EXHIBIT 10.14 


                          EXECUTIVE SEVERANCE AGREEMENT


     This Executive  Severance  Agreement (this  "Agreement") is made as of this
28th  day of June,  1997,  between  Apria  Healthcare  Group  Inc.,  a  Delaware
corporation (the "Company"), and James E. Baker (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,  President  or  Board  of  Directors,  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,  provided,  however, that in
          the event such termination occurs during the two-year period following
          a Change of Control of the Company, the Executive shall be entitled to
          receive an aggregate amount equal to 200% 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) or two (2)
          years,  as  applicable,  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 for 1997. In the event that
          the Executive's  bonus for one of the two calendar years preceding the
          calendar year in which the Executive  receives or gives written notice
          of termination  was a prorated bonus due to Executive  having worked a
          partial year, solely for purposes of calculating Annual  Compensation,
          the  Executive's  prorated bonus will be  recalculated  to reflect the
          bonus the Executive  would have received had the Executive  worked for
          the entire year.

               (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.

               (f) Change of Control.  For purposes of this Section 4, 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;

                    (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;

                    (iii) the Company is materially or completely liquidated;

                    (iv) any  person  (other  than the  Company)  purchases  any
                    common  stock of the Company in a tender or  exchange  offer
                    with the intent,  expressed  or implied,  of  purchasing  or
                    otherwise acquiring control of the Company; or

                    (v) a majority of the Board of  Directors  of the Company is
                    replaced over a two (2) year period unless such replacements
                    have been  approved  by at least  two-thirds  (2/3) of those
                    remaining  directors who were  directors at the beginning of
                    such two (2) year period.

     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.

     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 here-
     under 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, dis-
     tributees, 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 Execu-
     tive'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:

                  James E. Baker
                  1492 Oak Grove Circle
                  Santa Ana, CA 92705

                  If to the Company:
                  Apria Healthcare Group Inc.
                  3560 Hyland Avenue
                  Costa Mesa, California 92626
                  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, finan-
     cial,  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 consul-
     tants,  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:  Jeremy M. Jones
                                  Title: Chief Executive Officer


                               EXECUTIVE


                                   --------------------------------------
                                   Name:  James E. Baker