EXHIBIT 10.18  


                          EXECUTIVE SEVERANCE AGREEMENT


     This Executive  Severance  Agreement (this  "Agreement") is made as of this
24th  day of July,  1997,  between  Apria  Healthcare  Group  Inc.,  a  Delaware
corporation (the "Company"), and George J. Suda (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,  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 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.

     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:

                  George J. Suda
                  1236 Puerto Natales
                  Placentia, CA 92870

                  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,   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.  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.

     12.  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.

     13.   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.

     14. 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.

     15. 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:  Steven T. Plochocki
                                   Title: President & Chief Operating Officer

                                EXECUTIVE


                                   ---------------------------------------
                                   Name: George J. Suda