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                                                                   Exhibit 10.15

                     [Letterhead of Rotech Healthcare Inc.]


                                                                 October 30,2002
Albert Prast
400 Lakewood Drive
Winter Park, Florida 32789

     Re: Agreement with Respect to Rights Upon Termination of Employment

Dear Albert:

     Rotech Healthcare, Inc., a Delaware corporation (the "Company" or
"Rotech"), is pleased to offer you the following agreement with respect to your
rights upon the termination of your employment with the Company.

     1. Upon the termination of employment by you for Good Reason or by the
Company without Cause (as those terms are defined below), the Company shall (a)
pay to you, 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 bonus
paid to you for performance in 2001 (excluding bankruptcy retention related
bonuses); and (d) continue your medical coverage under the Company's group
health plan in accordance with the Consolidated Omnibus Budget Reconciliation
Act ("COBRA") for a period of eighteen (18) months from the date of the
termination of your employment by directly paying the monthly premiums on your
behalf during such period. Your entitlement to the severance pay and other
termination benefits provided for in this Paragraph 1 are conditioned upon your
(A) providing a general release in favor of Rotech, in a form approved by the
Company, of any and all claims arising out of, relating to or concerning your
employment or the termination of your employment with the Company and (B)
material compliance with the Confidentiality and Inventions Rights Agreement
annexed to this letter as Exhibit A.

     2. Wherever reference is made in this letter agreement to the termination
of your employment by the Company being with or without Cause, "Cause" shall
include, without limitation, the termination of your employment with the
Company due to the occurrence of one or more of the following events as
determined by a majority vote of the Board of Directors: (a) your conviction or
your entry of a plea of guilty or nolo contendere to any felony, (b) your
engagement in conduct constituting breach of fiduciary duty, willful misconduct
or gross negligence relating to the Company or the performance of your duties
(including intentional acts of employment discrimination or sexual harassment)
or fraud which have a significant adverse effect on the Company, (c) your
willful failure to follow a reasonable and lawful written

    2600 Technology Drive, Suite 300 . Orlando, Florida 32804 . 407-822-4600


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directive of the Chief Executive Officer or the Board of Directors (which shall
be capable of being performed by you with reasonable effort), (d) your
deliberate and continued failure to perform your material duties, and (e) your
intentional disparagement of the Company or any of its affiliate, subsidiary or
parent companies or any of their collective executives, shareholders, directors,
or officers in any written or oral communication; provided, however, that you
shall receive thirty (30) days' prior written notice that the Board of Directors
intends to meet to consider your termination for Cause and specifying the
actions allegedly constituting Cause.

     3. For purposes of this letter agreement, "Good Reason" shall mean the
occurrence of one or more of the following events: (a) 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, (b) a
decrease in your base salary, (c) 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, (d) without your written consent, the directing to you of any duties
or responsibilities which are materially inconsistent with your
responsibilities, positions and/or titles, (e) without your written consent, a
material reduction in your title, duties, positions or responsibilities, or (f)
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 (1) 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 (2) 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. In the event you believe Good Reason to exist, then you must
provide the Company with written notice no later than ninety (90) days after
such event or condition you claim constitutes Good Reason occurs specifying the
bases for your belief that Good Reason exists. If the Company shall not have
cured or eliminated the event constituting Good Reason within thirty (30) days
after receipt of your written notice, upon expiration of such 30-day period,
your employment hereunder shall automatically be terminated.

4. You acknowledge, and by your signature hereby confirm, that the Company has
agreed to provide you with the benefits and payments provided for herein in
consideration for your agreement to be bound by the terms of the Confidentiality
and Inventions Rights Agreement annexed hereto as Exhibit A and that such
benefits serve as sufficient consideration therefore.


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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 agreement between you and the Company.


                                  Very truly yours,

                                  Rotech Healthcare, Inc.

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


Accepted and Agreed:

/s/ Albert Prast
Albert Prast

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