Shares.

                  (ii)     "SECURITIES ACT" means the Securities Act of 1933, as
         amended, and the rules and regulations promulgated thereunder.

                  (jj)     "SHARES" means the shares of common stock of the
         Company, par value $0.001 per share, into which the Notes are
         convertible or that have been issued upon any conversion from Notes
         into common stock of the Company.

                  (kk)     "SHELF REGISTRATION STATEMENT" means the shelf
         registration statement referred to in Section 2(a), as amended or
         supplemented by any amendment or supplement, including post-effective
         amendments, and all materials incorporated by reference or explicitly
         deemed to be incorporated by reference in such Shelf Registration
         Statement.

                  (ll)     "SUSPENSION NOTICE" has the meaning assigned thereto
         in Section 3(b).

                  (mm)     "SUSPENSION PERIOD" has the meaning assigned thereto
         in Section 3(b).

                  (nn)     "TRANSFER RESTRICTED SECURITIES" means each Security
         until the earlier of:

                           (i)      the date on which a registration statement
                  registering such Security under the Securities Act has been
                  declared or becomes effective and such Security

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                  has been sold or otherwise transferred by the Holder thereof
                  pursuant to such effective registration statement;

                           (ii)     such Security is sold pursuant to Rule 144
                  under circumstances in which any legend borne by such Security
                  relating to restrictions on transferability thereof, under the
                  Securities Act or otherwise, is removed or such Security is
                  eligible to be sold pursuant to Rule 144(k) or any successor
                  provision; or

                           (iii)    such Security shall cease to be outstanding
                  (including, in the case of the Notes, upon conversion into
                  Shares).

                  (oo)     "TRUST INDENTURE ACT" means the Trust Indenture Act
         of 1939, or any successor thereto, and the rules, regulations and forms
         promulgated thereunder, all as the same shall be amended from time to
         time.

                  (pp)     "TRUSTEE" shall have the meaning assigned such term
         in the Indenture.

         Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Agreement, and the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Section or other subdivision. Unless the context otherwise requires, any
reference to a statute, rule or regulation refers to the same (including any
successor statute, rule or regulation thereto) as it may be amended from time to
time.

         2.       Registration Under the Securities Act.

                  (a)      The Company agrees to file under the Securities Act
         within 90 days after the Closing Date a shelf registration statement
         providing for the registration of, and the sale on a continuous or
         delayed basis (including through brokers and dealers) by the Holders
         of, all of the Transfer Restricted Securities, pursuant to Rule 415 or
         any similar rule that may be adopted by the Commission. The Company
         agrees to use commercially reasonable efforts to cause the Shelf
         Registration Statement to become or be declared effective within 180
         days after the Closing Date and to keep such Shelf Registration
         Statement continuously effective until the earlier of (i) the second
         anniversary of the initial Closing Date (ii) the expiration of the
         holding period applicable to the Securities held by non-affiliates
         under Rule 144(k), and (iii) such time as there are no longer any
         Transfer Restricted Securities outstanding (the "EFFECTIVE PERIOD"). At
         the time the Shelf Registration Statement is declared effective, each
         Holder that became a Notice Holder on or prior to the date fifteen days
         prior to such time of effectiveness shall be named as a selling
         securityholder in the Shelf Registration Statement and the related
         Prospectus in such a manner as to permit such Holder to deliver such
         Prospectus to purchasers of Transfer Restricted Securities in
         accordance with applicable law. None of the Company's securityholders
         (other than Notice Holders) shall have the right to include any of the
         Company's securities in the Shelf Registration Statement.

                  (b)      The Company further agrees that it shall cause the
         Shelf Registration Statement and the related Prospectus and any
         amendment or supplement thereto, as of the effective date of the Shelf
         Registration Statement or such amendment or supplement, (i)

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         to comply in all material respects with the applicable requirements of
         the Securities Act; and (ii) not to contain any untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary in order to make the statements therein (in the
         case of the Prospectus, in the light of the circumstances under which
         they were made) not misleading, and the Company agrees to furnish to
         the Holders of the Transfer Restricted Securities copies of any
         supplement or amendment prior to its being used or promptly following
         its filing with the Commission. If the Shelf Registration Statement, as
         amended or supplemented from time to time ceases to be effective for
         any reason at any time during the Effective Period (other than because
         all Transfer Restricted Securities registered thereunder shall have
         been sold pursuant thereto or shall have otherwise ceased to be
         Transfer Restricted Securities), the Company shall use commercially
         reasonable efforts to obtain the prompt withdrawal of any order
         suspending the effectiveness thereof. .

                  (c)      The Company shall supplement and amend the Shelf
         Registration Statement if required by the rules, regulations or
         instructions applicable to the registration form used by the Company
         for such Shelf Registration Statement, if required by the Securities
         Act or as reasonably requested by the Initial Purchasers or by the
         Trustee on behalf of the Holders of the Transfer Restricted Securities
         covered by such Shelf Registration Statement.

                  (d)      Each Holder of Transfer Restricted Securities agrees
         that if such Holder wishes to sell Transfer Restricted Securities
         pursuant to the Shelf Registration Statement and related Prospectus, it
         will do so only in accordance with this Section 2(d) and Section 3(b).
         Each Holder of Transfer Restricted Securities wishing to sell Transfer
         Restricted Securities pursuant to the Shelf Registration Statement and
         related Prospectus agrees to deliver a Notice and Questionnaire to the
         Company at least three Business Days prior to any intended distribution
         of Transfer Restricted Securities under the Shelf Registration
         Statement. From and after the date the Shelf Registration Statement is
         declared effective, the Company shall, within five Business Days after
         the date a Notice and Questionnaire is delivered,

                           (i)      if required by applicable law, file with the
                  Commission a post-effective amendment to the Shelf
                  Registration Statement or prepare and, if required by
                  applicable law, file a supplement to the related Prospectus or
                  a supplement or amendment to any document incorporated therein
                  by reference or file any other required document so that the
                  Holder delivering such Notice and Questionnaire is named as a
                  selling security holder in the Shelf Registration Statement
                  and the related Prospectus in such a manner as to permit such
                  Holder to deliver such Prospectus to purchasers of the
                  Transfer Restricted Securities in accordance with applicable
                  law and, if the Company shall file a post-effective amendment
                  to the Shelf Registration Statement, use commercially
                  reasonable efforts to cause such post-effective amendment to
                  be declared effective under the Securities Act within 60 days
                  of filing;

                           (ii)     provide such Holder copies of any documents
                  filed pursuant to Section 2(d)(i); and

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                           (iii)    notify such Holder as promptly as
                  practicable after the effectiveness under the Securities Act
                  of any post-effective amendment filed pursuant to Section
                  2(d)(i);

         provided that if such Notice and Questionnaire is delivered during a
         Suspension Period, the Company shall so inform the Holder delivering
         such Notice and Questionnaire and shall take the actions set forth in
         clauses (i), (ii) and (iii) above upon expiration of the Suspension
         Period in accordance with Section 3(b). Notwithstanding anything
         contained herein to the contrary, the Company shall be under no
         obligation to name any Holder that is not a Notice Holder as a selling
         securityholder in any Shelf Registration Statement or related
         Prospectus; provided, however, that any Holder that becomes a Notice
         Holder pursuant to the provisions of this Section 2(d) (whether or not
         such Holder was a Notice Holder at the time the Shelf Registration
         Statement was declared effective) shall be named as a selling
         securityholder in the Shelf Registration Statement or related
         Prospectus in accordance with the requirements of this Section 2(d).

                  (e)      If any of the following events (any such event a
         "REGISTRATION DEFAULT") shall occur, then liquidated damages (the
         "ADDITIONAL AMOUNTS") shall become payable to Holders in respect of the
         Securities as follows:

                           (i)      if the Shelf Registration Statement is not
                  filed with the Commission within 90 days following the Closing
                  Date, then commencing on the 91st day after the Closing Date,
                  Additional Amounts shall accrue on the principal amount of the
                  outstanding Notes that are Transfer Restricted Securities and
                  on the Applicable Conversion Price of any outstanding Shares
                  that are Transfer Restricted Securities at a rate of 0.25% per
                  annum for the first 90 days from and including such 91st day
                  and at a rate of 0.5% per annum thereafter; or

                           (ii)     if the Shelf Registration Statement is not
                  declared effective by the Commission within 180 days following
                  the Closing Date, then commencing on the 181st day after the
                  Closing Date, Additional Amounts shall accrue on the principal
                  amount of the outstanding Notes that are Transfer Restricted
                  Securities and on the Applicable Conversion Price of any
                  outstanding Shares that are Transfer Restricted Securities at
                  a rate of 0.25% per annum for the first 90 days from and
                  including such 181st day and at a rate of 0.5% per annum
                  thereafter; or

                           (iii)    if the Company has failed to perform its
                  obligations set forth in Section 2(d) hereof within the time
                  periods required therein, then commencing on the first day
                  after the date by which the Company was required to perform
                  such obligations, Additional Amounts shall accrue on the
                  principal amount of the outstanding Notes that are Transfer
                  Restricted Securities and on the Applicable Conversion Price
                  of any outstanding Shares that are Transfer Restricted
                  Securities at a rate of 0.25% per annum for the first 90 days
                  and at a rate of 0.5% per annum thereafter;

                           (iv)     if the Shelf Registration Statement has been
                  declared effective but such Shelf Registration Statement
                  ceases to be effective at any time during the

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                  Effective Period (other than pursuant to Section 3(b) hereof)
                  without being succeeded within five Business Days by a
                  post-effective amendment to the Shelf Registration Statement,
                  a supplement to the Prospectus or a report filed with the
                  Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
                  the Exchange Act that cures such failure and, in the case of a
                  post-effective amendment, is itself immediately declared
                  effective, then commencing on such fifth Business Day,
                  Additional Amounts shall accrue on the principal amount of the
                  outstanding Notes that are Transfer Restricted Securities and
                  on the Applicable Conversion Price of any outstanding Shares
                  that are Transfer Restricted Securities at a rate of 0.25% per
                  annum for the first 90 days following such date on which the
                  Shelf Registration Statement ceases to be effective and at a
                  rate of 0.5% per annum thereafter; or

                           (v)      if the aggregate duration of Suspension
                  Periods in any period exceeds the number of days permitted in
                  respect of such period pursuant to Section 3(b) hereof, then
                  commencing on the day the aggregate duration of Suspension
                  Periods in any period exceeds the number of days permitted in
                  respect of such period (and again on the first day of any
                  subsequent Suspension Period during such period), Additional
                  Amounts shall accrue on the principal amount of the
                  outstanding Notes that are Transfer Restricted Securities and
                  on the Applicable Conversion Price of any outstanding Shares
                  that are Transfer Restricted Securities at a rate of 0.25% per
                  annum for the first 90 days and at a rate of 0.5% per annum
                  thereafter;

         provided, however, that the Additional Amounts rate on the Securities
         shall not exceed in the aggregate 0.5% per annum and shall not be
         payable under more than one clause above for any given period of time,
         except that if Additional Amounts would be payable under more than one
         clause above, but at a rate of 0.25% per annum under one clause and at
         a rate of 0.5% per annum under the other, then the Additional Amounts
         rate shall be the higher rate of 0.5% per annum; provided further,
         however, that (1) upon the filing of the Shelf Registration Statement
         (in the case of clause (i) above), (2) upon the effectiveness of the
         Shelf Registration Statement (in the case of clause (ii) above), (3)
         upon the Company's performing its obligations set forth in Section 2(d)
         hereof (in the case of clause (iii) above), (4) upon the effectiveness
         of the Shelf Registration Statement which had ceased to remain
         effective (in the case of clause (iv) above), (5) upon the termination
         of the Suspension Period that caused the limit on the aggregate
         duration of Suspension Periods in a period set forth in Section 3(b) to
         be exceeded (in the case of clause (v) above) or (6) upon the
         termination of certain transfer restrictions on the Securities as a
         result of the application of Rule 144(k) or any successor provision,
         Additional Amounts on the Securities as a result of such clause, as the
         case may be, shall cease to accrue.

                           Additional Amounts on the Securities, if any, will be
         payable in arrears in cash on September 1 and March 1 of each year (the
         "ADDITIONAL AMOUNTS PAYMENT DATE") to holders of record of outstanding
         Transfer Restricted Securities on each preceding August 15 and February
         15; provided that any Additional Amounts accrued with respect to any
         Note or portion thereof redeemed or repurchased by the Company on a
         redemption date or a repurchase date or converted for Shares on a
         conversion date prior

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         to the Additional Amounts Payment Date, shall, in any such event, be
         paid instead to the Holder who submitted such Note or portion thereof
         for redemption, repurchase or conversion on the applicable redemption
         date, repurchase date or conversion date, as the case may be, on such
         date (or promptly following the conversion date, in the case of
         conversion). In the event that the Notes have been converted into
         Shares that are Transfer Restricted Securities and Additional Amounts
         are payable by the Company in respect of such Transfer Restricted
         Securities, the date of determination of the Applicable Conversion
         Price of any outstanding Shares that are Transfer Restricted Securities
         shall be the Business Day immediately preceding the date that
         Additional Amounts are scheduled to be paid; provided that in the case
         of an event of the type described in clause (iii) above, such
         Additional Amounts shall be paid only to the Holders that have
         delivered Notice and Questionnaires that caused the Company to incur
         the obligations set forth in Section 2(d), the non-performance of which
         is the basis of such Registration Default. Following the cure of all
         Registration Defaults requiring the payment of Additional Amounts by
         the Company to the Holders of Transfer Restricted Securities pursuant
         to this Section, the accrual of Additional Amounts will cease (without
         in any way limiting the effect of any subsequent Registration Default
         requiring the payment of Additional Amounts by the Company).

                           The Trustee shall be entitled, on behalf of Holders
         of Securities, to seek any available remedy for the enforcement of this
         Agreement, including for the payment of any Additional Amounts.
         Notwithstanding the foregoing, the parties agree that the sole monetary
         damages payable for a violation of the terms of this Agreement with
         respect to which Additional Amounts are expressly provided shall be as
         set forth in this Section 2(e).

         3.       Registration Procedures.

         The following provisions shall apply to the Shelf Registration
Statement filed pursuant to Section 2:

                  (a)      The Company shall:

                           (i)      prepare and file with the Commission a
                  registration statement with respect to the shelf registration
                  on any form which may be utilized by the Company and which
                  shall permit the disposition of the Transfer Restricted
                  Securities in accordance with the intended method or methods
                  thereof, as specified in writing by the Holders of the
                  Transfer Restricted Securities, and use commercially
                  reasonable efforts to cause such registration statement to
                  become effective in accordance with Section 2(a) above;

                           (ii)     before filing any Shelf Registration
                  Statement or Prospectus or any amendments or supplements
                  thereto with the Commission, furnish to the Initial Purchasers
                  copies of all such documents proposed to be filed (but
                  excluding all such documents incorporated or deemed to be
                  incorporated by reference in the Shelf Registration Statement
                  and all exhibits thereto) and use commercially reasonable
                  efforts to reflect in each such document when so filed with
                  the

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                  Commission such comments as the Initial Purchasers reasonably
                  shall propose within three Business Days of the delivery of
                  such copies to the Initial Purchasers;

                           (iii)    use its commercially reasonable efforts to
                  prepare and file with the Commission such amendments and
                  post-effective amendments to the Shelf Registration Statement
                  and file with the Commission any other required document as
                  may be necessary to keep such Shelf Registration Statement
                  continuously effective until the expiration of the Effective
                  Period; cause the related Prospectus to be supplemented by any
                  required Prospectus supplement, and as so supplemented to be
                  filed pursuant to Rule 424 (or any similar provisions then in
                  force) under the Securities Act; and comply with the
                  provisions of the Securities Act applicable to it with respect
                  to the disposition of all Securities covered by such Shelf
                  Registration Statement during the Effective Period in
                  accordance with the intended methods of disposition by the
                  sellers thereof set forth in such Shelf Registration Statement
                  as so amended or such Prospectus as so supplemented;

                           (iv)     promptly notify the Notice Holders of
                  Transfer Restricted Securities (A) when such Shelf
                  Registration Statement or the Prospectus included therein or
                  any amendment or supplement to the Prospectus or
                  post-effective amendment has been filed with the Commission,
                  and, with respect to such Shelf Registration Statement or any
                  post-effective amendment, when the same has become effective,
                  (B) of any request, following the effectiveness of the Shelf
                  Registration Statement, by the Commission or any other Federal
                  or state governmental authority for amendments or supplements
                  to the Shelf Registration Statement or related Prospectus or
                  for additional information, (C) of the issuance by the
                  Commission of any stop order suspending the effectiveness of
                  such Shelf Registration Statement or the initiation or written
                  threat of any proceedings for that purpose, (D) of the receipt
                  by the Company of any notification with respect to the
                  suspension of the qualification of the Transfer Restricted
                  Securities for sale in any jurisdiction or the initiation or
                  written threat of any proceeding for such purpose, (E) of the
                  occurrence of (but not the nature of or details concerning)
                  any event or the existence of any fact (a "MATERIAL EVENT") as
                  a result of which any Shelf Registration Statement shall
                  contain any untrue statement of a material fact or omit to
                  state any material fact required to be stated therein or
                  necessary to make the statements therein not misleading, or
                  any Prospectus shall contain any untrue statement of a
                  material fact or omit to state any material fact required to
                  be stated therein or necessary to make the statements therein,
                  in the light of the circumstances under which they were made,
                  not misleading (provided, however, that no notice by the
                  Company shall be required pursuant to this clause (E) in the
                  event that the Company either promptly files a Prospectus
                  supplement to update the Prospectus or a Form 8-K or other
                  appropriate Exchange Act report that is incorporated by
                  reference into the Shelf Registration Statement, which, in
                  either case, contains the requisite information with respect
                  to such Material Event that results in such Shelf Registration
                  Statement no longer containing any untrue statement of
                  material fact or omitting to state a material fact necessary
                  to make the statements contained therein not misleading), (F)
                  of the determination by the Company that a post-effective
                  amendment to the Shelf Registration Statement

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                  will be filed with the Commission, which notice may, at the
                  discretion of the Company (or as required pursuant to Section
                  3(b)), state that it constitutes a Suspension Notice, in which
                  event the provisions of Section 3(b) shall apply or (G) at any
                  time when a Prospectus is required to be delivered under the
                  Securities Act, that the Shelf Registration Statement,
                  Prospectus, Prospectus amendment or supplement or
                  post-effective amendment does not conform in all material
                  respects to the applicable requirements of the Securities Act
                  and the Trust Indenture Act and the rules and regulations of
                  the Commission thereunder;

                           (v)      prior to any public offering of the Transfer
                  Restricted Securities pursuant to the Shelf Registration
                  Statement, use commercially reasonable efforts to register or
                  qualify or cooperate with the Notice Holders in connection
                  with the registration or qualification (or exemption from such
                  registration or qualification) of such Transfer Restricted
                  Securities for offer and sale under the securities or Blue Sky
                  laws of such jurisdictions within the United States as any
                  Notice Holder reasonably requests in writing (which request
                  may be included in the Notice and Questionnaire); prior to any
                  public offering of the Transfer Restricted Securities pursuant
                  to the Shelf Registration Statement, use commercially
                  reasonable efforts to keep each such registration or
                  qualification (or exemption therefrom) effective during the
                  Effective Period in connection with such Notice Holder's offer
                  and sale of Transfer Restricted Securities pursuant to such
                  registration or qualification (or exemption therefrom) and do
                  any and all other acts or things necessary or advisable to
                  enable the disposition in such jurisdictions of such Transfer
                  Restricted Securities in the manner set forth in the Shelf
                  Registration Statement and the related Prospectus; provided,
                  that the Company will not be required to (i) qualify as a
                  foreign corporation or as a dealer in securities in any
                  jurisdiction where it would not otherwise be required to
                  qualify but for this Agreement or (ii) take any action that
                  would subject it to general service of process in suits or to
                  taxation in any such jurisdiction where it is not then so
                  subject;

                           (vi)     use commercially reasonable efforts to
                  prevent the issuance of, and if issued, to obtain the
                  withdrawal of any order suspending the effectiveness of the
                  Shelf Registration Statement or any post-effective amendment
                  thereto, and to lift any suspension of the qualification of
                  any of the Transfer Restricted Securities for sale in any
                  jurisdiction in which they have been qualified for sale, in
                  each case at the earliest practicable date;

                           (vii)    upon reasonable notice, for a reasonable
                  period prior to the filing of the Shelf Registration
                  Statement, and throughout the Effective Period, make available
                  at reasonable times at the Company's principal place of
                  business or such other reasonable place for inspection by a
                  representative appointed by the Notice Holders in connection
                  with an underwritten offering (or any underwriter, placement
                  agent or counsel acting on their behalf), who shall certify to
                  the Company that they have a current intention to sell their
                  Transfer Restricted Securities pursuant to the Shelf
                  Registration Statement, such financial and other information
                  and books and records of the Company, and cause the officers,
                  directors, employees and independent certified public
                  accountants of the

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                  Company to respond to such inquiries, as shall be reasonably
                  necessary, in the judgment of the counsel to such Notice
                  Holders, to conduct a reasonable "due diligence"
                  investigation; provided, however, that each such
                  representative appointed by the Notice Holders in connection
                  with an underwritten offering shall be required to maintain in
                  confidence and not to disclose to any other Person any
                  information or records reasonably designated by the Company in
                  writing as being confidential, until such time as (A) such
                  information becomes a matter of public record (whether by
                  virtue of its inclusion in the Shelf Registration Statement or
                  otherwise) or (B) such Person shall be required so to disclose
                  such information pursuant to a subpoena or order of any court
                  or other governmental agency or body having jurisdiction over
                  the matter (subject to the requirements of such order, and
                  only after such Person shall have given the Company prompt
                  prior written notice of such requirement and the opportunity
                  to contest the same or seek an appropriate protective order);
                  provided, however, that notwithstanding anything express or
                  implied to the contrary in this Agreement and the documents
                  referred to herein, each Notice Holder, and each of the
                  respective employees, representatives and agents of such
                  Notice Holder, may disclose to any and all persons, without
                  limitation of any kind, the tax treatment and tax structure of
                  the transaction and all materials of any kind that are
                  provided to any such persons relating to such tax treatment
                  and tax structure. However, the foregoing does not constitute
                  an authorization to disclose the Company's identity or that of
                  the Company's affiliates, agents or advisers, or, except to
                  the extent relating to such tax structure or tax treatment,
                  any special pricing terms or commercial or financial
                  information;

                           (viii)   if reasonably requested by the Initial
                  Purchasers or any Notice Holder, promptly incorporate in a
                  Prospectus supplement or post-effective amendment to the Shelf
                  Registration Statement such information as the Initial
                  Purchasers or such Notice Holder shall, on the basis of a
                  written opinion of nationally-recognized counsel experienced
                  in such matters, determine to be required to be included
                  therein by applicable law and make any required filings of
                  such Prospectus supplement or such post-effective amendment;
                  provided, that the Company shall not be required to take any
                  actions under this Section 3(a)(viii) that are not, in the
                  reasonable opinion of counsel for the Company, in compliance
                  with applicable law;

                           (ix)     promptly furnish to each Notice Holder and
                  the Initial Purchasers, upon their request and without charge,
                  at least one (1) conformed copy (or an electronic copy
                  thereof) of the Shelf Registration Statement and any
                  amendments thereto, including financial statements (if such
                  are included in the Shelf Registration Statement) but
                  excluding schedules, all documents incorporated or deemed to
                  be incorporated therein by reference and all exhibits; and

                           (x)      during the Effective Period, deliver to each
                  Notice Holder in connection with any sale of Transfer
                  Restricted Securities pursuant to the Shelf Registration
                  Statement, without charge, as many copies of the Prospectus
                  relating to such Transfer Restricted Securities (including
                  each preliminary prospectus) and

                                       11
<PAGE>

                  any amendment or supplement thereto as such Notice Holder may
                  reasonably request; and the Company hereby consents (except
                  during such periods that a Suspension Notice is outstanding
                  and has not been revoked) to the use of such Prospectus or
                  each amendment or supplement thereto by each Notice Holder in
                  connection with any offering and sale of the Transfer
                  Restricted Securities covered by such Prospectus or any
                  amendment or supplement thereto in the manner set forth
                  therein.

                           (xi)     Cooperate with the Note Holders to
                  facilitate the timely preparation and delivery of certificates
                  representing Transfer Restricted Securities to be sold and not
                  bearing any restrictive legends (unless required by applicable
                  securities laws); and enable such Transfer Restricted
                  Securities to be in such denominations and registered in such
                  names as the Holders may request at least 2 Business Days
                  before any sale of Transfer Restricted Securities.

                           (xii)    Cooperate and assist in any filings required
                  to be made with the NASD and in the performance of any due
                  diligence investigation by any underwriter that is required to
                  be retained in accordance with the rules and regulations of
                  the NASD.

                           (xiii)   Otherwise use commercially reasonable
                  efforts to comply with all applicable rules and regulations of
                  the Commission and all reporting requirements under the rules
                  and regulations of the Exchange Act.

                           (xiv)    Cause all Common Stock covered by the Shelf
                  Registration Statement to be listed or quoted, as the case may
                  be, on each securities exchange or automated quotation system
                  on which Common Stock is then listed or quoted.

                  (b)      Upon (A) the issuance by the Commission of a stop
         order suspending the effectiveness of the Shelf Registration Statement
         or the initiation of proceedings with respect to the Shelf Registration
         Statement under Section 8(d) or 8(e) of the Securities Act, (B) the
         occurrence of any event or the existence of any Material Event as a
         result of which the Shelf Registration Statement shall contain any
         untrue statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, or any Prospectus shall contain any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading, or (C) the occurrence or existence of any corporate
         development that, in the discretion of the Company, makes it
         appropriate to suspend the availability of the Shelf Registration
         Statement and the related Prospectus, the Company will (i) in the case
         of clause (B) above, subject to the third sentence of this provision,
         as promptly as practicable prepare and file a post-effective amendment
         to such Shelf Registration Statement or a supplement to the related
         Prospectus or any document incorporated therein by reference or file
         any other required document that would be incorporated by reference
         into such Shelf Registration Statement and Prospectus so that such
         Shelf Registration Statement does not contain any untrue statement of a
         material fact or omit to state any material fact required to be stated
         therein or necessary to make

                                       12
<PAGE>

         the statements therein not misleading, and such Prospectus does not
         contain any untrue statement of a material fact or omit to state any
         material fact required to be stated therein or necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading, as thereafter delivered to the purchasers of
         the Transfer Restricted Securities being sold thereunder, and, in the
         case of a post-effective amendment to the Shelf Registration Statement,
         subject to the third sentence of this provision, use commercially
         reasonable efforts to cause it to be declared effective as promptly as
         is practicable, and (ii) give notice to the Notice Holders that the
         availability of the Shelf Registration Statement is suspended (a
         "SUSPENSION NOTICE"). Upon receipt of any Suspension Notice, each
         Notice Holder agrees not to sell any Transfer Restricted Securities
         pursuant to the Shelf Registration Statement or Prospectus until such
         Notice Holder's receipt of copies of the supplemented or amended
         Prospectus provided for in clause (i) above, or until it is advised in
         writing by the Company that the Prospectus may be used, and has
         received copies of any additional or supplemental filings that are
         incorporated or deemed incorporated by reference in such Prospectus.
         The Company will use commercially reasonable efforts to ensure that the
         use of the Prospectus may be resumed (x) in the case of clause (A)
         above, as promptly as practicable, (y) in the case of clause (B) above,
         as soon as, in the sole judgment of the Company, public disclosure of
         such Material Event would not be prejudicial to or contrary to the
         interests of the Company or, if necessary to avoid unreasonable burden
         or expense, as soon as practicable thereafter and (z) in the case of
         clause (C) above, as soon as, in the discretion of the Company, such
         suspension is no longer appropriate; provided that the period during
         which the availability of the Shelf Registration Statement and any
         Prospectus is suspended (the "SUSPENSION PERIOD"), without the Company
         incurring any obligation to pay Additional Amounts pursuant to Section
         2(e), shall not exceed 45 days in any three month period and 120 days
         in the aggregate in any twelve month period.

                  (c)      Each Holder of Transfer Restricted Securities agrees
         that upon receipt of any Suspension Notice from the Company, such
         Holder shall forthwith discontinue (and cause any placement or sales
         agent or underwriters acting on their behalf to discontinue) the
         disposition of Transfer Restricted Securities pursuant to the
         registration statement applicable to such Transfer Restricted
         Securities until such Holder (i) shall have received copies of such
         amended or supplemented Prospectus and, if so directed by the Company,
         such Holder shall deliver to the Company (at the Company's expense) all
         copies, other than permanent file copies, then in such Holder's
         possession of the Prospectus covering such Transfer Restricted
         Securities at the time of receipt of such notice or (ii) shall have
         received notice from the Company that the disposition of Transfer
         Restricted Securities pursuant to the Shelf Registration may continue.

                  (d)      The Company may require each Holder of Transfer
         Restricted Securities as to which any registration pursuant to Section
         2(a) is being effected to furnish to the Company such information
         regarding such Holder and such Holder's intended method of distribution
         of such Transfer Restricted Securities as the Company may from time to
         time reasonably request in writing, but only to the extent that such
         information is required in order to comply with the Securities Act.
         Each such Holder agrees to notify the Company as promptly as
         practicable of any inaccuracy or change in information previously
         furnished by such Holder to the Company or of the occurrence of any
         event in either case

                                       13
<PAGE>

         as a result of which any Prospectus relating to such registration
         contains or would contain an untrue statement of a material fact
         regarding such Holder or such Holder's intended method of disposition
         of such Transfer Restricted Securities or omits to state any material
         fact regarding such Holder or such Holder's intended method of
         disposition of such Transfer Restricted Securities required to be
         stated therein or necessary to make the statements therein not
         misleading, and promptly to furnish to the Company any additional
         information required to correct and update any previously furnished
         information or required so that such Prospectus shall not contain, with
         respect to such Holder or the disposition of such Transfer Restricted
         Securities, an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading.

                  (e)      The Company shall comply with all applicable rules
         and regulations of the Commission and make generally available to its
         securityholders earning statements (which need not be audited)
         satisfying the provisions of Section 11(a) of the Securities Act and
         Rule 158 thereunder (or any similar rule promulgated under the
         Securities Act) no later than 45 days after the end of any 12-month
         period (or 90 days after the end of any 12-month period if such period
         is a fiscal year) commencing on the first day of the first fiscal
         quarter of the Company commencing after the effective date of the Shelf
         Registration Statement.

                  (f)      The Company shall provide CUSIP numbers for all
         Transfer Restricted Securities covered by the Shelf Registration
         Statement not later than the effective date of such Shelf Registration
         Statement and provide the Trustee for the Notes and the transfer agent
         for the Shares with printed certificates for the Transfer Restricted
         Securities that are in a form eligible for deposit with The Depository
         Trust Company.

                  (g)      The Company shall use commercially reasonable efforts
         to provide such information as is required for any filings required to
         be made with the National Association of Securities Dealers, Inc.

                  (h)      Until the expiration of two years after the Closing
         Date, the Company will not, and will not permit any of its "affiliates"
         (as defined in Rule 144) to, resell any of the Securities that have
         been reacquired by any of them except pursuant to an effective
         registration statement under the Securities Act.

                  (i)      The Company shall cause the Indenture to be qualified
         under the Trust Indenture Act not later than the effective date of the
         Shelf Registration Statement required by this Agreement, and, in
         connection therewith, cooperate with the Trustee and the Note Holders
         to effect such changes to the Indenture as may be required for such
         Indenture to be so qualified in accordance with the terms of the Trust
         Indenture Act; and execute and use commercially reasonable efforts to
         cause the Trustee thereunder to execute all documents that may be
         required to effect such changes and all other forms and documents
         required to be filed with the Commission to enable such Indenture to be
         so qualified in a timely manner.

                                       14
<PAGE>

                  (j)      The Company shall enter into such customary
         agreements and take all such other reasonable, necessary and lawful
         actions in connection therewith (including those requested by the
         Majority Holders of the Transfer Restricted Securities being sold) in
         order to expedite or facilitate disposition of such Transfer Restricted
         Securities.

         4.       Holder's Obligations.

         Each Holder agrees, by acquisition of the Transfer Restricted
Securities, that no Holder of Transfer Restricted Securities shall be entitled
to sell any of such Transfer Restricted Securities pursuant to the Shelf
Registration Statement or to receive a Prospectus relating thereto, unless such
Holder has furnished the Company with a Notice and Questionnaire as required
pursuant to Section 2(d) hereof (including the information required to be
included in such Notice and Questionnaire) and the information set forth in the
next sentence. Each Notice Holder agrees promptly to furnish to the Company all
information required to be disclosed in order to make the information previously
furnished to the Company by such Notice Holder not misleading and any other
information regarding such Notice Holder and the distribution of such Transfer
Restricted Securities as may be required to be disclosed in the Shelf
Registration Statement under applicable law or pursuant to Commission comments.
Each Holder further agrees not to sell any Transfer Restricted Securities
pursuant to the Shelf Registration Statement without delivering, or causing to
be delivered, a Prospectus to the purchaser thereof and to notify the Company,
within 10 business days of a request by the Company, of the amount of Transfer
Restricted Securities sold pursuant to the Shelf Registration Statement and, in
the absence of a response, the Company may assume that all of the Holder's
Transfer Restricted Securities were so sold.

         5.       Registration Expenses.

         The Company agrees to bear and to pay or cause to be paid promptly upon
request being made therefor all expenses incident to the Company's performance
of or compliance with this Agreement, including:

                  (a)      all Commission and any NASD registration and filing
         fees and expenses,

                  (b)      all fees and expenses in connection with the
         qualification of the Securities for offering and sale under the State
         securities and Blue Sky laws referred to in Section 3(a)(v) hereof,
         including reasonable fees and disbursements of one counsel for the
         placement agent or underwriters, if any, in connection with such
         qualifications,

                  (c)      all expenses relating to the preparation, printing,
         distribution and reproduction of the Shelf Registration Statement, the
         related Prospectus, each amendment or supplement to each of the
         foregoing, the certificates representing the Securities and all other
         documents relating hereto,

                  (d)      fees and expenses of the Trustee under the Indenture,
         any escrow agent or custodian, and of the registrar and transfer agent
         for the Shares,

                  (e)      fees, disbursements and expenses of counsel and
         independent certified public accountants of the Company (including the
         expenses of any opinions or "cold comfort" letters required by or
         incident to such performance and compliance),

                                       15
<PAGE>

                  (f)      all application and filing fees in connection with
         listing (or authorizing for quotation) the Common Stock on a national
         securities exchange or automated quotation system pursuant to the
         requirements hereof;

                  (g)      reasonable fees, disbursements and expenses of one
         counsel for the Holders of Transfer Restricted Securities retained in
         connection with any underwritten offering of the Transfer Restricted
         Securities pursuant to the Shelf Registration Statement, as selected by
         the Company (unless reasonably objected to by the Majority Holders of
         the Transfer Restricted Securities being registered, in which case the
         Majority Holders shall select such counsel for the Holders, which
         counsel shall be reasonably acceptable to the Company) and

                  (h)      and fees, expenses and disbursements of any other
         Persons, including special experts, retained by the Company in
         connection with such registration, and all internal expenses of the
         Company (collectively, the "REGISTRATION EXPENSES").

         To the extent that any Registration Expenses are incurred, assumed or
paid by any Holder of Transfer Restricted Securities or any placement agent
therefor or underwriter thereof, the Company shall reimburse such Person for the
full amount of the Registration Expenses so incurred, assumed or paid promptly
after receipt of a documented request therefor. Notwithstanding the foregoing,
the Holders of the Transfer Restricted Securities being registered shall pay all
placement agent fees and commissions and underwriting discounts and commissions
attributable to the sale of such Transfer Restricted Securities and the fees and
disbursements of any counsel or other advisors or experts retained by such
Holders (severally or jointly), other than the counsel and experts specifically
referred to above.

         6.       Indemnification and Contribution.

                  (a)      The Company agrees to indemnify and hold harmless
         each Holder covered by the Shelf Registration Statement (including each
         Initial Purchaser), its directors, officers, and employees and each
         person, if any, who controls any such Holder within the meaning of the
         Securities Act or the Exchange Act (each, an "INDEMNIFIED HOLDER"),
         against any loss, claim, damage, liability or expense, joint or
         several, or any action in respect thereof (including, but not limited
         to, any loss, claim, damage, liability or action relating to resales of
         the Transfer Restricted Securities), to which such Indemnified Holder
         may become subject, insofar as any such loss, claim, damage, liability
         or action arises out of, or is based upon (i) any untrue statement or
         alleged untrue statement of a material fact contained in the Shelf
         Registration Statement as originally filed or in any amendment thereof,
         in any Prospectus, or in any amendment or supplement thereto; or (ii)
         the omission or alleged omission to state therein any material fact
         required to be stated therein or necessary to make the statements
         therein, and in the case of any Prospectus in the light of the
         circumstances under which they were made, not misleading; and agrees to
         reimburse each Indemnified Holder promptly upon demand for any legal or
         other expenses reasonably incurred by any Indemnified Holder in
         connection with investigating, defending, settling, compromising or
         paying any such loss, claim, damage, liability, expense or action;
         provided, however, that the Company shall not be liable in any such
         case to the extent that any such loss, claim, damage, liability or
         expense arises

                                       16
<PAGE>

         out of, or is based upon, any untrue statement or alleged untrue
         statement or omission or alleged omission made in reliance upon and in
         conformity with written information furnished to the Company by or on
         behalf of such Holder (or its related Indemnified Holder) specifically
         for use therein; and provided, further, however, that with respect to
         any untrue statement or omission or alleged untrue statement or
         omission made in any Prospectus (excluding the correcting amendment or
         supplement thereto), the indemnity agreement contained in this Section
         6(a) shall not inure to the benefit of any Indemnified Holder from whom
         the person asserting any such losses, claims, damages or liabilities
         received the Transfer Restricted Securities concerned, to the extent
         that a Prospectus relating to such Transfer Restricted Securities was
         required to be delivered by such holder under the Securities Act in
         connection with such purchase and any such loss, claim, damages or
         liability of such holder results from the fact that there was not sent
         or given to such person, at or prior to the written confirmation of the
         sale of such Transfer Restricted Securities to such person, a copy of a
         subsequent amended or supplemented Prospectus correcting such untrue
         statement or omission or alleged untrue statement or omission if the
         Company had furnished copies thereof to such Indemnified Holder prior
         to the required time of delivery of such Prospectus. The foregoing
         indemnity agreement is in addition to any liability that the Company
         may otherwise have.

                  (b)      Each Holder, severally and not jointly, agrees to
         indemnify and hold harmless the Company, its directors, officers and
         employees and each person, if any, who controls the Company within the
         meaning of the Securities Act or the Exchange Act to the same extent as
         the foregoing indemnity from the Company to each such Holder, but only
         with reference to written information relating to such Holder furnished
         to the Company by or on behalf of such Holder specifically for
         inclusion in the documents referred to in the foregoing indemnity. This
         indemnity agreement set forth in this Section shall be in addition to
         any liabilities that any such Holder may otherwise have. In no event
         shall any Holder, its directors, officers or any person who controls
         such Holder be liable or responsible for any amount in excess of the
         amount by which the total amount received by such Holder with respect
         to its sale of Transfer Restricted Securities pursuant to a Shelf
         Registration Statement exceeds the amount of any damages that such
         Holder, its directors, officers or any person who controls such Holder
         has otherwise been required to pay by reason of such untrue or alleged
         untrue statement or omission or alleged omission.

                  (c)      Promptly after receipt by an indemnified party under
         this Section 6 of notice of any claim or the commencement of any
         action, the indemnified party shall, if a claim in respect thereof is
         to be made against the indemnifying party under this Section 6, notify
         the indemnifying party in writing of the claim or the commencement of
         that action; provided, however, that the failure to notify the
         indemnifying party shall not relieve it from any liability which it may
         have under this Section 6 except to the extent it has been materially
         prejudiced by such failure and, provided, further, that the failure to
         notify the indemnifying party shall not relieve it from any liability
         which it may have to an indemnified party otherwise than under this
         Section 6. If any such claim or action shall be brought against an
         indemnified party, and it shall notify the indemnifying party thereof,
         the indemnifying party shall be entitled to participate therein and, to
         the extent that it wishes, jointly with any other similarly notified
         indemnifying party, to assume the

                                       17
<PAGE>

         defense thereof with counsel satisfactory to the indemnified party.
         After notice from the indemnifying party to the indemnified party of
         its election to assume the defense of such claim or action, the
         indemnifying party shall not be liable to the indemnified party under
         this Section 6 for any legal or other expenses subsequently incurred by
         the indemnified party in connection with the defense thereof other than
         reasonable costs of investigation; provided, however, that the Holders
         shall have the right to employ a single counsel to represent jointly
         the Holders and their officers, employees and controlling persons who
         may be subject to liability arising out of any claim in respect of
         which indemnity may be sought by the Holders against the Company under
         this Section 6 if the Holders seeking indemnification shall have been
         advised by legal counsel that there may be one or more legal defenses
         available to such Holders and their respective officers, employees and
         controlling persons that are different from or additional to those
         available to the Company, and in that event, the fees and expenses of
         such separate counsel shall be paid by the Company. No indemnifying
         party shall:

                           (i)      without the prior written consent of the
                  indemnified parties (which consent shall not be unreasonably
                  withheld) settle or compromise or consent to the entry of any
                  judgment with respect to any pending or threatened claim,
                  action, suit or proceeding in respect of which indemnification
                  or contribution may be sought hereunder (whether or not the
                  indemnified parties are actual or potential parties to such
                  claim or action), unless such settlement, compromise or
                  consent includes (x) an unconditional release of each
                  indemnified party from all liability arising out of such
                  claim, action, suit or proceeding and (y) does not include a
                  statement as to or an admission of fault, culpability or a
                  failure to act by or on behalf of any indemnified party, or

                           (ii)     be liable for any settlement of any such
                  action effected without its written consent (which consent
                  shall not be unreasonably withheld), but if settled with its
                  written consent or if there be a final judgment for the
                  plaintiff in any such action, the indemnifying party agrees to
                  indemnify and hold harmless any indemnified party from and
                  against any loss of liability by reason of such settlement or
                  judgment.

                  (d)      Notwithstanding the foregoing sentence, if at any
         time an indemnified party shall have requested an indemnifying party to
         reimburse the indemnified party for fees and expenses of counsel as
         contemplated by Section 6(c) hereof, the indemnifying party agrees that
         it shall be liable for any settlement of any proceeding effected
         without its written consent if (i) such settlement is entered into more
         than (A) 60 days after receipt by such indemnifying party of the
         aforesaid request and (B) 30 days after the receipt by such
         indemnifying party of a notice of the proposed settlement and (ii) such
         indemnifying party shall not have reimbursed the indemnified party in
         accordance with such request prior to the date of such settlement.

                  (e)      If the indemnification provided for in this Section 6
         shall for any reason be unavailable or insufficient to hold harmless an
         indemnified party under Section 6(a) or 6(b) in respect of any loss,
         claim, damage or liability (or action in respect thereof) referred to
         therein, each indemnifying party shall, in lieu of indemnifying such

                                       18
<PAGE>

         indemnified party, have a joint and several obligation to contribute to
         the amount paid or payable by such indemnified party as a result of
         such loss, claim, damage or liability (or action in respect thereof):

                           (i)      in such proportion as is appropriate to
                  reflect the relative benefits received by the Company from the
                  offering and sale of the Transfer Restricted Securities on the
                  one hand and a Holder with respect to the sale by such Holder
                  of the Transfer Restricted Securities on the other, or

                           (ii)     if the allocation provided by Section
                  (6)(d)(i) is not permitted by applicable law, in such
                  proportion as is appropriate to reflect not only the relative
                  benefits referred to in Section 6(d)(i) but also the relative
                  fault of the Company on the one hand and the Holders on the
                  other in connection with the statements or omissions or
                  alleged statements or alleged omissions that resulted in such
                  loss, claim, damage or liability (or action in respect
                  thereof), as well as any other relevant equitable
                  considerations.

                  The relative benefits received by the Company on the one hand
         and a Holder on the other with respect to such offering and such sale
         shall be deemed to be in the same proportion as the total net proceeds
         from the offering of the Notes purchased under the Purchase Agreement
         (before deducting expenses) received by the Company, on the one hand,
         bear to the total proceeds received by such Holder with respect to its
         sale of Transfer Restricted Securities on the other. The relative fault
         of the parties shall be determined by reference to whether the untrue
         or alleged untrue statement of a material fact or the omission or
         alleged omission to state a material fact relates to information
         supplied by the Company on the one hand or the Holders on the other,
         the intent of the parties and their relative knowledge, access to
         information and opportunity to correct or prevent such statement or
         omission. The Company and each Holder agree that it would not be just
         and equitable if the amount of contribution pursuant to this Section
         6(d) were determined by pro rata allocation or by any other method of
         allocation that does not take into account the equitable considerations
         referred to in the first sentence of this paragraph (d).

                  The amount paid or payable by an indemnified party as a result
         of the loss, claim, damage or liability, or action in respect thereof,
         referred to above in this Section 6 shall be deemed to include, for
         purposes of this Section 6, any legal or other expenses reasonably
         incurred by such indemnified party in connection with investigating or
         defending or preparing to defend any such action or claim.

                  Notwithstanding the provisions of this Section 6, no Holder
         shall be required to contribute any amount in excess of the amount by
         which the total price at which the Transfer Restricted Securities
         purchased by it were resold exceeds the amount of any damages which
         such Holder has otherwise been required to pay by reason of any untrue
         or alleged untrue statement or omission or alleged omission. No Person
         guilty of fraudulent misrepresentation (within the meaning of Section
         11(f) of the Securities Act) shall be entitled to contribution from any
         Person who was not guilty of such fraudulent misrepresentation. For
         purposes of this Section 6, each person who controls a Holder

                                       19
<PAGE>

         within the meaning of either the Securities Act or the Exchange Act
         shall have the same rights to contribution as such Holder, and each
         person who controls the Company within the meaning of either the
         Securities Act or the Exchange Act, each officer and each director of
         the Company shall have the same rights to contribution as the Company,
         subject in each case to the applicable terms and conditions of this
         paragraph (e).

                  (f)      The provisions of this Section 6 shall remain in full
         force and effect, regardless of any investigation made by or on behalf
         of any Holder or the Company or any of the indemnified persons referred
         to in Section 6 hereof, and will survive the sale by a Holder of
         Transfer Restricted Securities.

         7.       Rule 144.

         The Company agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the
Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make
available, upon request of any Holder, to such Holder or beneficial owner of
Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Securities Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of
the Exchange Act, to make all filings required thereby in a timely manner in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144.

         8.       Inconsistent Agreements.

         The Company has not entered into, and agrees not to enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or that otherwise conflict with the provisions
hereof.

         9.       Miscellaneous.

                  (a)      Entire Agreement; Amendments. This Agreement and the
         other writings referred to herein (including the Indenture) or
         delivered pursuant hereto which form a part hereof contain the entire
         understanding of the parties and supersedes all prior agreements and
         understandings among the parties with respect to its subject matter.
         This Agreement may be amended and the observance of any term of this
         Agreement may be waived (either generally or in a particular instance
         and either retroactively or prospectively) only by a written instrument
         duly executed by the Company and the Majority Holders of the Transfer
         Restricted Securities at the time outstanding.

                  (b)      Notices. All notices, requests, claims, demands,
         waivers and other communications hereunder shall be in writing and
         shall be deemed to have been duly given when delivered by hand, if
         delivered personally or by courier, or five days after being deposited
         in the mail (registered or certified mail, postage prepaid, return
         receipt requested) as follows:

                                       20
<PAGE>

                           (i)      If to the Company, to it at 26220 Enterprise
                  Court, Lake Forest, California, 92630, Attention: General
                  Counsel; with a copy to (which copy shall not constitute
                  notice): Gibson, Dunn & Crutcher LLP, 333 S. Grand Avenue, Los
                  Angeles, CA 90071, Facsimile: (213) 229-7520, Attention: Jeff
                  Hudson, Esq.;

                           (ii)     If to the Initial Purchasers, to the address
                  set forth in the Purchase Agreement; and

                           (iii)    If to a Holder, to the address of such
                  Holder set forth in the security register, the Notice and
                  Questionnaire or other records of the Company,

         or to such other address as the Company, the Initial Purchasers or any
         such Holder may have furnished to the other parties in writing in
         accordance herewith, except that notices of change of address shall be
         effective only upon receipt.

                  (c)      Remedies. Nothing shall preclude a Notice Holder or
         Holder of Transfer Restricted Securities from pursuing or obtaining
         specific performance or other equitable relief with respect to this
         Agreement.

                  (d)      Actions Affecting Transfer Restricted Securities. The
         Company shall not, directly or indirectly, take any action with respect
         to the Transfer Restricted Securities as a class that would adversely
         affect the ability of the Holders of Transfer Restricted Securities to
         include such Transfer Restricted Securities in a registration
         undertaken pursuant to this Agreement.

                  (e)      Successors. This Agreement shall be binding upon,
         shall inure to the benefit of and shall be enforceable by the
         respective successors and assigns of the parties hereto. In the event
         that any transferee of any Holder of Transfer Restricted Securities
         shall acquire Transfer Restricted Securities, in any manner, whether by
         gift, bequest, purchase, operation of law or otherwise, such transferee
         shall, without any further writing or action of any kind, be deemed a
         party hereto for all purposes and such Transfer Restricted Securities
         shall be held subject to all of the terms of this Agreement, and by
         taking and holding such Transfer Restricted Securities such transferee
         shall be entitled to receive the benefits of, and be conclusively
         deemed to have agreed to be bound by and to perform, all of the
         applicable terms and provisions of this Agreement.

                  (f)      Survival. The respective indemnities, agreements,
         representations, warranties and each other provision set forth in this
         Agreement or made pursuant hereto shall remain in full force and effect
         regardless of any investigation (or statement as to the results
         thereof) made by or on behalf of any Holder of Transfer Restricted
         Securities, any director, officer or partner of such Holder, any agent
         or underwriter or any director, officer or partner thereof, or any
         controlling person of any of the foregoing, and shall survive delivery
         of and payment for the Transfer Restricted Securities pursuant to the
         Purchase Agreement and the transfer and registration of Transfer
         Restricted Securities by such Holder.

                  (g)      Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY
         AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF

                                       21
<PAGE>

         NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PROVISIONS
         THEREOF.

                  (h)      Headings. The descriptive headings of the several
         Sections and paragraphs of this Agreement are inserted for convenience
         only, do not constitute a part of this Agreement and shall not affect
         in any way the meaning or interpretation of this Agreement.

                  (i)      Counterparts. This Agreement may be executed by the
         parties in counterparts, each of which shall be deemed to be an
         original, but all such respective counterparts shall together
         constitute one and the same instrument.

                  (j)      Severability. In the event that any one of more of
         the provisions contained herein, or the application thereof in any
         circumstances, is held invalid, illegal or unenforceable in any respect
         for any reason, the validity, legality and enforceability of any such
         provision in every other respect and of the remaining provisions hereof
         shall not be in any way impaired or affected thereby, it being intended
         that all of the rights and privileges of the parties shall be
         enforceable to the fullest extent permitted by law.

                  (k)      Securities Held by the Company, etc. Whenever the
         consent or approval of Holders of a specified percentage of Securities
         is required hereunder, Securities held by the Company or its Affiliates
         (other than subsequent Holders of Securities if such subsequent Holders
         are deemed to be Affiliates solely by reason of their holdings of such
         Securities) shall not be counted in determining whether such consent or
         approval was given by the Holders of such required percentage.

                  (l)      Entire Agreement. This Agreement is intended by the
         parties as a final expression of their agreement and intended to be a
         complete and exclusive statement of the agreement and understanding of
         the parties hereto in respect of the subject matter contained herein.
         There are no restrictions, promises, warranties or undertakings, other
         than those set forth or referred to herein and in the Purchase
         Agreement with respect to the registration rights granted by the
         Company with respect to the Transfer Restricted Securities. This
         Agreement supersedes all prior agreements and understandings between
         the parties with respect to such subject matter.

                                       22
<PAGE>

         Agreed to and accepted as of the date referred to above.

                           APRIA HEALTHCARE GROUP INC.

                           By:    /s/ James E. Baker
                                  ----------------------------------
                           Name:  James E. Baker
                           Title: Chief Financial Officer

                           BANC OF AMERICA SECURITIES LLC

                           Acting on behalf of itself and as a representative of
                           the Initial Purchasers

                           By:    /s/ Robert K. Beauregard
                                  -----------------------------------
                           Name:  Robert K. Beauregard
                           Title: Managing Director

                           J.P. MORGAN SECURITIES INC.

                           Acting on behalf of itself and as a representative of
                           the Initial Purchasers

                           By:    /s/ David McCollough
                                  -----------------------------------
                           Name:  David McCollough
                           Title: Vice President

                           MORGAN STANLEY & CO. INCORPORATED

                           Acting on behalf of itself and as a representative of
                           the Initial Purchasers

                           By:    /s/ Bryan W. Andrzejewski
                                  --------------------------------
                           Name:  Bryan W. Andrzejewski
                           Title: Executive Director