EXHIBIT 10.4

AMENDED AND RESTATEDEMPLOYMENT AGREEMENT

This
Amended and Restated Employment Agreement (the Agreement) is entered into by
and between Apria Healthcare Group Inc.(the Company) and Lawrence
A. Mastrovich(the Executive), as of May 5, 2006.

I.    
          EMPLOYMENT.

The
Company hereby employs the Executive and the Executive hereby accepts such employment,
upon the terms and conditions hereinafter set forth. The term of the employment will
continue until the termination of the Executives employment by reason of his written
resignation, termination by the Company for any reason by written notice of termination,
or death, provided that for purposes of Section IV-D-3, the Expiration Date
shall initially be April 7, 2004, and shall be extended one (1) day for each day of the
Executives employment during the term of this Agreement until the Executives
employment is terminated for any reason. For instance, if the Executives employment
with the Company is terminated on January 1, 2003, the Expiration Date shall be December
31, 2004. The Executives employment may be terminated at any time by written notice
from the Executive to the Company or from the Company to the Executive, in the manner
provided in Section XIX hereof.

II.    
          DUTIES.

The
Executive shall serve during the course of his employment as the President and Chief
Operating Officer of the Company, reporting to the Chief Executive Officer. The Executive
shall 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, provided such duties and responsibilities are the types of
duties that would ordinarily be assigned to a person with employment experience and a
position comparable to that of the Executive. Initially, the Executive shall have
responsibility for the following areas: field operations, corporate logistics, corporate
revenue management, clinical services and regulatory affairs and compliance. 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 in interest with his duties to the Company, or
which, in the judgment of the Board of Directors of the Company, interfere with the
performance of the Executives duties to the Company.

III.    
          COMPENSATION.

A.       
          The Company will pay to the Executive a base salary at the rate of $512,000 per
          year. Such salary shall be payable in periodic installments in accordance with
          the Companys customary practices. Amounts payable shall be reduced by
          standard withholdings and other authorized deductions. The Executives
          salary may be increased from time to time at the discretion of the Company.

B.       
          Annual Bonus, Incentive, Savings and Retirement Plans. The Executive
          shall be entitled to participate in all annual bonus, incentive, savings and
          retirement plans, practices, policies and programs applicable generally to the
          Chief Executive Officer of the Company, including without limitation (i) the
          Companys Executive Bonus Plan (a copy of which has been previously
          provided to the Executive) and (ii) the Companys 401(k) Savings Plan. The
          parties to this Agreement recognize that such 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 plans.

C.       
          Welfare Benefit Plans. The Executive and/or his family, as the case may
          be, shall be eligible for participation in and shall receive all benefits under
          welfare benefit plans, practices, policies and programs provided by the Company
          (including, without limitation, medical, prescription, dental, disability,
          salary continuance, group life, accidental death and travel accident insurance
          plans and programs) to the extent applicable generally to other senior
          executives of the Company. The Company reserves the right to modify, suspend or
          discontinue any and all of the above plans, practices, policies and programs at
          any time without recourse by the Executive so long as such action is taken
          generally with respect to other similarly situated peer executives and does not
          single out the Executive.

D.       
          Expenses. The Executive shall be entitled to receive prompt reimbursement
          for all reasonable employment expenses incurred by him in accordance with the
          policies, practices and procedures as in effect generally with respect to other
          executivesof the Company. 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.

E.       
          Fringe Benefits. The Executive shall be entitled to fringe benefits,
          including without limitation (i) reasonable travel and entertainment expenses of
          the Executives spouse, on an actually incurred basis when necessary in
          conjunction with participation in Company events, and (ii) such other benefits
          in accordance with the plans, practices, programs and policies as may be in
          effect generally with respect to the Chief Executive Officer of the Company.

F.       
          Vacation. The Executive shall be entitled to four weeks of paid vacation
          annually, to be available and prorated monthly during the term of this Agreement
          and otherwise to be consistent with the vacation policy and practice applicable
          to other executives of the Company.

IV.    
          TERMINATION.

A.       
Death or Disability. The Executives employment shall terminate
 automatically upon the Executives death. If the Company determines in good
 faith that the Disability of the Executive has occurred (pursuant to the
 definition of Disability set forth below), it may give to the Executive written
 notice in accordance with Section XIX if its intention to terminate the
 Executives employment. In such event, the Executives employment with
 the Company shall terminate effective on the 30th day after receipt of such
 notice by the Executive, provided that, within the 30 days after such receipt,
 the Executive shall not have returned to full-time performance of his duties.
 For purposes of this Agreement, Disability shall mean a physical or
 mental impairment which substantially limits a major life activity of the
 Executive and which renders the Executive unable to perform the essential
 functions of his position, even with reasonable accommodation which does not
 impose an undue hardship on the Company. The Company reserves the right, in good
 faith, to make the determination of Disability under this Agreement based upon
 information supplied by the Executive and/or his medical personnel, as well as
 information from medical personnel (or others) selected by the Company or its
 insurers.

B.       
 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 for a 30-day period after written demand for
 substantial performance that refers to this paragraph and 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 material breach
 of this Agreement for a 30-day period after written notification is delivered by
 the Company that specifically refers to this paragraph and identifies the manner
 in which the Company believes the Executive has materially breached this
 Agreement. For purposes of this paragraph, 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 Specified Change of Control (as
 defined below), or (2) the 90th day preceding a Specified Change of Control
 and (ii) ends two years following such Specified 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. 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 Chairman
 of the Board 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 in this paragraph, and specifying the particulars thereof in detail.

C.       
 Other than Cause or Death or Disability. The Executive or the Company may
 terminate the Executives employment at any time, without Cause, by giving
 the other party to this Agreement at least 30 days advance written notice of
 such termination, subject to the provisions of this Agreement.

D.       
Obligations of the Company Upon Termination.

1.       
Death or Disability. If the Executives employment is terminated by
 reason of the Executives death or Disability, this Agreement shall
 terminate without further obligations to the Executive or his legal
 representatives under this Agreement, other than for (a) payment of the sum of
 (i) the Executives base salary through the date of termination of
 employment to the extent not theretofore paid, plus (ii) any earned vacation
 pay, to the extent not theretofore paid (the sum of the amounts described in
 clauses (i) and (ii) shall be hereinafter referred to as the Accrued
 Obligations), which shall be paid to the Executive or his estate or
 beneficiary, as applicable, in a lump sum in cash within 30 days of the date of
 termination of employment; and (b) payment to the Executive or his estate or
 beneficiary, as applicable, (i) any amounts due pursuant to the terms of any
 applicable welfare benefit plans; (ii) obligations pursuant to the terms of any
 outstanding stock option agreements; and (iii) obligations under the
 Companys 401(k) Savings Plan.

2.       
Cause. If the Executives employment is terminated by the Company
 for Cause, this Agreement shall terminate without further obligations to the
 Executive other than for the timely payment of the Accrued Obligations. If it is
 subsequently determined that the Company did not have Cause for termination
 under this Section IV-D-2, then the Companys decision to terminate shall
 be deemed to have been made under Section IV-D-3 and the amounts payable
 thereunder shall be the only amounts the Executive may receive for his
 termination.

3.       
Other than Cause or Death or Disability.

|(a) |  | If, during the term of this Agreement, (i) the Company terminates the
               Executives employment for other than Cause or death or Disability, or (ii)
               the Executive terminates his employment hereunder with Good Reason (as defined
               below), the Executives employment shall terminate and the Executive shall
               be entitled to receive the following:
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|(1) |  | an amount equal to the Contract Balance (as defined below) in one lump sum upon
          such termination of his employment; and
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|(2) |  | the Accrued Obligations as of the date of termination of employment.
|--- |  | --------------------------------------------------------------------

| | Any
payment made pursuant to this Section IV-D-3(a) shall be reduced by all amounts required
to be withheld by applicable law, and shall only be made 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). Such payment shall constitute the sole and entire obligation
of the Company to provide any compensation or benefits to the Executive upon termination,
except for obligations under the Companys 401(k) Savings Plan, obligations pursuant
to the terms of any outstanding stock option agreements, and the Companys
obligations to make payments required to be made under any other incentive compensation
plan.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)       
          The term Good Reason means (except as set forth below):

|(i) |  | if the Executives annual base salary is reduced, 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;
                    or
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|(ii) |  | if, 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; or
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|(iii) |  | if the Company does not permit the Executive to continue to serve as the
                    President and Chief Operating Officer or another mutually acceptable senior
                    executive position.
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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/her 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 Specified Change of Control (as defined below), or (2) the
90th day preceding a Specified Change of Control and (ii) ends two years following
such Specified 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:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(i) |  | 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 Specified Change of Control (provided,
                    however, that neither of (A) a change in the Executives 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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|(ii) |  | a reduction in the Executives base salary from its highest level in effect
                    at any point in the three months preceding the Specified 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 Specified Change of Control;
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|(iii) |  | 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 Specified
                    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);
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|(iv) |  | the Executive is informed by the Company that his or her 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
                    in Control); or
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|(v) |  | the Companys not permitting the Executive to continue to serve as the
                    President and Chief Operating Officer or another mutually acceptable senior
                    executive position.
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| | For
purposes of this Agreement, the term a Specified Change of Control shall be
any Change of Control that is specifically designated, in writing, by the Board of
Directors of the Company or Compensation Committee thereof prior to the consummation of
the Change of Control to be a Specified Change of Control.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       

                     The term Contract Balance means an amount equal to the annual base
                    salary that the Executive would have earned from the Company had the Executive
                    continued his employment from the date the Executives employment
                    terminated through the Expiration Date (i.e., base salary for two (2) years),
                    using the rate of base salary in effect on the date on which the Executive
                    received or gave written notice of his termination, plus an amount equal to two
                    (2) times 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.
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| | (d)       

                     A Change of Control shall 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.
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| | (e)       

                     In the event the Executive initiates arbitration pursuant to Section VI to
                    enforce his rights to any payments under this Section IV-D-3, or the Company
                    seeks to withhold 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 so
          determines as provided in Section V; and
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|(iii) |  | all such payments required under this Agreement shall continue to be made on the
          dates provided herein 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 V 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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| | (f)       

                     No Mitigation or Offset. Notwithstanding anything herein to the
                    contrary, the amount of any payment or benefit provided for in this Section
                    IV-D-3 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
                    IV-D-3.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.       
          Exclusive Remedy. The Executive agrees that the payments contemplated by
          this Agreement shall constitute the exclusive and sole remedy for any
          termination of his employment and the Executive covenants not to assert or
          pursue any other remedies, at law or in equity, with respect to any termination
          of employment.

V.    
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.
Such arbitration shall be conducted in Orange County, California, and the arbitrator shall
be a resident of Orange County, California or of a county contiguous to Orange County,
California. 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 VI, VII, or IX 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. The arbitrators order shall specify,
based on the outcome of the arbitration, whether the Executive shall repay any of the
Executives expenses theretofore paid by the Company pursuant to Section
IV-D-3(e)(ii). The fees and expenses of the arbitrator shall be borne by the Company.

VI.     
NONCOMPETITION; ANTISOLICITATION.

The
Executive promises and agrees that during the term of this Agreement and for a period of
two years thereafter, he will not, directly or indirectly, either for himself or for any
other person, entity or business, (i) be engaged in any way with a competing business of
the Company or any of its present or future subsidiaries or affiliates, or (ii) induce or
attempt to induce any patient, customer, supplier, licensee, or other party having a
business relationship with Apria or any of its subsidiaries or affiliates to cease or
reduce the scope of that relationship. For purposes of the above covenant in this Section
VI, the Executive shall be engaged in any way with a competing business of the
Company if he, directly or indirectly, engages or invests in, owns, manages,
operates, finances, controls, or participates in the ownership, management, operation or
control of, is employed by, lends his name or credit to, or renders consulting or other
services or advice to, any person, firm, corporation or other business entity which
performs or sells services or products which are competitive with those services and
products performed or sold at any time after the date hereof by the Company or any of its
subsidiaries or affiliates in any jurisdiction.

VII.    
          SOLICITING EMPLOYEES.

The
Executive promises and agrees that, for a period of two years 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.

VIII.    
          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,
          reimbursements, 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 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 that 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 two years 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.

IX.    
          EXCISE TAX.

A.       
      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), the Company will pay to
   the Executive a Reimbursement Amount equal to the total of: (A) any
   Excise Tax on the Covered Payments, plus (B) any Federal, state, and local
   income taxes, employment and excise taxes (including the Excise Tax) on the
   Reimbursement Amount, plus (C) the product of any deductions disallowed for
   Federal, state or local income tax purposes because of the inclusion of the
   Reimbursement Amount in the Executives income multiplied by the
   Executives combined Federal, state, and local income tax rate for the
   calendar year in which the Reimbursement Amount is includible in the
   Executives taxable income, plus (D) any interest, penalties or additions
   to tax imposed under applicable law in connection with the Excise Tax or the
   Reimbursement Amount, plus (E) any reasonable out-of-pocket costs incurred by
   the Executive in connection with any of the foregoing. For purposes of this
   Section IX-A, the Executive will be deemed to pay (1) Federal income
   taxes at the highest applicable marginal rate of Federal income taxation
   applicable to individuals for the calendar year in which the Reimbursement
   Amount is includible in the Executives taxable income and (2) any
   applicable state and local income taxes at the highest applicable marginal rate
   of taxation applicable to individuals for the calendar year in which such
   Reimbursement Amount is includible in the Executives taxable income, net
   of the maximum reduction in Federal income taxes which could be obtained from
   the deduction of such state or local taxes if paid in such year (determined
   without regard to limitations on deductions based upon the amount of the
   Executives adjusted gross income). Except to the extent provided in
   Section IX-C below, this provision is intended to put Employee in the same
   position as Employee would have been had no Excise Tax been imposed upon or
   incurred as a result of any Payment.

B.       
    The payment of a Reimbursement Amount under this Section IX shall not be
   conditioned upon the Executives termination of employment.

C.       
       Notwithstanding the foregoing provisions of this Section IX-A, if the Company
   determines that, absent this sentence, the Executive is entitled to a
   Reimbursement Amount, but that the portion of the Covered Payments that would be
   treated as parachute payments under Code Section 280G (Covered
   Parachute Payments) does not exceed 103% of the greatest amount of Covered
   Parachute Payments that could be paid to the Executive such that the receipt of
   such Covered Parachute Payments would not give rise to any Excise Tax (the
   Safe Harbor Amount), then no Reimbursement Amount shall be paid to
   the Executive (unless for any reason the Executive is determined to be subject
   to the Excise Tax after application of the balance of this sentence, in which
   case the full Reimbursement Amount shall be paid), and the Covered Parachute
   Payments payable under this Agreement shall be reduced so that the Covered
   Parachute Payments, in the aggregate, are reduced to the Safe Harbor Amount. For
   purposes of reducing the Covered Parachute Payments to the Safe Harbor Amount,
   only amounts payable under this Agreement shall be reduced. If the reduction of
   the amounts payable under this Agreement would not result in a reduction of the
   Covered Parachute Payments to the Safe Harbor Amount, no amounts payable under
   this Agreement or otherwise shall be reduced pursuant to this Section IX-C. The
   Company shall notify the Executive of any intent to reduce the amount of any
   Covered Payments in accordance with this Section IX-C (which notice, if
   practicable, shall be given prior to the occurrence of an event that would give
   rise to a Covered Parachute Payment), and 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.

D.       
   The determination of whether an event described in Code
   Section 280G(b)(2)(A)(i) has occurred, the amount of any Reimbursement
   Amount and/or the amounts described in Section IX-C above 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;
   provided, however, that nothing herein shall limit the
   Executives right to payment of the Reimbursement Amount in the event it is
   determined that any of such initial determinations was incorrect.

E.       
   The Executive shall promptly notify the Company in writing of any claim by any
   taxing authority that, if successful, would require the payment by the Company
   of a Reimbursement Amount; provided, however, that failure by the
   Executive to give such notice promptly shall not result in a waiver or
   forfeiture of any of the Executives rights under this Section IX
   except to the extent of actual damages suffered by the Company as a result of
   such failure. If the Company notifies the Executive in writing within 15 days
   after receiving such notice that it desires to contest such claim (and
   demonstrates to the reasonable satisfaction of the Executive its ability to pay
   any resulting Reimbursement Amount), the Executive shall:

|1. |  | give the Company any information reasonably requested by the Company relating to
               such claim;
|-- |  | -----------------------------------------------------------------------------------------------------------

|2. |  | take such action in connection with contesting such claim as the Company shall
               reasonably request in writing from time to time, including, without limitation,
               accepting legal representation with respect to such claim by an attorney
               selected by the Company that is reasonably acceptable to the Executive;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | cooperate with the Company in good faith in order effectively to contest such
               claim; and
|-- |  | -------------------------------------------------------------------------------------------------------

|4. |  | permit the Company to participate in any proceedings relating to such claim;
|-- |  | ----------------------------------------------------------------------------

provided, however, that the Companys
actions do not unreasonably interfere with or prejudice the Executives disputes with
the taxing authority as to other issues; and provided, further, that the
Company shall bear and pay on an after-tax and as-incurred basis, all attorneys fees,
costs and expenses (including additional interest, penalties and additions to tax)
incurred in connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax and as-incurred basis, for all resulting taxes (including,
without limitation, income and excise taxes), interest, penalties and additions to tax.

X.    
          FUNDING UPON SPECIFIED CHANGE OF CONTROL.

A.       
          Immediately prior to the occurrence of a Specified 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 Specified Change of Control of any amounts that are or
          would reasonably be expected to become payable to the Executive under the
          provisions of Sections IV, IX and XI hereof (including a good faith estimate of
          expenses of the trust in the event that the Company does not timely pay such
          expenses), 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 Specified 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 Specified Change of Control, the
          Company shall contribute to the trust established under this Section X, 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
          Specified 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 X 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 X 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 X 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.

XI.    
          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).

XII.    
          SUCCESSORS.

A.       
          This Agreement is personal to the Executive and shall not, without prior written
          consent of the Company, be assignable by the Executive.

B.       
          This Agreement shall inure to the benefit of and be binding upon the Company,
          its subsidiaries and its successors and assigns and any such subsidiary,
          successor or assignee shall be deemed substituted for the Company under the
          terms of this Agreement for all purposes. As used herein, successor
          and assignee shall include any person, firm, corporation or other
          business entity which at any time, whether by purchase, merger or otherwise,
          directly or indirectly acquires the stock of the Company or to which the Company
          assigns this Agreement by operation of law or otherwise.

XIII.    
          WAIVER.

No waiver
of any breach of any term or provision of this Agreement shall be construed to be, nor
shall be, a waiver of any other breach of this Agreement. No waiver shall be binding
unless in writing and signed by the party waiving the breach.

XIV.    
          MODIFICATION.

This
Agreement may not be amended or modified other than by a written agreement executed by the
Executive and the Companys Chief Executive Officer or Chairman.

XV.    
          SAVINGS CLAUSE.

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.

XVI.    
          COMPLETE AGREEMENT.

This
Agreement constitutes and contains the entire agreement and final understanding concerning
the Executives employment with the Company and the other subject matters addressed
herein between the parties. It is intended by the parties as a complete and exclusive
statement of the terms of their agreement. It supersedes and replaces all prior
negotiations and all agreements proposed or otherwise, whether written or oral, concerning
the subject matter hereof. Any representation, promise or agreement not specifically
included in this Agreement shall not be binding upon or enforceable against either party.
This is a fully integrated agreement. Except as provided herein, the Executives the
Executive Severance Agreement with the Company, dated June 27, 2001, is no longer in
effect.

XVII.    
          GOVERNING LAW.

This
Agreement shall be deemed to have been executed and delivered 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 conflicts of laws.

XVIII.    
          CONSTRUCTION.

In
any construction to be made of this Agreement, the same shall not be construed against any
party on the basis that the party was the drafter. The captions of this Agreement are not
part of the provisions hereof and shall have no force or effect.

XIX.    
          COMMUNICATIONS.

All
notices, requests, demands and other communications hereunder shall be in writing and
shall be deemed to have been duly given if delivered by hand or by courier, or if mailed
by registered or certified mail, postage prepaid, addressed to the Executive at 105
Country View Lane, McMurray, PA 15317 or addressed to the Company at 26220 Enterprise
Court, Lake Forest, California 92630, Attention: Senior Vice President and General
Counsel, with a copy to the attention if the Senior Vice President, Human Resources.
Either party may change the address at which notices shall be given by written notice
given in the above manner.

XX.     
EXECUTION.

This
Agreement may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
Xerographic copies of such signed counterparts may be used in lieu of the originals for
any purpose.

XXI.    
          LEGAL COUNSEL.

The
Executive and the Company recognize that this is a legally binding contract and
acknowledge and agree that they have each had the opportunity to consult with legal
counsel of their choice.

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.

|APRIA HEALTHCARE GROUP INC.
By ____________________________  
        
Lawrence M. Higby
        
Chief Executive Officer | THE EXECUTIVE
By ____________________________  
        
Lawrence A. Mastrovich
|------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------

---

EXHIBIT A

GENERAL RELEASE

THIS
GENERAL RELEASE (this Release) is made as of the ___ day of
__________, 20___, by and between Lawrence A. Mastrovich, 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 Employment Agreement,
effective as of  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,
Lawrence A. Mastrovich, 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]
| | ---------------------------------------------------------------------------------------------------------------------------------------