EXHIBIT 10.5

AMENDED AND RESTATED
EXECUTIVE SEVERANCE AGREEMENT

This
Amended and Restated Executive Severance Agreement (this Agreement) is made as
of this 5th day of May, 2006, between Apria Healthcare Group Inc., a
Delaware corporation (the Company), and Amin I. Khalifa(the
Executive).

RECITALS

A.       
          It is the desire of the Company to retain the services of the Executive and to
          recognize the Executives contribution to the Company.

B.       
          The Company and the Executive wish to set forth certain terms and conditions of
          the Executives employment.

C.       
          The Company wishes to provide to the Executive certain benefits in the event
          that his employment is terminated by the Company without Cause (as defined
          below) or in the event that he terminates employment for Good Reason (as defined
          below), in order to encourage the Executives performance and continued
          commitment to the Company.

NOW,
THEREFORE, in consideration of the foregoing and of the respective covenants and
agreements set forth below, the parties hereto agree as follows:

1.       
          Positions and Duties. The Executive shall serve in such positions and
          undertake such duties and have such authority as the Company, through its Chief
          Executive Officer, shall assign to the Executive from time to time in the
          Companys sole and absolute discretion. The Company has the right to change
          the nature, amount or level of authority and responsibility assigned to the
          Executive at any time, for any reason or no reason, and with or without cause.
          The Company may also change the title or titles assigned to the Executive at any
          time, for any reason or no reason, and with or without cause. The Executive
          agrees to devote substantially all of his working time and efforts to the
          business and affairs of the Company. The Executive further agrees that he shall
          not undertake any outside activities which create a conflict of interest with
          his duties to the Company, or which, in the judgment of the Chief Executive
          Officer or Board of Directors of the Company, interfere with the performance of
          the Executives duties to the Company.

2.       
          Compensation and Benefits.

a.       
          Salary. The Executives salary shall be such salary as the Company
          assigns to him from time to time in accordance with its regular practices and
          policies. The parties to this Agreement recognize that the Company may, in its
          sole discretion, change such salary on a prospective basis.

b.       
          Bonus. The Executive shall be entitled to participate in the Executive
          Bonus Plan or such other bonus plans applicable to his position as may be in
          effect from time to time. The parties to this Agreement recognize that such
          bonus plans may be amended and/or terminated by the Company at any time without
          the consent of the Executive in accordance with the terms of such bonus plans.

c.       
          Expenses. During the term of the Executives employment, the
          Executive shall be entitled to receive reimbursement for all reasonable and
          customary expenses incurred by the Executive in performing services for the
          Company in accordance with the Companys reimbursement policies as they may
          be in effect from time to time. The parties to this Agreement recognize that
          such policies may be amended and/or terminated by the Company at any time
          without the consent of the Executive.

d.       
          Other Benefits. The Executive shall be entitled to participate in all
          employee benefit plans, programs and arrangements of the Company (including,
          without limitation, stock option plans or agreements and insurance, retirement
          and vacation plans, the deferred compensation plan and any other programs and
          arrangements), in accordance with the terms of such plans, programs or
          arrangements as they shall be in effect from time to time during the period of
          the Executives employment; provided, however, that nothing herein shall
          entitle the Executive to any specific awards under the Companys equity
          compensation plans or other discretionary employee benefit plans. The parties to
          this Agreement recognize that the Company may terminate or modify such plans,
          programs or arrangements at any time without the consent of the Executive.

3.       
          Grounds for Termination. The Executives employment may be
          terminated by the Company or the Executive at any time, for any reason or no
          reason, with or without Cause or Good Reason (as such terms are defined below),
          and except as expressly provided herein, with or without any advance notice. the
          Executives employment may end for any one of the following reasons:

a.       
          Without Cause or Good Reason. The Executive or the Company may terminate
          the Executives employment at any time, without Cause (in the case of the
          Company) or for Good Reason (in the case of the Executive), by giving the other
          party to this Agreement at least 30 days advance written notice of such
          termination.

b.       
          Death. The Executives employment hereunder shall terminate upon his
          death.

c.       
          Disability. If, as a result of the Executives incapacity due to
          physical or mental illness, the Executive shall have been unable to perform the
          essential functions of his position, even with reasonable accommodation that
          does not impose an undue hardship on the Company, on a full- time basis for the
          entire period of six (6) consecutive months, and within thirty (30) days after
          written notice of termination is given (which may occur before or after the end
          of such six- month period), shall not have returned to the performance of his
          duties hereunder on a full-time basis (a disability), the Company
          may terminate the Executives employment on account of such disability.

d.       
          Cause. The Company may terminate the Executives employment for
          Cause. For purposes of this Agreement (except as set forth below),
          Cause shall mean that the Company, acting in good faith based upon
          the information then known to the Company, determines that the Executive has (i)
          engaged in or committed willful misconduct; (ii) engaged in or committed theft,
          fraud or other illegal conduct; (iii) refused or demonstrated an unwillingness
          to substantially perform his duties after written demand for substantial
          performance is delivered by the Company that specifically identifies the manner
          in which the Company believes the Executive has not substantially performed his
          duties; (iv) refused or demonstrated an unwillingness to reasonably cooperate in
          good faith with any Company or government investigation or provide testimony
          therein (other than such failure resulting from the Executives
          disability); (v) engaged in or committed insubordination; (vi) engaged in or
          committed any willful act that is likely to and which does in fact have the
          effect of injuring the reputation or business of the Company; (vii) willfully
          violated his fiduciary duty or his duty of loyalty to the Company or the
          Companys Code of Ethical Business Conduct in any material respect; (viii)
          used alcohol or drugs (other than drugs prescribed to the Executive by a
          physician and used by the Executive for their intended purpose for which they
          had been prescribed) in a manner which materially and repeatedly interferes with
          the performance of his duties hereunder or which has the effect of materially
          injuring the reputation or business of the Company; or (ix) engaged in or
          committed a breach of any term of this Agreement. For purposes of the above
          clauses (i), (vi) and (vii) of this Section 3(d), no act, or failure to act, on
          the Executives part shall be considered willful unless done or omitted to
          be done, by him not in good faith or without reasonable belief that his action
          or omission was in the best interest of the Company. Notwithstanding anything
          herein to the contrary, for purposes of any termination of employment that
          occurs within the period that (i) begins with the first to occur of (1) the
          initial public announcement of a Change of Control (as defined below), or (2)
          the 90th day preceding a Change of Control and (ii) ends two years following
          such Change of Control, Cause shall instead mean only the occurrence
          of either or both of the following: (A) the Executives conviction for
          committing an act of fraud, embezzlement, theft, or other act constituting a
          felony (other than traffic related offenses or as a result of vicarious
          liability); or (B) the willful engaging by the Executive in misconduct that is
          significantly injurious to the Company. For purposes of the above clause (B) of
          this Section 3(d), no act, or failure to act, on the Executives part shall
          be considered willful unless done or omitted to be done, by him not in good
          faith or without reasonable belief that his action or omission was in the best
          interest of the Company. Notwithstanding the foregoing, the Executive shall not
          be deemed to have been terminated for Cause without delivery to the Executive of
          a notice of termination signed by the Companys Chief Executive Officer or
          President stating that, in the good faith opinion of the officer signing such
          notice, the Executive has engaged in or committed conduct of the nature
          described above in this Section 3(d), and specifying the particulars thereof.

e.       
          Resignation for Good Reason. the Executive may resign on account of Good
          Reason (as defined below).

4.       
          Payments upon Termination.

a.       
          Without Cause or with Good Reason. In the event that the Executives
          employment is terminated by the Company for any reason other than death,
          disability or Cause as defined in Sections 3 (b), (c) and (d) of this
          Agreement, or in the event that the Executive terminates his employment
          hereunder with Good Reason as defined in Section 4(c) of this Agreement, the
          Executive shall be entitled to receive severance pay in an aggregate amount
          equal to 100% of his Annual Compensation, which shall be paid, subject to
          Section 12, in periodic installments in accordance with the Companys
          customary payroll practices over a period of one (1) year, less any amounts
          required to be withheld by applicable law, in exchange for a valid release of
          all claims the Executive may have against the Company in the form attached
          hereto as Exhibit A (which may be modified only to the extent necessary to
          reflect developments in applicable law that would jeopardize enforceability of
          such release unless the modifications are not made) and continued compliance
          with the restrictive covenants described in Sections 7-9 below. The Company
          will also pay to the Executive any earned but unused vacation time at the rate
          of pay in effect on the date of the notice of termination.

b.       
          Annual Compensation. For purposes of this Section 4, the term
          Annual Compensation means an amount equal to the Executives
          annual base salary at the rate in effect on the date on which the Executive
          received or gave written notice of his termination, plus the sum of (i) an
          amount equal to the average of the annual bonuses with respect to the
          Companys two (2) most recently completed fiscal years, if any, determined
          to be payable and/or paid to the Executive under the Companys the
          Executive Bonus Plan (or comparable bonus plan) prior to such notice of
          termination, and (ii) an amount determined by the Company from time to time in
          its sole discretion to be equal to the annual cost for the Executive of
          obtaining medical, dental and vision insurance under COBRA, which annual amount
          is hereby initially estimated to be $20,000.

c.       
          Good Reason. For purposes of this Section 4 (except as set forth
          below) the term Good Reason means the occurrence of any of the
          following, without the written consent of the Executive, unless such event is
          rescinded within ten (10) business days after the Executive notifies the Company
          that the Executive objects thereto:

|(i) |  | any reduction in the Executives annual base salary, except for a general
               one-time across-the-board salary reduction not exceeding ten percent
               (10%) which is imposed simultaneously on all executive officers of the Company;
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|or(ii) |  | the Company requires the Executive to be based at an office location which will
               result in an increase of more than thirty (30) miles in the Executives
               one-way commute, except in connection with a relocation of the Companys
               principal executive offices;
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provided, however, that Good
Reason shall cease to exist for an event on the 60th day following the earlier of
the Companys written notice of the change to the Executive or the Executives
becoming aware thereof, unless the Executive has given the Company written notice of his
objection thereto prior to such date.

Notwithstanding anything herein to the contrary, for
purposes of any termination of employment that occurs within the period that
(i) begins with the first to occur of (1) the initial public announcement of a Change
of Control (as defined below), or (2) the 90th day preceding a Change of Control and
(ii) ends two years following such Change of Control, Good Reason shall
instead mean, without the Executives express written consent, the occurrence of any
one or more of the following:

|(a) |  | a material reduction in the nature, status or scope of the Executives
               authorities, duties, and/or responsibilities, (when such authorities, duties,
               and/or responsibilities are viewed in the aggregate) from their level in effect
               on the day immediately prior to the Change of Control (provided, however, that
               neither of (A) a change in the Executives title or reporting
               relationships, nor (B) an adjustment in the nature of the Executives
               duties and responsibilities that in either case does not remove from him the
               authority with respect to the Companys functional area, employees or
               products and services that the Executive had immediately prior to such change or
               adjustment shall constitute Good Reason);
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|(b) |  | a reduction in the Executives base salary from its highest level in effect
               at any point in the three months preceding the Change of Control or a
               significant reduction in the Executives aggregate incentive opportunities
               under the Companys short and/or long-term incentive programs, as such
               opportunities exist immediately prior to the Change of Control;
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|(c) |  | the failure of the Company to maintain the Executives relative level of
               coverage and accruals (as compared to other Company executives) under the
               Companys employee benefit and/or retirement plans, policies, practices, or
               arrangements in which the Executive participates immediately prior the Change of
               Control (both in terms of the amount of benefits provided, and amounts accrued)
               (for this purpose, the Company may eliminate and/or modify existing programs and
               coverage levels without the Executives consent; provided, however, that
               the Executives level of coverage under all such programs must be at least
               as great as is provided to executives who have the same or lesser levels of
               reporting responsibilities within the Companys organization); or
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|(d) |  | the Executive is informed by the Company that his principal place of employment
               for the Company will be relocated to a location that will result in an increase
               of more than thirty (30) miles in the Executives one-way commute (as
               compared to the Executives one-way commute prior to the Change of
               Control).
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d.       
          Release of all Claims. The Executive understands and agrees that the
          Companys obligation to pay the Executive severance pay under this
          Agreement is subject to the Executives execution of a valid written waiver
          and release of all claims which the Executive may have against the Company
          and/or its successors in the form attached hereto as Exhibit A (modified
          only to the extent necessary to have the same legal effect on the date of
          execution as it would if it were executed on the date hereof).

e.       
          No Mitigation or Offset. Notwithstanding anything herein to the contrary,
          the amount of any payment or benefit provided for in this Section 4 shall
          not be reduced, offset or subject to recovery by the Company or any of its
          subsidiaries or affiliates by reason of any compensation earned by the Executive
          as the result of employment by another employer after the Executives
          employment with the Company terminates for any reason. In addition, the
          Executive shall be under no obligation to seek other employment or to take any
          other actions to mitigate the amounts payable under this Section 4.

f.       
          Death, Disability or Cause. In the event that the Executives
          employment is terminated due to death, disability or Cause, the Company shall
          not be obligated to pay the Executive any amount other than earned unused
          vacation, reimbursement for business expenses incurred prior to his termination
          and in compliance with the Companys reimbursement policies, any unpaid
          salary for days worked prior to the termination, all other amounts accrued or
          earned by the Executive through the date of termination under the then existing
          plans and policies of the Company, and any amounts owing in respect of the
          Companys indemnification obligations to the Executive.

g.       
          Change of Control. For purposes of this Agreement, a Change of
          Control shall, unless otherwise determined by the Board of Directors of
          the Company or Compensation Committee thereof prior to the consummation of the
          Change of Control, be deemed to have occurred if:

|(i) |  | any person, as such term is used in Sections 13(d)and 14(d)(2) of
               the Securities Exchange Act of 1934, as amended (the 1934 Act) is,
               becomes or enters a contract to become, the beneficial owner, as
               such term is used in Rule 13d-3 promulgated under the 1934 Act, directly or
               indirectly, of securities representing twenty-five percent (25%) or more of the
               voting common stock of the Company;
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|(ii) |  | all or substantially all of the business or assets of the Company are disposed
               of, or a contract is entered to dispose of all of the business of the Company
               pursuant to a merger, consolidation other transaction in which (a) the Company
               is not the surviving parent company or (b) the stockholders of the Company prior
               to the transaction do not continue to own at least sixty percent (60%) of the
               surviving parent company in substantially the same proportions as their
               ownership immediately prior to such transaction; or
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|(iii) |  | the Company is materially or completely liquidated.
|----- |  | ---------------------------------------------------

Notwithstanding clause (i) above, a Change of
Control shall not be deemed to have occurred solely because a person shall be,
become or enter into a contract to become the beneficial owner of 25% or more, but less
than 40%, of the voting common stock of the Company, if and for so long as such person is
bound by, and in compliance with, a contract with the Company providing that such person
may not nominate, vote for, or select more than a minority of the directors of the
Company. The exception provided by the preceding sentence shall cease to apply with
respect to any person upon expiration, waiver, or non-compliance with any such contract,
by which such person was bound.

h.       
          In the event that at any time following a Change of Control the Executive
          initiates arbitration pursuant to Section 16 to enforce his rights to any
          payments under Section 4, or the Company seeks to deny, dispute or reduce any
          such payments for any reason, then:

|(i) |  | the burden of proving that the Executive is not entitled to such payments shall
          be on the Company;
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|(ii) |  | the Company shall pay all expenses incurred by the Executive in prosecuting or
               defending any such proceeding as they are incurred by the Executive in advance
               of the final disposition of such dispute, together with any tax liability
               incurred by the Executive in connection with the receipt of such amounts;
               provided, however, that the payment of such expenses incurred in advance of the
               final disposition of such proceeding shall be made only upon delivery to the
               Company of an undertaking, by or on behalf of the Executive, to repay all
               amounts so advanced to the extent the arbitrator in such proceeding
               affirmatively determines that the Company is the prevailing party, taking into
               account all claims made by any such party to such proceeding; and
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|(iii) |  | all such payments or benefits described in this Agreement shall continue to be
               made or provided on the dates provided herein as if all assertions or claims
               made by the Executive are accurate without any offsets, claims or charges of any
               kind whatsoever being asserted by the Company, except in the event a final
               determination pursuant to the arbitration provisions of Section 16 has been
               rendered and such determination provides that the Company is entitled to assert
               any such offset, claim or charge against the Executive.
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5.       
          Successors; Binding Agreement.

a.       
          The Company will require any successor (whether direct or indirect, by purchase,
          merger, consolidation or otherwise) to all or substantially all of the business
          and/or assets of the Company to expressly assume and agree to perform this
          Agreement in the same manner and to the same extent that the Company would be
          required to perform it if no such succession had taken place. Failure of the
          Company to obtain such assumption and agreement prior to the effectiveness of
          any such succession shall be a breach of this Agreement and shall entitle the
          Executive to compensation from the Company in the same amount and on the same
          terms as he would be entitled to hereunder if he terminated his employment for
          Good Reason, except that for purposes of implementing the foregoing, the date on
          which any such succession becomes effective shall be deemed the date of
          termination. As used in this Agreement, Company shall mean the
          Company as herein before defined and any successor to its business and/or assets
          as aforesaid which executes and delivers the agreement provided for in this
          Section 5 or which otherwise becomes bound by all the terms and provisions
          of this Agreement by operation of law.

b.       
          This Agreement and all rights of the Executive hereunder shall inure to the
          benefit of and be enforceable by the Executives personal or legal
          representatives, executors, administrator, successors, heirs, distributees,
          devisees and legatees. If the Executive should die while any amounts would still
          be payable to him hereunder if he had continued to live, all such amounts,
          unless otherwise provided herein, shall be paid in accordance with the terms of
          this Agreement to the Executives devisee, legatee, or other designee or,
          if there be no such designee, to the Executives estate.

6.       
          Notices. For the purposes of this Agreement, notices, demands and all
          other communications provided for in this Agreement shall be in writing and
          shall be deemed to have been duly given when delivered personally, by telecopy,
          telex or other form of written electronic transmission, by overnight courier or
          by registered or certified mail, postage prepaid, or mailed by United States
          certified or registered mail, return receipt requested, postage prepaid,
          addressed as follows:

If to the Executive:

        Amin I. Khalifa
        4 Little Pond
        Laguna Niguel, CA 92677

        If to the Company:

        Apria Healthcare Group Inc.
        26220 Enterprise Court
        Lake Forest, California 92630
        Attention: Chief Executive Officer

With a copy to the attention of: Senior Vice President,
Human Resources or to such other address as either party may have furnished to the other
in writing in accordance herewith, except that notices of change of address shall be
effective only upon receipt.

7.     Antisolicitation.

a.       
          The Executive promises and agrees that, during the period of his employment by
          the Company and for a period of one year thereafter, he will not influence or
          attempt to influence customers or patients of the Company or any of its present
          or future subsidiaries or affiliates, either directly or indirectly, to divert
          their business to any individual, partnership, firm, corporation or other entity
          then in competition with the business of the Company, or any subsidiary or
          affiliate of the Company, where the identity of the customer or patient, or any
          information concerning the relationship between the customer or patient and the
          Company, is a trade secret or other Confidential Material (as defined below).

b.       
          The Executive expressly acknowledges and agrees that if the Company has a
          reasonable good faith belief that he is in violation of any of the restrictive
          covenants set forth in this Section 7, then the Company, following written
          notice to the Executive explaining the basis for its belief, may, except as
          provided in Section 4(h), suspend any future payments scheduled to be made
          pursuant to Section 4, unless and until the Executive establishes to the
          Companys reasonable good faith satisfaction that no such violation has
          occurred. In addition, the Company and the Executive acknowledge and agree that
          such cessation of payments shall be the Companys sole and exclusive remedy
          of any breach by the Executive of any of the restrictive covenants set forth in
          this Section 7. In order to implement the principle of this Section 7(c),
          in the event that an arbitrator determines that the Executive has violated the
          provisions of this Section 7, the arbitrator may require that the Executive
          return to the Company any amounts paid to the Executive pursuant to Section 4(h)
          following the date of such violation.

8.    
          Soliciting Employees. The Executive promises and agrees that, for a
          period of one year following termination of his employment, he will not,
          directly or indirectly, solicit any of the Company employees who earned annually
          $50,000 or more as a Company employee during the last six months of his or her
          own employment, or facilitate the hiring of any such employee, to work for any
          other business, individual, partnership, firm, corporation, or other entity.

9.    
          Confidential Information.

a.       
          The Executive, in the performance of his duties on behalf of the Company, shall
          have access to, receive and be entrusted with confidential information,
          including but not limited to systems technology, field operations,
          reimbursement, development, marketing, organizational, financial, management,
          administrative, clinical, customer, distribution and sales information, data,
          specifications and processes presently owned or at any time in the future
          developed, by the Company or its agents or consultants, or used presently or at
          any time in the future in the course of its business that is not otherwise part
          of the public domain (collectively, the Confidential Material). All
          such Confidential Material is considered secret and will be available to the
          Executive in confidence. Except in the performance of duties on behalf of the
          Company, the Executive shall not, directly or indirectly for any reason
          whatsoever, disclose or use any such Confidential Material, unless such
          Confidential Material ceases (through no fault of the Executives) to be
          confidential because it has become part of the public domain. All records,
          files, drawings, documents, notes, disks, diskettes, tapes, magnetic media,
          photographs, equipment and other tangible items, wherever located, relating in
          any way to the Confidential Material or otherwise to the Companys
          business, which the Executive prepares, uses or encounters during the course of
          his employment, shall be and remain the Companys sole and exclusive
          property and shall be included in the Confidential Material. Upon termination of
          this Agreement by any means, or whenever requested by the Company, the Executive
          shall promptly deliver to the Company any and all of the Confidential Material,
          not previously delivered to the Company, that may be or at any previous time has
          been in the Executives possession or under the Executives control.

b.       
          The Executive hereby acknowledges that the sale or unauthorized use or
          disclosure of any of the Companys Confidential Material by any means
          whatsoever and at any time before, during or after the Executives
          employment with the Company shall constitute unfair competition. The Executive
          agrees he shall not engage in unfair competition either during the time employed
          by the Company or any time thereafter.

c.       
          The Executive promises and agrees that for a period of one year following
          termination of his employment, he will not, other than as required by law or by
          order of a court or other competent authority, make or publish, or cause any
          other person to make or publish, any statement that is disparaging or that
          reflects negatively upon the Company, or that is or reasonably would be expected
          to be damaging to the reputation of the Company.

10.    Parachute Limitation.

a.       
          Notwithstanding any other provision of this Agreement, in the event that any
          amount or benefit that may be paid or otherwise provided to or in respect of the
          Executive by or on behalf of the Company or any affiliate, whether pursuant to
          this Agreement or otherwise (collectively, Covered Payments), is or
          may become subject to the tax imposed under Section 4999 of the Internal Revenue
          Code of 1986, as amended (the Code) (or any successor provision or
          any comparable provision of state, local or foreign law) (Excise
          Tax), then the portion of the Covered Payments that would be treated as
          parachute payments under Code Section 280G (Covered Parachute
          Payments) shall either be (i) paid in full in accordance with their
          respective terms or (ii) reduced so that the Covered Parachute Payments, in the
          aggregate, are reduced to the Safe Harbor Amount (as defined below), whichever
          of the foregoing amounts, taking into account the applicable federal, state, and
          local employment taxes, income taxes, and the Excise Tax, results in the receipt
          by the Executive, on an after-tax basis, of the greatest amount of the payment
          notwithstanding that all or some portion of the payment may be subject to the
          Excise Tax. For purposes of this Agreement, the term Safe Harbor
          Amount means the largest portion of the Covered Payments that would result
          in no portion of the Covered Payments being subject to the Excise Tax. In the
          event that it is determined that the amount of any Covered Payments will be
          reduced in accordance with this Section 10, the Executive shall have the right
          to designate which of the Covered Payments shall be reduced and to what extent,
          provided that the Executive may not so elect to the extent that, in the
          determination of counsel to the Company, such election would cause the Executive
          to be subject to the Excise Tax.

b.       
          The determination of (i) whether an event described in Section 280G(b)(2)(A)(i)
          of the Code has occurred, (ii) the value of any Covered Parachute Payments and
          the Safe Harbor Amount, (iii) whether any reduction in the Covered Payments is
          required under Section 10(a), and (iv) the amount of any such reduction, shall
          be made initially by an accounting firm selected by the Compensation Committee
          of the Board of Directors (as constituted prior to the occurrence of any Change
          of Control), or, if no such firm is selected, by the independent compensation
          consulting firm retained by the Compensation Committee prior to any Change of
          Control to provide consulting advice to the Compensation Committee (the
          Accountants). For purposes of making the calculations required by
          this Section 10, the Accountants may make reasonable assumptions and
          approximations concerning applicable taxes and may rely on reasonable, good
          faith interpretations concerning the application of the Code, and other
          applicable legal authority. The Company and the Executive shall furnish to the
          Accountants such information and documents as the Accountants may reasonably
          request in order to make a determination under this Section 10. The Company
          shall bear and be solely responsible for all costs the Accountants may
          reasonably incur in connection with any calculations contemplated by this
          Section 10.

c.       
          If, notwithstanding any reduction described in this Section 10, the Internal
          Revenue Service (IRS) determines that the Executive is liable for
          the Excise Tax as a result of the receipt of amounts payable under this
          Agreement or otherwise as described above, then the Executive shall be obligated
          to pay back to the Company, within thirty (30) days after a final IRS
          determination or in the event that the Executive challenges the final IRS
          determination, a final judicial determination, a portion of such amounts equal
          to the Repayment Amount. The Repayment Amount with respect to the
          payment of benefits shall be the smallest such amount, if any, as shall be
          required to be paid to the Company so that the Executives net after-tax
          proceeds with respect to any payment of benefits (after taking into account the
          payment of the Excise Tax and all other applicable taxes imposed on such
          payment) shall be maximized. The Repayment Amount with respect to the payment of
          benefits shall be zero if a Repayment Amount of more than zero would not result
          in the Executives net after-tax proceeds with respect to the payment of
          such benefits being maximized. If the Excise Tax is not eliminated pursuant to
          this paragraph, the Executive shall pay the Excise Tax.

d.       
          Notwithstanding any other provision of this Section 10, if (i) there is a
          reduction in the payment of benefits as described in this Section 10, (ii) the
          IRS later determines that the Executive is liable for the Excise Tax, the
          payment of which would result in the maximization of the Executives net
          after-tax proceeds (calculated as if the Executives benefits had not
          previously been reduced), and (iii) the Executive pays the Excise Tax, then the
          Company shall pay to the Executive those benefits which were reduced pursuant to
          this Section 10 as soon as administratively possible after the Executive pays
          the Excise Tax so that the Executives net after-tax proceeds with respect
          to the payment of benefits are maximized.

11.      Funding Upon Change Of Control.

a.       
          Immediately prior to the occurrence of a Change of Control, the Company shall
          fund, to the extent it has not done so, a sum equal to the present value on the
          date of the Change of Control of any amounts that are or would reasonably be
          expected to become payable to the Executive under the provisions of Sections 4
          and 12 hereof (including a good faith estimate of expenses of the trust in the
          event that the Company does not timely pay such expenses) and the provisions of
          that certain Noncompetition Agreement, dated as of May 5, 2006, by and between
          the Executive and the Company (the Noncompetition Agreement), which
          in any event shall be no less than 125% of such present value (determined using
          an interest rate equal to the short-term applicable federal rate (with annual
          compounding) established under Section 1274(d) of the Code for the month in
          which the Change of Control), by establishing and irrevocably funding a trust
          for the benefit of the Executive. In addition, immediately prior to the
          occurrence of a Change of Control, the Company shall contribute to the trust
          established under this Section 11, to the extent it has not done so, a number of
          shares of common stock of the Company equal to the total number of shares
          subject to all outstanding awards (whether vested or unvested) of stock options,
          restricted stock purchase rights and restricted stock units held by the
          Executive as of immediately prior to the Change of Control. The trustee of such
          trust shall be instructed to pay out any such amounts as and to the extent such
          amounts become payable in accordance with the terms of this Agreement and the
          agreements documenting the terms of the Executives outstanding stock
          awards.

b.       
          The trust established under this Section 11 shall be a grantor trust described
          in Section 671 of the Code. The Company shall be solely responsible for and
          shall directly pay all fees and expenses of the trust; provided, however, in the
          event that the Company does not pay all of the fees and expenses of the trust,
          the trustee shall have the authority to pay such fees from the assets of the
          trust.

c.       
          Any payments of compensation, severance or other benefits by the trust
          established pursuant to this Section 11 shall, to the extent thereof, discharge
          the Companys obligation to pay compensation, pension, severance and other
          benefits hereunder, it being the intent of the Company that assets in such trust
          be held for the purpose of discharging any obligation of the Company to pay
          compensation, severance and other benefits under this Agreement and all equity
          compensation agreements between the Company and the Executive under such
          circumstances in which such trust is in effect.

d.       
          The trust established under this Section 11 shall not terminate until the date
          on which all payments and benefits to be funded out of the trust have been
          satisfied and discharged in full. Upon termination of the trust any assets
          remaining in the trust shall be returned to the Company.

12.    
          Effect of Section 409A of the Code. Notwithstanding anything to the
          contrary in this Agreement, if the Company determines (a) that on the date the
          Executives employment with the Company terminates or at such other time
          that the Company determines to be relevant, the Executive is a specified
          employee (as such term is defined under Section 409A) of the Company and
          (b) that any payments to be provided to the Executive pursuant to this Agreement
          are or may become subject to the additional tax under Section 409A(a)(1)(B) of
          the Code or any other taxes or penalties imposed under Section 409A of the Code
          (Section 409A Taxes) if provided at the time otherwise required
          under this Agreement then (i) such payments shall be delayed until the date that
          is six months after date of the Executives separation from
          service (as such term is defined under Section 409A of the Code) with the
          Company, or such shorter period that, as determined by the Company, is
          sufficient to avoid the imposition of Section 409A Taxes (the Payment
          Delay Period) and (ii) such payments shall be increased by an amount equal
          to interest on such payments for the Payments Delay Period at a rate equal to
          the prime rate in effect as of the date the payment was first due plus one point
          (for this purpose, the prime rate will be based on the rate published from time
          to time in The Wall Street Journal).

13.    
          Modification and Waiver. No provisions of this Agreement may be modified,
          waived or discharged unless such waiver, modification or discharge is agreed to
          in writing signed by the Executive and the Chief Executive Officer or the
          President of the Company. No waiver by either party hereto at any time of any
          breach by the other party hereto of, or compliance with, any condition or
          provision of this Agreement to be performed by such other party shall be deemed
          a waiver of similar or dissimilar provisions or conditions at the same or at any
          prior or subsequent time. No agreements or representations, oral or otherwise,
          express or implied, with respect to the subject matter hereof have been made by
          either party which are not set forth expressly in this Agreement. The validity,
          interpretation, construction and performance of this Agreement shall be governed
          by the laws of the State of California without regard to its conflicts of law
          principles.

14.    
          Severability. The provisions of this Agreement are severable and in the
          event that a court of competent jurisdiction determines that any provision of
          this Agreement is in violation of any law or public policy, in whole or in part,
          only the portions of this Agreement that violate such law or public policy shall
          be stricken. All portions of this Agreement that do not violate any statute or
          public policy shall not be affected thereby and shall continue in full force and
          effect. Further, any court order striking any portion of this Agreement shall
          modify the stricken terms as narrowly as possible to give as much effect as
          possible to the intentions of the parties under this Agreement.

15.    
          Counterparts. This Agreement may be executed in one or more counterparts,
          each of which shall be deemed to be an original but all of which together will
          constitute one and the same instrument.

16.    
          Arbitration. Any dispute or controversy arising under or in connection
          with this Agreement or the Executives employment by the Company shall be
          settled exclusively by arbitration, conducted before a single neutral arbitrator
          in accordance with the American Arbitration Associations National Rules
          for Resolution of Employment Disputes as then in effect. Judgment may be entered
          on the arbitrators award in any court having jurisdiction; provided,
          however, that the Company shall be entitled to seek a restraining order or
          injunction in any court of competent jurisdiction to prevent any continuation of
          any violation of the provisions of Sections 7, 8 or 9 of this Agreement and the
          Executive hereby consents that such restraining order or injunction may be
          granted without the necessity of the Companys posting any bond, and
          provided, further, that the Executive shall be entitled to seek specific
          performance of his right to be paid until the date of employment termination
          during the pendency of any dispute or controversy arising under or in connection
          with this Agreement. Each party shall pay its own attorneys fees and
          costs. If any party prevails on a statutory claim which affords attorneys
          fees and costs, the arbitrator may award reasonable attorneys fees and/or
          costs to the prevailing party. The fees and expenses of the arbitrator and the
          arbitration shall be borne by the Company.

17.    
          Entire Agreement. This Agreement sets forth the entire agreement of the
          parties hereto in respect of the subject matter contained herein and supersedes
          all prior agreements, promises, covenants, arrangements, communications,
          representations or warranties, whether oral or written, by any officer, employee
          or representative of any party hereto; and any prior agreement of the parties
          hereto in respect of the subject matter contained herein is hereby terminated
          and canceled.

---

IN
WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above
written.

|APRIA HEALTHCARE GROUP INC.
By ____________________________  
        
Lawrence M. Higby
        
Chief Executive Officer | THE EXECUTIVE
By ____________________________  
        
Name: Amin I. Khalifa
|------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------

---

EXHIBIT A

GENERAL RELEASE

THIS
GENERAL RELEASE (this Release) is made as of the ___ day of
__________, 20___, by and between _______________, an individual
(Executive), and Apria Healthcare Group Inc., a Delaware corporation
(Apria). In consideration of the payments and benefits to be provided
to Executive pursuant to that certain Amended and Restated Executive Severance Agreement,
dated May 5, 2006, to which Executive and Apria are parties (the Severance
Agreement), the sufficiency of which is acknowledged hereby, Executive and Apria
agree as follows:

1.       
          Neither this Release nor anything in this Release shall be construed to be or
          shall be admissible in any proceeding as evidence of an admission by Apria or
          Executive of any violation of Aprias policies or procedures, or state or
          federal laws or regulations. This Release may be introduced, however, in any
          proceeding to enforce the Release. Such introduction shall be pursuant to an
          order protecting its confidentiality.

2.       
          Except for (i) those obligations created by or arising out of this Release, (ii)
          any rights Executive may have under stock option agreements with Apria and any
          retirement, 401(k), or similar benefit plans of Apria, and (iii) the continuing
          right to indemnification as provided by applicable law or in Aprias bylaws
          and articles of incorporation in connection with acts, suits or proceedings by
          reason of the fact that he was an officer or employee of Apria where the basis
          of the claims against him consists of acts or omissions taken or made in such
          capacity, Executive on behalf of himself, his descendants, dependents, heirs,
          executors, administrators, assigns, and successors, and each of them, hereby
          covenants not to sue and fully releases and discharges Apria, and its
          predecessors, subsidiaries and affiliates, past and present, and each of them,
          as well as its and their trustees, directors, officers, agents, attorneys,
          insurers, employees, stockholders, representatives, assigns, and successors,
          past and present, and each of them, hereinafter together and collectively
          (including Apria) referred to as the Apria Releasees, with
          respect to and from any and all claims, wages, demands, rights, liens,
          agreements, contracts, covenants, actions, suits, causes of action, obligations,
          debts, costs, expenses, attorneys fees, damages, judgments, orders and
          liabilities of whatever kind or nature in law, equity or otherwise, whether now
          known or unknown, suspected or unsuspected, and whether or not concealed or
          hidden, which he now owns or holds or he has at any time heretofore owned or
          held as against the Apria Releasees, arising out of or in any way connected with
          his employment relationship with any Apria Releasee, or his voluntary
          resignation from employment with the Apria Releasees or any other transactions,
          occurrences, actions, omissions, claims, losses, damages or injuries whatsoever,
          known or unknown, suspected or unsuspected, resulting from any act or omission
          by or on the part of any Apria Releasee committed or omitted prior to the date
          of this Release, including, without limiting the generality of the foregoing,
          any claim under Title VII of the Civil Rights Act of 1964, the Age
          Discrimination in Employment Act, the Americans with Disabilities Act, the
          Family and Medical Leave Act of 1993, the Fair Employment Practices Act, the
          Equal Pay Laws, the Workers Compensation Act, the Family and Medical Leave
          Act, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the
          United States Code, the Employee Retirement Income Security Act of 1974, the
          California Fair Employment and Housing Act, the California Labor Code, the state
          and federal Worker Adjustment and Retraining Notification Act, the California
          Business and Professions Code, or any common law or statutory claim for fraud,
          wrongful termination, violation of public policy or defamation, or any claim for
          compensation, severance pay, bonus, sick leave, holiday pay, vacation pay, life
          insurance, health or medical insurance or any other fringe benefit,
          workers compensation or disability.

Except
for those obligations created by or arising out of this Release, and except as provided
below, Apria on behalf of itself and the Apria Releasees (to the extent the matter in
question arises on the basis of their relationship to Apria) hereby acknowledges full and
complete satisfaction of and releases and discharges, and covenants not to sue, Executive
from and with respect to any and all claims, agreements, obligations, losses, damages,
injuries, demands and causes of action, known or unknown, suspected or unsuspected,
whether or not concealed or hidden, arising out of or in any way connected with
Executives employment relationship with any Apria Releasee or his voluntary
resignation from employment with the Apria Releasees, or any other transactions,
occurrences, actions, omissions, claims, losses, damages or injuries whatsoever, known or
unknown, suspected or unsuspected, which Apria now owns or holds or has at any time
heretofore owned or held as against Executive.

3.       
          It is the intention of Apria and Executive in executing this Release that the
          same shall be effective as a bar to each and every claim, demand and cause of
          action hereinabove specified. In furtherance of this intention, Apria and
          Executive hereby expressly waive any and all rights and benefits conferred upon
          them by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE and
          expressly consent that this Release shall be given full force and effect
          according to each and all of its express terms and provisions, including those
          related to unknown and unsuspected claims, demands and causes of action, if any,
          as well as those relating to any other claims, demands and causes of action
          hereinabove specified. SECTION 1542 provides:

A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR
HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Apria
and Executive, and each of them, acknowledge that either may hereafter discover claims or
facts in addition to or different from those which either or both of them now knows or
believes to exist with respect to the subject matter of this Release and which, if known
or suspected at the time of executing this Release, may have materially affected this
settlement. Nevertheless, Apria and Executive each hereby waive any right, claim or cause
of action that might arise as a result of such different or additional claims or facts.
Apria and Executive each acknowledge that it or he understands the significance and
consequence of such release and such specific waiver of SECTION 1542.

4.       
          The terms and conditions of this Release shall remain confidential as between
          the parties and professional advisers to the parties and neither of them shall
          disclose them to any other person, except as provided herein or as required by
          the rules and regulations of the Securities and Exchange Commission
          (SEC) or as otherwise may be required by law or court order. Without
          limiting the generality of the foregoing, neither Apria nor Executive will
          respond to or in any way participate in or contribute to any public discussion
          concerning, or in any way relating to, the execution of this Release or the
          events which led to its execution. Except as provided above with respect to SEC
          rules and regulations or as otherwise may be required by law or court order, if
          inquiry is made of Apria concerning any of the claims released by this Release
          or relating to Executives employment with Apria, Apria shall provide to
          third parties Executives dates of employment with Apria and its
          predecessors and his job titles during such employment, in accordance with the
          normal practices of Aprias human resources department.

5.       
          Executive expressly acknowledges and agrees that, by entering into this Release,
          he is waiving any and all rights or claims that may have arisen under the Age
          Discrimination in Employment Act of 1967, as amended, which have arisen on or
          before the date of execution of this Release. Executive further expressly
          acknowledges that:

a.       
          He is hereby advised in writing by this Release to consult with an attorney
          before signing this Release;

b.       
          He was given a copy of this Release on _______________, and informed that he had
          21 days within which to consider the Release, although he is free to accept this
          Release anytime within that 21-day period and

c.       
          He was informed that he has seven days following the date of his execution of
          this Release in which to revoke the Release, which revocation may be effected by
          means of a written notice sent to the General Counsel of Apria at Aprias
          corporate headquarters.

d.       
          Apria and Executive agree that this Release will not become effective or
          enforceable until the seven-day revocation period has expired without his having
          revoked this Release.

6.       
          Apria and Executive each warrant and represent that neither has heretofore
          assigned or transferred to any person not a party to this Release any released
          matter or any part or portion thereof and each shall defend, indemnify and hold
          harmless the other from and against any claim (including the payment of
          attorneys fees and costs actually incurred whether or not litigation is
          commenced) based on or in connection with or arising out of any such assignment
          or transfer made, purported or claimed.

7.       
          Apria and Executive acknowledge that any employment or contractual relationship
          between them (including with any other Apria Releasee) will terminate on
          _______________, that they have no further employment or contractual
          relationship except as may arise out of this Release and that Executive waives
          any right or claim to reinstatement as an employee of any Apria Releasee and
          will not seek employment in the future with Apria, unless by mutual consent.

8.       
          This Release shall be incorporated into and made a part of the Severance
          Agreement as of the date hereof. This Release together with the Severance
          Agreement sets forth the entire agreement and understanding between the parties
          as to the subject matter hereof and supersedes all prior and contemporaneous
          oral and written discussions, agreements and understandings of any kind or
          nature. This Release shall inure to the benefit of and be binding upon the
          parties hereto and their respective permitted successors and assigns. This
          Release does not, however, affect Executives rights under any Apria
          retirement, 401(k), or similar benefit plan. This Release also does not modify
          the provisions of any of Executives stock options, restricted stock
          purchase rights or restricted stock units.

9.       
          If any provision of this Release or the application thereof is held invalid, the
          invalidity shall not affect the other provisions or applications of this Release
          which can be given effect without the invalid provisions or applications and to
          this end the provisions of this Release are declared to be severable.

10.       
          This Release has been executed and delivered by Executive within the State of
          California, and the rights and obligations of the parties hereunder shall be
          construed and enforced in accordance with, and governed by, the laws of the
          State of California without regard to principles of conflict of laws.

11.       
          This Release may be executed in counterparts, and each counterpart, when
          executed, shall have the efficacy of a signed original. Photographic copies of
          such signed counterparts may be used in lieu of the originals for any purpose.

12.       
          Any dispute or controversy between Executive on the one hand, and Apria (or any
          other Apria Releasee), on the other hand, in any way arising out of, related to,
          or connected with this Release or the subject matter hereof, or otherwise in any
          way arising out of, related to, or connected with Executives employment
          with any Apria Releasee or the termination of Executives employment with
          any Apria Releasee, shall be submitted for resolution by arbitration in
          accordance with the provisions of the Severance Agreement. APRIA AND EXECUTIVE
          ACKNOWLEDGE, UNDERSTAND AND AGREE THAT IN THE EVENT OF A DISPUTE UNDER THIS
          RELEASE, EACH PARTY HAS WAIVED ANY RIGHT TO A JURY TRIAL AND A JUDICIAL
          RESOLUTION OF THE DISPUTE.

13.       
          No waiver of any breach of any term or provision of this Release shall be
          construed to be, or shall be, a waiver of any other breach of this Release. No
          waiver shall be binding unless in writing and signed by the party waiving the
          breach.

14.       
          In entering this Release, the parties represent that they have relied upon the
          advice of their attorneys, who are attorneys of their own choice, and that they
          have read the Release and have had the opportunity to have the Release explained
          to them by their attorneys, and that those terms are fully understood and
          voluntarily accepted by them.

15.       
          All parties agree to cooperate fully and to execute any and all supplementary
          documents and to take all additional actions that may be necessary or
          appropriate to give full force to the terms and intent of this Release and which
          are not inconsistent with its terms.

16.       
          Executive hereby declares as follows:

I,
________________, hereby acknowledge that I was given 21 days to consider the foregoing
Release and voluntarily chose to sign the Release prior to the expiration of the 21-day
period.

I
have read the foregoing Release and I accept and agree to the provisions it contains and
hereby execute it voluntarily with full understanding of its consequences.

I
declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct.

[signature page follows]

---

IN
WITNESS WHEREOF, the undersigned have executed and delivered this Release this ___ day of
__________, 20__.

| | ____________________________  
Executive
APRIA HEALTHCARE GROUP INC.
By ____________________________  
        
[Name]
        
[Title]
| | ---------------------------------------------------------------------------------------------------------------------------------------