Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT 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 October 20, 2005.

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 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 XVI 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 $375,000 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.

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
executives of the Company.

E.       
          Fringe Benefits. The Executive shall be entitled to fringe benefits,
          including without limitation (i) a car allowance of $8,400 per year, payable in
          periodic installments in accordance with the Companys customary practices,
          (ii) reasonable access to the Companys independent auditors for personal
          financial planning, (iii) 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 (iv) 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.

G.       
         Relocation. The Executive agrees to relocate his family and his primary
          residence to Orange County, California, and to perform his duties under Section
          II of this Agreement primarily from the Companys executive offices in Lake
          Forest, California. The Company shall provide the Executive with the relocation
          benefits described in the Companys offer letter dated March 29, 2002.

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 XVII 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, Cause shall mean that the Company,
          acting in good faith based upon the information then known to the Company,
          determines that the Executive has engaged in or committed: willful misconduct;
          theft, fraud or other illegal conduct; failure to substantially perform his
          duties (other than such failure resulting from the Executives Disability)
          for a 30-day period after written demand for substantial performance is
          delivered by the Company that specifically refers to this paragraph and
          identifies the manner in which the Company believes the Executive has not
          substantially performed his duties; insubordination; any willful act that is
          likely to and which does in fact have the effect of injuring the reputation or
          business of the Company; violation of any fiduciary duty; violation of the
          Executives duty of loyalty to the Company; or a breach of any material
          term 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 breached a
          material term of 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 and 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 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 the second sentence of 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.
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| | 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.
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| | 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:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (1)       

                     an amount equal to the Contract Balance (as defined below) in one lump sum upon
                    such termination of his employment; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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 a form acceptable to the
Company. 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:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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 officers of the Company; or
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       

                     if, following the Executives relocation to the Orange County, California
                    area, 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; or
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       

                     The term Contract Balance means an amount equal to the annual base
                    salary and car allowance that 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 and car
                    allowance for two (2) years), using the rate of base salary and the car
                    allowance 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 Executives two (2) most
                    recent annual bonuses, if any, received under the Companys Executive 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 average
                    annual cost for Company employees of obtaining medical, dental and vision
                    insurance under COBRA, which annual amount is hereby initially determined to be
                    $10,000. 
                   (d)       
                    A Change of Control shall be deemed to have occurred if:
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| | (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;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       

                     all or substantially all of the business of the Company is 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 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
                    corporation; or 

                   (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 V 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 reasons, then:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)       
               the burden of proving that the Executive is not entitled to such payments shall
               be on the Company;
| | -------------------------------------------------------------------------------------------------------------------------------------------

| | (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
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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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| | 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
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 VIII 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 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.

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 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 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 mutually acceptable to the Company and the
          Executive; 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.    
          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.

XI.    
          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.

XII.    
          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.

XIII.    
          SAVINGS CLAUSE.

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

XIV.    
          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
Executive Severance Agreement with the Company, dated June 27, 2001, is no longer in
effect.

XV.    
          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.

XVI.    
          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.

XVII.    
          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.

XVIII.    
          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.

IX.    
          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
_______________________________Lawrence A. Mastrovich