Exhibit 10.1




                          EXECUTIVE SEVERANCE AGREEMENT


          This Executive  Severance  Agreement (this  "Agreement") is made as of
this 8th day of May,  2002,  between  Apria  Healthcare  Group Inc.,  a Delaware
corporation (the "Company"), and Anthony S. Domenico (the "Executive").

                                    RECITALS

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

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

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

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

          1. Positions and Duties.  The Executive  shall serve in such positions
and undertake  such duties and have such  authority as the Company,  through its
Chief Executive Officer,  shall assign to the Executive from time to time in the
Company's sole and absolute discretion.  The Company has the right to change the
nature,  amount  or  level  of  authority  and  responsibility  assigned  to the
Executive at any time,  with or without  cause.  The Company may also change the
title or titles  assigned to the Executive at any time,  with or without  cause.
The Executive agrees to devote substantially all of his working time and efforts
to the business and affairs of the Company. The Executive further agrees that he
shall not undertake any outside  activities  which create a conflict of interest
with his  duties to the  Company,  or  which,  in the  judgment  of the Board of
Directors of the Company,  interfere  with the  performance  of the  Executive's
duties to the Company.

          2. Compensation and Benefits.

             (a)  Salary.  The  Executive's  salary  shall be such salary as the
Company  assigns  to him  from  time to  time in  accordance  with  its  regular
practices and policies. The parties to this Agreement recognize that the Company
may, in its sole discretion, increase such salary at any time.

             (b) Bonuses. The Executive's eligibility to receive any bonus shall
be determined in accordance with the Company's  Incentive  Compensation  Plan or
other bonus  plans as they shall be in effect from time to time.  The parties to
this Agreement  recognize that such bonus plans may be amended and/or terminated
by the Company at any time.

             (c) Expenses.  During the term of the Executive's  employment,  the
Executive  shall be entitled to receive  reimbursement  for all  reasonable  and
customary  expenses  incurred by the  Executive in  performing  services for the
Company in accordance with the Company's  reimbursement  policies as they may be
in effect from time to time. The parties to this  Agreement  recognize that such
policies may be amended and/or terminated by the Company at any time.

             (d) Other Benefits.  The Executive shall be entitled to participate
in all  employee  benefit  plans,  programs  and  arrangements  of  the  Company
(including,  without limitation, stock option plans or agreements and insurance,
retirement and vacation plans,  programs and  arrangements),  in accordance with
the terms of such  plans,  programs or  arrangements  as they shall be in effect
from time to time during the period of the Executive's  employment.  The parties
to this Agreement recognize that the Company may terminate or modify such plans,
programs or arrangements at any time.

          3.  Grounds  for  Termination.   The  Executive's  employment  may  be
terminated on any of the following grounds:

             (a) Without  Cause.  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.

             (b) Death.  The  Executive's  employment  hereunder shall terminate
upon his death.

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

             (d) Cause.  The Company may  terminate the  Executive's  employment
hereunder 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;  refusal or unwillingness to
substantially  perform his duties  (other than such failure  resulting  from the
Executive's  disability)  after written  demand for  substantial  performance is
delivered by the Company that  specifically  identifies  the manner in which the
Company  believes the  Executive  has not  substantially  performed  his duties;
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 term of this Agreement. For purposes of this Section 3(d), no
act,  or failure to act, on the  Executive's  part shall be  considered  willful
unless  done  or  omitted  to be  done,  by him not in good  faith  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 President stating
that,  in the good  faith  opinion  of the  officer  signing  such  notice,  the
Executive has engaged in or committed  conduct of the nature  described above in
the second sentence of this Section 3(d), and specifying the particulars thereof
in detail.

          4. Payments upon Termination.

             (a)  Without  Cause or with  Good  Reason.  In the  event  that the
Executive's  employment  is  terminated by the Company for any reason other than
death,  disability  or cause as defined  in  Section 3 (b),  (c) and (d) of this
Agreement,  or in  the  event  that  the  Executive  terminates  his  employment
hereunder with Good Reason, the Executive shall be entitled to receive severance
pay in an aggregate amount equal to 100% of his Annual Compensation, which shall
be paid in periodic  installments  in accordance  with the  Company's  customary
practice over a period of one (1) year, less any amounts required to be withheld
by  applicable  law, in exchange for a valid release of all claims the Executive
may have against the Company in a form  acceptable  to the Company.  The Company
will also pay to the Executive  any earned but unused  vacation time at the rate
of pay in effect on the date of the notice of termination.

             (b) Annual  Compensation.  For purposes of this Section 4, the term
"Annual  Compensation"  means an amount  equal to the  Executive's  annual  base
salary at the rate in effect on the date on which the Executive received or gave
written  notice of his  termination,  plus the sum of (i) an amount equal to the
average of the  Executive's  two most recent annual  bonuses,  if any,  received
under  the  Company's  Incentive  Compensation  Plan  prior  to  the  notice  of
termination,  (ii) the  Executive's  annual car allowance,  if any, and (iii) 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  amount is hereby  initially
determined to be $5,000.

             (c) Good  Reason.  For  purposes  of this  Section 4 the term "Good
Reason" means:

                 (i) any reduction in the Executive's annual base salary, except
     for a general  one-time  "across-the-board"  salary reduction not exceeding
     ten percent  (10%) which is imposed  simultaneously  on all officers of the
     Company;

                 or

                 (ii)  the  Company  requires  the  Executive  to be based at an
     office  location  which will result in an increase of more than thirty (30)
     miles in the Executive's one-way commute.

             (d) Release of all Claims.  The  Executive  understands  and agrees
that the  Company's  obligation  to pay the  Executive  severance pay under this
Agreement is subject to the Executive's  execution of a valid written waiver and
release of all claims which the  Executive  may have against the Company  and/or
its  successors  in a form  acceptable  to the Company in its sole and  absolute
discretion.

             (e) Death,  Disability or Cause.  In the event that the Executive's
employment is terminated  due to death,  disability or cause,  the Company shall
not be  obligated  to pay the  Executive  any amount  other than  earned  unused
vacation,  reimbursement for business expenses incurred prior to his termination
and in compliance  with the  Company's  reimbursement  policies,  and any unpaid
salary for days worked prior to the termination.

          5. Successors; Binding Agreement.

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

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

          6. Notices. For the purposes of this Agreement,  notices,  demands and
all other communications  provided for in this Agreement shall be in writing and
shall be deemed to have been duly given  when  delivered  or  (unless  otherwise
specified)  mailed by United States certified or registered mail, return receipt
requested, postage prepaid, addressed as follows:

         If to the Executive:

         Anthony S. Domenico
         27582 Gold Dust Lane
         Laguna Hills, CA 92653


         If to the Company:

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

         With a copy to the attention of: Senior Vice President, Human Resources

or to such other  address  as either  party may have  furnished  to the other in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

          7.  Antisolicitation.  The Executive  promises and agrees that, during
the  period  of his  employment  by the  Company  and for a  period  of one year
thereafter,  he will not  influence  or attempt to  influence  customers  of the
Company  or any of its  present or future  subsidiaries  or  affiliates,  either
directly or indirectly, to divert their business to any individual, partnership,
firm,  corporation or other entity then in competition  with the business of the
Company, or any subsidiary or affiliate of the Company.

          8. Noncompetition. The Executive promises and agrees that for a period
of one year following termination of his employment,  he will not enter business
or work with or for any business, individual,  partnership, firm, corporation or
other  entity  then in  competition  with the  business  of the  Company  or any
subsidiary or affiliate of the Company.

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

          10. Confidential Information.

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

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

          11. Parachute Limitation.  Notwithstanding any other provision of this
Agreement,  the  Executive  shall not have any right to receive  any  payment or
other benefit under this Agreement,  any other agreement, or any benefit plan if
such right, payment or benefit,  taking into account all other rights,  payments
or benefits to or for the Executive under this Agreement,  all other agreements,
and all  benefit  plans,  would  cause any  right,  payment  or  benefit  to the
Executive under this Agreement to be considered a "parachute payment" within the
meaning of Section 280G(b) (2) of the Internal Revenue Code as then in effect (a
"Parachute  Payment").  In the event  that the  receipt of any such right or any
other  payment or benefit  under this  Agreement,  any other  agreement,  or any
benefit  plan would cause the  Executive  to be  considered  to have  received a
Parachute Payment under this Agreement, then the Executive shall have the right,
in the  Executive's  sole  discretion,  to designate  those rights,  payments or
benefits under this Agreement,  any other agreements,  and/or any benefit plans,
that should be reduced or eliminated so as to avoid having the right, payment or
benefit  to the  Executive  under  this  Agreement  be deemed to be a  Parachute
Payment.


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

          13. Validity.  The invalidity or  unenforceability of any provision or
provisions of this Agreement shall not affect the validity or  enforceability of
any other  provision  of this  Agreement,  which shall  remain in full force and
effect.

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

          15.  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.  Judgment may be entered on
the arbitrator's award in any court having jurisdiction; provided, however, that
the Company shall be entitled to seek a  restraining  order or injunction in any
court of competent  jurisdiction to prevent any continuation of any violation of
the  provisions  of Sections 7, 8, 9 or 10 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 fees and
expenses of the arbitrator shall be borne by the Company.

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

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

                                   APRIA HEALTHCARE GROUP INC.

                                    By:________________________________________
                                       Name:  Lawrence M. Higby
                                       Title: Chief Executive Officer

                                    EXECUTIVE

                                    By:________________________________________
                                       Name:  Anthony S. Domenico
                                       Title: Executive Vice President, Sales