EXHIBIT 10.30

                          AMENDED AND RESTATED GUARANTY

         This AMENDED AND RESTATED GUARANTY  ("Guaranty"),  dated as of November
13,  1998,  is  made  by  each  of  the  undersigned  (each  a  "Guarantor"  and
collectively,  the "Guarantors") in favor of the  Administrative  and Collateral
Agent under the Credit Agreement.

                              W I T N E S S E T H:


                  WHEREAS,  the Guarantors  are a party to the Credit  Agreement
dated as of August 9, 1996 ("Credit Agreement") between the Guarantors,  each of
the financial institutions listed on Schedule I to the Credit Agreement or that,
pursuant to Section  13.4 of the Credit  Agreement,  shall become a "Bank" under
the Credit  Agreement  (individually,  a "Bank" and  collectively  the "Banks"),
NationsBank,  N.A., as the Syndication Agent, and Bank of America National Trust
and  Savings  Association,  as the  Administrative  and  Collateral  Agent  (the
"Administrative  and Collateral  Agent" and,  collectively  with the Banks,  the
"Creditors"), as amended by the First Amendment to Credit Agreement, dated as of
April  22,  1997  (the  "First  Amendment"),  the  Second  Amendment  to  Credit
Agreement,  dated as of  August  8, 1997  (the  "Second  Amendment"),  the Third
Amendment  to Credit  Agreement  and  Waiver,  dated as of January 30, 1998 (the
"Third Amendment"),  the Fourth Amendment to Credit Agreement and Waiver,  dated
as of March 13, 1998 (the "Fourth Amendment"), and the Fifth Amendment to Credit
Agreement  and  Waiver,  dated as of April  15,  1998  (the  "Fifth  Amendment",
collectively with the First Amendment, the Second Amendment, the Third Amendment
and the Fourth Amendment,  the  "Amendments") (as amended,  the "Existing Credit
Agreement");

                  WHEREAS,  the Guarantors and the Administrative and Collateral
Agent are  parties to the  Guaranty,  dated as of August 9, 1996 (the  "Existing
Guaranty");

                  WHEREAS,  the  Borrowers  previously  provided  notice  to the
Administrative  and  Collateral  Agent  that  certain  Events of  Default  under
Sections  10.9,  10.10 and 10.11 of the Existing  Credit  Facility will occur on
September  30,  1998  due  to  the  1998  Third  Quarter  Charges  and  Reserves
("Financial Covenant Defaults");

                  WHEREAS, the Borrowers desire to issue at least $50,000,000 of
Senior Subordinated Convertible Debentures,  the Net Available Proceeds of which
will be used to repay a portion of the Loans;

                  WHEREAS, the Borrowers have requested that the Banks amend and
restate the Existing  Credit  Facility to avoid the  occurrence of such Event of
Default  and to consent to the  Borrowers  issuance  of the Senior  Subordinated
Convertible Debentures;

                  WHEREAS,  the Borrowers,  the Banks and the Administrative and
Collateral  Agent are  parties  to that  certain  Amended  and  Restated  Credit
Agreement dated as of November 13, 1998 (the "Credit Agreement");

                  WHEREAS,  each Guarantor will obtain  benefits from the Credit
Agreement and, accordingly, desires to execute this Guaranty in order to satisfy
the conditions described in the preceding paragraph.

                  NOW,  THEREFORE,  in  consideration of the foregoing and other
benefits  accruing to each  Guarantor,  the receipt and sufficiency of which are
hereby acknowledged,  each Guarantor hereby makes the following  representations
and  warranties  to the  Creditors  and hereby  covenants  and agrees  with each
Creditor as follows:

         Capitalized  terms used but not defined in this Guaranty shall have the
meanings   assigned  to  them  in  the  Credit   Agreement   and  the  rules  of
interpretation  set forth in Section 1.3 of the Credit  Agreement shall apply to
this  Guaranty.  In  addition,  the  following  terms  shall have the  following
meanings:

                  "Guaranteed  Obligations"  shall have the meaning  assigned to
such term in Section 2.

                  "Immaterial Subsidiaries" shall mean the Subsidiaries of Apria
set forth on Schedule XI to the Credit Agreement.

                  "Other  Parties" shall have the meaning  assigned to such term
in Section 11(c).

     1.  Each  Guarantor  irrevocably  and  unconditionally,   and  jointly  and
severally,  guarantees  the full and prompt  payment  when due  (whether  at the
stated  maturity,  by  acceleration  or  otherwise)  of (x) the principal of and
interest  on the Notes  issued by, and Loans  made to, the  Borrowers  under the
Credit  Agreement and all  reimbursement  obligations  and Unpaid  Drawings with
respect to Letters of Credit issued under the Credit Agreement and (y) all other
obligations and indebtedness (including,  without limitation,  indemnities, Fees
and interest on such obligations and indebtedness) of the Borrowers now existing
or hereafter  incurred  under,  arising out of or in connection  with the Credit
Agreement and the other Credit  Documents and the due performance and compliance
by the Borrowers  with the terms,  conditions  and  agreements  contained in the
Credit  Documents (all such  principal,  interest,  obligations  and liabilities
being   collectively   referred  to  in  this   Guaranty   as  the   "Guaranteed
Obligations");  provided,  that  notwithstanding  any  provision to the contrary
contained in this Guaranty or in any other Credit  Document,  the obligations of
each Guarantor under this Guaranty shall be limited to an aggregate amount equal
to the largest amount that would not render the  Guaranteed  Obligations of such
Guarantor  under this  Guaranty  subject to avoidance  under  Section 548 of the
Bankruptcy  Code or any  comparable  provisions  of any  applicable  state  law.
Subject to the proviso in the preceding  sentence,  each Guarantor  understands,
agrees and confirms  that the Creditors may enforce this Guaranty up to the full
amount  of  the  Guaranteed  Obligations  against  any  such  Guarantor  without
proceeding  against  any  Borrower,  against  any  security  for the  Guaranteed
Obligations,  against any other Guarantor,  or against any other guarantor under
any other  guaranty  covering the Guaranteed  Obligations.  All payments by each
Guarantor under this Guaranty shall be made on the same basis as payments by the
Borrowers under Sections 5.3 and 5.4 of the Credit Agreement.

     2. Additionally, each Guarantor, jointly and severally, unconditionally and
irrevocably, guarantees the payment of any and all Guaranteed Obligations of the
Borrowers to the Creditors  whether or not due or payable by the Borrowers  upon
the occurrence of the events specified in Section 11.5 of the Credit  Agreement,
and unconditionally and irrevocably, jointly and severally, promises to pay such
Guaranteed Obligations to the Creditors, or order, on demand, in lawful money of
the United States.

     3. The liability of each Guarantor under this Guaranty is exclusive and
independent  of any security for or other  guaranty of the  indebtedness  of the
Borrowers  whether executed by such Guarantor,  any other  Guarantor,  any other
guarantor or by any other party,  and the liability of such Guarantor under this
Guaranty  shall  not  be  affected  or  impaired  by  (a)  any  direction  as to
application  of  payment by the  Borrowers,  (b) any other  continuing  or other
guaranty,  undertaking or maximum liability of a guarantor or of any other party
as to the  indebtedness of the Borrowers,  (c) any payment on or in reduction of
any such other  guaranty or  undertaking,  (d) any  dissolution,  termination or
increase,  decrease or change in personnel  by the  Borrowers or (e) any payment
made to any Creditor on the indebtedness which any Creditor repays the Borrowers
pursuant  to  court  order  in  any  bankruptcy,  reorganization,   arrangement,
moratorium  or other debtor relief  proceeding,  and each  Guarantor  waives any
right to the deferral or modification of its obligations  under this Guaranty by
reason of any such proceeding.

     4. The obligations of each Guarantor under this Guaranty are independent of
the  obligations of any other  Guarantor,  any other guarantor or the Borrowers,
and a separate  action or actions may be brought  and  prosecuted  against  each
Guarantor  whether or not action is brought  against  any other  Guarantor,  any
other guarantor or the Borrowers,  and whether or not any other  Guarantor,  any
other  guarantor or the Borrowers be joined in any such action or actions.  Each
Guarantor  waives,  to the fullest  extent  permitted by law, the benefit of any
statute of  limitations  affecting  its  liability  under this  Guaranty  or the
enforcement  thereof.  Any payment by the Borrowers or other  circumstance which
operates to toll any statute of limitations as to the Borrowers shall operate to
toll the statute of limitations as to each Guarantor.

     5. Each  Guarantor  hereby waives notice of acceptance of this Guaranty and
notice of any liability to which it may apply, and waives promptness, diligence,
presentment, demand of payment, protest, notice of dishonor or nonpayment of any
such liabilities, suit or taking of other action taken by the Administrative and
Collateral  Agent or any other Creditors  against,  and any other notice to, any
party  liable  thereon  (including  such  Guarantor  or any other  Guarantor  or
guarantor).

     6. Any  Creditor  may at any time and from time to time without the consent
of, or  notice  to,  any  Guarantor,  without  incurring  responsibility  to any
Guarantor, without impairing or releasing the obligations of any Guarantor under
this Guaranty,  upon or without any terms or conditions and in whole or in part:

          (a) change  the  manner,  place or terms of  payment  of, or change or
     extend  the time of  payment  of,  renew or  alter,  any of the  Guaranteed
     Obligations, any security for such Guaranteed Obligations, or any liability
     incurred directly or indirectly in respect of such Guaranteed  Obligations,
     and the  guaranty  made in this  Guaranty  shall  apply  to the  Guaranteed
     Obligations as so changed, extended, renewed or altered;

          (b) sell, exchange, release, surrender, realize upon or otherwise deal
     with in any manner and in any order any property by  whomsoever at any time
     pledged or  mortgaged  to secure,  or howsoever  securing,  the  Guaranteed
     Obligations or any liabilities (including any of those under this Guaranty)
     incurred  directly or indirectly  in respect  thereof or in respect of this
     Guaranty, or any offset there-against;

          (c)  exercise  or  refrain  from  exercising  any rights  against  the
     Borrowers, any Guarantor or others or otherwise act or refrain from acting;

          (d)  settle  or  compromise  any of the  Guaranteed  Obligations,  any
     security for
     such Guaranteed  Obligations or any liability (including any of those under
     this  Guaranty)  incurred  directly  or  indirectly  in respect  thereof or
     hereof,  and may  subordinate the payment of all or any part thereof to the
     payment of any liability (whether due or not) of the Borrowers to creditors
     of the Borrowers;

          (e) apply any sums by  whomsoever  paid or  howsoever  realized to any
     liability or  liabilities  of the Borrowers to the Creditors  regardless of
     what liabilities of the Borrowers remain unpaid;

          (f) consent to or waive any breach of, or any act, omission or default
     under,  any of the Credit Documents or any of the instruments or agreements
     referred  to in such  Credit  Documents,  or  otherwise  amend,  modify  or
     supplement  any  Credit  Document  or  any of  such  other  instruments  or
     agreements; and

          (g) act or  fail to act in any  manner  referred  to in this  Guaranty
     which may deprive any  Guarantor  of its right to  subrogation  against the
     Borrowers to recover full  indemnity for any payments made pursuant to this
     Guaranty.

     7. No invalidity,  irregularity or  unenforceability  of all or any part of
the Guaranteed  Obligations or of any security for such  Guaranteed  Obligations
shall affect,  impair or be a defense to this Guaranty,  and this Guaranty shall
be primary,  absolute and  unconditional  notwithstanding  the occurrence of any
event or the existence of any other circumstances which might constitute a legal
or equitable  discharge of a surety or guarantor  except  payment in full of the
Guaranteed Obligations.

     8.  This  Guaranty  is a  continuing  one and all  liabilities  to which it
applies  or may apply  under the terms of this  Guaranty  shall be  conclusively
presumed to have been created in reliance on this Guaranty.  No failure or delay
on the part of any Creditor in exercising  any right,  power or privilege  under
this  Guaranty and no course of dealing  between any  Guarantor and any Creditor
shall operate as a waiver such right,  power or privilege;  nor shall any single
or  partial  exercise  of any right,  power or  privilege  under  this  Guaranty
preclude any other or further exercise of such right,  power or privilege or the
exercise  of any other  right,  power or  privilege.  The  rights  and  remedies
expressly  specified in this  Guaranty are  cumulative  and not exclusive of any
rights or remedies  which any Creditor  would  otherwise  have.  No notice to or
demand on any  Guarantor in any case shall  entitle such  Guarantor to any other
further  notice or demand in  similar or other  circumstances  or  constitute  a
waiver of the  rights of any  Creditor  to any  other or  further  action in any
circumstances without notice or demand.

     9. Any indebtedness of the Borrowers now or hereafter held by any Guarantor
is hereby  subordinated  to the  indebtedness of the Borrowers to the Creditors;
and such indebtedness of the Borrowers to any Guarantor,  if the  Administrative
and Collateral Agent, after an Event of Default has occurred, so requests, shall
be  collected,  enforced  and  received  by such  Guarantor  as trustee  for the
Creditors  and be paid over to the Creditors on account of the  indebtedness  of
the Borrowers to the Creditors, but without affecting or impairing in any manner
the liability of such  Guarantor  under the other  provisions of this  Guaranty.
Prior to the  transfer by such  Guarantor of any note or  negotiable  instrument
evidencing any  indebtedness of the Borrowers to such Guarantor,  such Guarantor
shall mark such note or  negotiable  instrument  with a legend  that the same is
subject to this  subordination.

     10.(a)Each  Guarantor  waives  any right  (except as shall be  required  by
applicable statute and cannot be waived) to require the Creditors to (i) proceed
against the Borrowers,  any other  Guarantor,  any other  guarantor or any other
party, (ii) proceed against or exhaust any security held from the Borrowers, any
other  Guarantor,  any other  guarantor  or any other party or (iii)  pursue any
other remedy in the  Creditors'  power  whatsoever.  Each  Guarantor  waives any
defense  based on or  arising  out of any  defense of the  Borrowers,  any other
Guarantor,  any other guarantor or any other party other than payment in full of
the Guaranteed Obligations, including without limitation any defense based on or
arising out of the disability of the Borrowers,  any other Guarantor,  any other
guarantor  or any  other  party,  or  the  unenforceability  of  the  Guaranteed
Obligations or any part of the  Guaranteed  Obligations  from any cause,  or the
cessation from any cause of the liability of the Borrowers other than payment in
full of the  Guaranteed  Obligations.  The  Creditors  may,  at their  election,
foreclose on any security held by the Administrative and Collateral Agent or the
other  Creditors by one or more judicial or  nonjudicial  sales,  whether or not
every  aspect of any such sale is  commercially  reasonable  (to the extent such
sale is permitted by applicable  law), or exercise any other right or remedy the
Creditors  may have against the  Borrowers or any other party,  or any security,
without  affecting or impairing in any way the liability of any Guarantor  under
this Guaranty except to the extent the Guaranteed  Obligations have been paid in
full. Each Guarantor  waives any defense arising out of any such election by the
Creditors,  even though such election operates to impair or extinguish any right
of  reimbursement  or  subrogation  or other  right or remedy of such  Guarantor
against the Borrowers or any other party or any security.

     (b) Each  Guarantor  waives  all  presentments,  demands  for  performance,
protests and notices,  including without  limitation  notices of nonperformance,
notices of protest, notices of dishonor, notices of acceptance of this Guaranty,
and  notices  of the  existence,  creation  or  incurring  of new or  additional
indebtedness.  Each Guarantor assumes all  responsibility  for being and keeping
itself  informed of the Borrowers'  financial  condition and assets,  and of all
other  circumstances  bearing  upon the  risk of  nonpayment  of the  Guaranteed
Obligations  and the nature,  scope and extent of the risks which such Guarantor
assumes and incurs under this Guaranty, and agrees that the Creditors shall have
no duty to advise any  Guarantor of  information  known to them  regarding  such
circumstances or risks.

     (c) Until  the  Guaranteed  Obligations  have  been  indefeasibly  paid and
performed in full,  (i) each  Guarantor  hereby waives all rights of subrogation
which it may at any time  otherwise  have as a result of this Guaranty  (whether
contractual,  under  Section 509 of the  Bankruptcy  Code,  or otherwise) to the
claims of the  Creditors  against the  Borrowers  or any other  guarantor of the
Guaranteed Obligations (collectively,  the "Other Parties") and all contractual,
statutory or common law rights of reimbursement,  contribution or indemnity from
any  Other  Party  which it may at any time  otherwise  have as a result of this
Guaranty;  (ii) each  Guarantor  hereby  further waives any right to enforce any
other  remedy which the  Creditors  now have or may  hereafter  have against any
Other  Party,  any  endorser  or any other  guarantor  of all or any part of the
indebtedness  of the Borrowers and any benefit of, and any right to  participate
in, any security or  collateral  given to or for the benefit of the Creditors to
secure payment of the  indebtedness  of the Borrowers;  and (iii) each Guarantor
also waives all claims (as such term is defined in the  Bankruptcy  Code) it may
at any time otherwise have against any Other Party arising from any  transaction
whatsoever, including without limitation its right to assert or enforce any such
claims.  

     11. The  Creditors  agree that this  Guaranty  may be enforced  only by the
action of the  Administrative  and Collateral Agent in each case acting upon the
instructions  of the Required  Banks,  and that no Creditor shall have any right
individually to seek to enforce or to enforce this Guaranty, it being understood
and agreed that such rights and remedies may be exercised by the  Administrative
and  Collateral  Agent for the benefit of the  Creditors  upon the terms of this
Guaranty.  

     12. In order to induce  the Banks to make  Loans to the  Borrowers,  and to
issue,  and  participate  in, Letters of Credit for the account of the Borrowers
pursuant to the Credit Agreement, each Guarantor hereby represents, warrants and
covenants  that:

          (a) Such Guarantor and each of its Subsidiaries (other than Immaterial
     Subsidiaries)  (i) is a duly organized and validly existing  corporation in
     good standing under the laws of the jurisdiction of its incorporation, (ii)
     has the corporate power and authority to own its property and assets and to
     transact  the  business  in which it is engaged and  presently  proposes to
     engage and (iii) is duly  qualified and is authorized to do business and is
     in good  standing  in each  jurisdiction  where the  ownership,  leasing or
     operation  of  property  or the  conduct  of  its  business  requires  such
     qualification  except  for  failures  to  be so  qualified  which,  in  the
     aggregate, would not have a Material Adverse Effect.

          (b) Such  Guarantor  has the corporate  power to execute,  deliver and
     perform  the  terms  and  provisions  of this  Guaranty  and has  taken all
     necessary  corporate  action  to  authorize  the  execution,  delivery  and
     performance  by it of this  Guaranty.  Such Guarantor has duly executed and
     delivered this Guaranty, and this Guaranty constitutes its legal, valid and
     binding obligation  enforceable in accordance with its terms, except as the
     enforceability   of  this   Guaranty   may  be   limited   by   bankruptcy,
     reorganization,   moratorium  or  similar  laws  relating  to  or  limiting
     creditors'  rights  generally  or  by  equitable   principles  relating  to
     enforceability.

          (c) Neither the  execution,  delivery or performance by such Guarantor
     of this  Guaranty,  nor  compliance by it with the terms and  provisions of
     this Guaranty, (i) will contravene any provision of any material applicable
     Governmental Rule or any order, writ,  injunction or decree of any court or
     Governmental  Authority  (ii) will conflict with or result in any breach of
     any of the terms,  covenants,  conditions or provisions of, or constitute a
     default  under,  or  result  in the  creation  or  imposition  of  (or  the
     obligation to create or impose) any Lien upon any of the property or assets
     of such  Guarantor  pursuant  to the  terms of any  indenture,  instrument,
     mortgage,  deed of trust, credit agreement or loan agreement,  or any other
     Material Contract, to which such Guarantor is a party or by which it or any
     of its  property  or assets is bound or to which it may be subject or (iii)
     will violate any provision of the Certificate of  Incorporation  or By-Laws
     of  such  Guarantor  or any  of its  Subsidiaries  (other  than  Immaterial
     Subsidiaries).

          (d) No material order, consent,  approval,  license,  authorization or
     validation of, or filing,  recording or  registration  with (except as have
     been obtained or made prior to the Initial  Borrowing  Date),  or exemption
     by, any Governmental  Authority is required (i) to authorize the execution,
     delivery  and  performance  of  this  Guaranty  or (ii)  to  establish  the
     legality, validity, binding effect or enforceability of this Guaranty.

          (e) There are no actions, suits or proceedings pending or, to the best
     knowledge of the  Guarantor,  threatened (i) with respect to this Guaranty,
     (ii)  with  respect  to any  Indebtedness  of the  Guarantor  or any of its
     Subsidiaries  (other  than  Immaterial  Subsidiaries)  or  (iii)  that  are
     reasonably likely to have a Material Adverse Effect.

          (f) On the  date of this  Guaranty  and  after  giving  effect  to the
     incurrence by such  Guarantor of the  Contingent  Obligations  evidenced by
     this Guaranty (as limited by Section 2 of this Guaranty), (i) the assets of
     such  Guarantor,  at a fair  valuation,  will  exceed its  debts,  (ii) the
     Guarantor  will have  sufficient  capital to conduct its business and (iii)
     such Guarantor will not have incurred  debts,  and does not intend to incur
     debts, beyond its ability to pay such debts as they mature. For purposes of
     this clause (f),  "debt" means any liability on a claim,  and "claim" means
     (i) right to  payment,  whether or not such  right is reduced to  judgment,
     liquidated,  unliquidated, fixed, contingent, matured, unmatured, disputed,
     undisputed,  legal,  equitable,  secured, or unsecured; or (ii) right to an
     equitable  remedy for breach of  performance if such breach gives rise to a
     payment,  whether  or not such right to an  equitable  remedy is reduced to
     judgment,  fixed, contingent,  matured,  unmatured,  disputed,  undisputed,
     secured, or unsecured.

     13. Each Guarantor  covenants and agrees that on and after the date of this
Guaranty  and  until the  Total  Commitments  and all  Letters  of  Credit  have
terminated and all Guaranteed Obligations have been paid in full, such Guarantor
shall take,  or will refrain  from taking,  as the case may be, all actions that
are  necessary to be taken or not taken so that no  violation of any  provision,
covenant or agreement contained in Section 9 or 10 of the Credit Agreement,  and
so that no  Default  or Event of  Default,  is  caused  by the  actions  of such
Guarantor or any of its  Subsidiaries.

     14.  Each  Guarantor  hereby  jointly  and  severally  agrees  to  pay  all
reasonable  out-of-pocket  costs and expenses of (x) each Creditor in connection
with the  enforcement of this Guaranty and, after an Event of Default shall have
occurred and be continuing,  the protection of such Creditor's rights under this
Guaranty,  and (y) of the Administrative and Collateral Agent in connection with
any amendment,  waiver or consent relating to this Guaranty (including,  without
limitation, the reasonable fees and disbursements of counsel (including in-house
counsel) employed by the Administrative and Collateral Agent).

     15. This Guaranty  shall be binding upon each  Guarantor and its successors
and assigns and shall inure to the benefit of the Creditors and their successors
and assigns.

     16.  Neither  this  Guaranty  nor any  provision  of this  Guaranty  may be
changed,  waived,  discharged or terminated in any manner  whatsoever  unless in
writing duly signed by the Administrative and Collateral Agent (with the consent
of the  Required  Banks) and each  Guarantor  directly  affected by such change,
waiver,  discharge  or  termination  (it being  understood  that the  release or
addition of any Guarantor  under this Guaranty  shall not constitute a change or
waiver  affecting any Guarantor  other than the Guarantor so released or added).

     17. Each Guarantor acknowledges that an executed (or conformed) copy of the
Credit Agreement has been made available to its principal executive officers and
such officers are familiar with its contents.

     18.(a) In addition to any rights now or hereafter  granted under applicable
law and not by way of limitation  of any such rights,  upon the  occurrence  and
during  the  continuance  of an  Event  of  Default,  each  Creditor  is  hereby
authorized  at any  time or from  time to  time,  without  presentment,  demand,
protest or other notice of any kind to any Guarantor or to any other Person, any
such notice being hereby  expressly  waived,  to set off and to appropriate  and
apply any and all deposits  (general or special) and any other  indebtedness  at
any time  held or owing by such  Creditor  (including,  without  limitation,  by
branches and agencies of such Creditor wherever located) to or for the credit or
the account of such  Guarantor,  against and on account of the  obligations  and
liabilities of such Guarantor to such Creditor under this Guaranty, irrespective
of whether or not such  Creditor  shall have made any demand under this Guaranty
and although said obligations,  liabilities, deposits or claims, or any of them,
shall be contingent or unmatured.

     (b) Each Guarantor  understands  that if all or any part of the Obligations
is secured by real property,  such Guarantor shall be liable for the full amount
of its liability  under this Guaranty  notwithstanding  foreclosure on such real
property by trustee sale or any other reason  impairing such  Guarantor's or any
Creditor's  right to proceed  against any  Guarantor or any  Subsidiary  of such
Guarantor. Each Guarantor hereby waives, to the fullest extent permitted by law,
all rights and benefits under Section 2809 of the California  Civil Code (or any
similar  law in any  other  jurisdiction)  purporting  to  reduce a  guarantor's
obligation  in proportion to the principal  obligation.  Each  Guarantor  hereby
waives all rights and  benefits  under  Section 580a of the  California  Code of
Civil  Procedure  (or any similar law in any other  jurisdiction)  purporting to
limit the amount of any deficiency judgment which might be recoverable following
the  occurrence  of a  trustee's  sale  under a deed of trust,  all  rights  and
benefits  under Section 580b of the California  Code of Civil  Procedure (or any
similar  law in any  other  jurisdiction)  stating  that  no  deficiency  may be
recovered  on a real  property  purchase  money  obligation  and all  rights and
benefits  under Section 580d of the California  Code of Civil  Procedure (or any
similar  law in any  other  jurisdiction)  stating  that  no  deficiency  may be
recovered  on a note  secured by a deed of trust on real  property  in case such
real  property is sold under the power of sale  contained in such deed of trust,
if such sections,  or any of them,  have any application to this Guaranty or any
application to such Guarantor. In addition, each Guarantor hereby waives, to the
fullest  extent  permitted  by  law,  without  limiting  the  generality  of the
foregoing or any other  provision  of this  Guaranty,  all rights,  defenses and
benefits which might otherwise be available to such Guarantor  under  California
Civil Code Sections 2809,  2810, 2819, 2821, 2839, 2845, 2846, 2847, 2848, 2849,
2850, 2855, 2899, 3275 and 3433 (or any similar law in any other  jurisdiction).

     19. All notices, requests, demands or other communications pursuant to this
Guaranty  shall be deemed to have been duly given or made when  delivered to the
Person to which such notice,  request, demand or other communication is required
or permitted to be given or made under this Guaranty, addressed to such party at
(i) in the case of any Creditor, as provided in the Credit Agreement and (ii) in
the case of any  Guarantor,  at its address  set forth  opposite  its  signature
below;  or in any case at such other address as any of the Persons  listed above
may hereafter  notify the others in writing.

     20. If claim is ever made upon any  Creditor  for  repayment or recovery of
any amount or amounts received in payment or on account of any of the Guaranteed
Obligations and any of the aforesaid payees repays all or part of said amount by
reason of (a) any judgment,  decree or order of any court or administrative body
having jurisdiction over such payee or any of its property or (b) any settlement
or  compromise  of any such claim  effected by such payee with any such claimant
(including the Borrowers), then and in such event each Guarantor agrees that any
such judgment, decree, order, settlement or compromise shall be binding upon it,
notwithstanding  any revocation of this Guaranty or the cancellation of any Note
or other instrument evidencing any liability of the Borrower, and such Guarantor
shall be and remain liable to the  aforesaid  payees under this Guaranty for the
amount so repaid or  recovered  to the same  extent as if such  amount had never
originally  been  received  by any such  payee.

     21. Any  acknowledgment or new promise,  whether by payment of principal or
interest or  otherwise  and whether by the Borrower or other  Persons  liable in
respect of the Guaranteed Obligations (including any Guarantor), with respect to
any of the Guaranteed  Obligations shall, if the statute of limitations in favor
of any  Guarantor  against any Creditor  shall have  commenced to run,  toll the
running of such  statute of  limitations,  and if the period of such  statute of
limitations  shall  have  expired,  prevent  the  operation  of such  statute of
limitations.

     22. (a) THIS GUARANTY AND THE RIGHTS AND  OBLIGATIONS  OF THE PARTIES UNDER
THIS GUARANTY  SHALL BE CONSTRUED IN ACCORDANCE  WITH AND BE GOVERNED BY THE LAW
OF THE STATE OF CALIFORNIA.  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
GUARANTY  MAY BE  BROUGHT  IN THE  COURTS OF THE STATE OF  CALIFORNIA  OR OF THE
UNITED  STATES FOR THE CENTRAL  DISTRICT OF  CALIFORNIA  AND, BY  EXECUTION  AND
DELIVERY OF THIS GUARANTY,  EACH GUARANTOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY,  THE JURISDICTION
OF THE AFORESAID COURTS. EACH GUARANTOR HEREBY IRREVOCABLY DESIGNATES,  APPOINTS
AND EMPOWERS APRIA AS ITS DESIGNEE,  APPOINTEE AND AGENT TO RECEIVE,  ACCEPT AND
ACKNOWLEDGE  FOR AND ON ITS BEHALF,  AND IN RESPECT OF ITS PROPERTY,  SERVICE OF
ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN
ANY SUCH ACTION OR PROCEEDING.  IF FOR ANY REASON SUCH  DESIGNEE,  APPOINTEE AND
AGENT SHALL  CEASE TO BE  AVAILABLE  TO ACT AS SUCH,  EACH  GUARANTOR  AGREES TO
DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT FOR THE PURPOSES OF THIS PROVISION
ON TERMS SATISFACTORY TO THE ADMINISTRATIVE AND COLLATERAL AGENT. EACH GUARANTOR
FURTHER  IRREVOCABLY  CONSENTS  TO  THE  SERVICE  OF  PROCESS  OUT OF ANY OF THE
AFOREMENTIONED  COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL,  POSTAGE PREPAID,  TO SUCH GUARANTOR AT
ITS ADDRESS SET FORTH  OPPOSITE  ITS  SIGNATURE  BELOW,  SUCH  SERVICE TO BECOME
EFFECTIVE 30 DAYS AFTER SUCH MAILING.  NOTHING IN THIS GUARANTY SHALL AFFECT THE
RIGHT OF ANY OF THE CREDITORS TO SERVE PROCESS IN ANY OTHER MANNER  PERMITTED BY
LAW OR TO COMMENCE LEGAL  PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY GUARANTOR
IN ANY OTHER JURISDICTION.

     (b) EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW
OR  HEREAFTER  HAVE TO THE  LAYING OF VENUE OF ANY OF THE  AFORESAID  ACTIONS OR
PROCEEDINGS  ARISING OUT OF OR IN CONNECTION  WITH THIS GUARANTY  BROUGHT IN THE
COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND
AGREES  NOT TO  PLEAD  OR CLAIM IN ANY  SUCH  COURT  THAT  ANY  SUCH  ACTION  OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

     (c) TO THE FULLEST  EXTENT  PERMITTED BY  APPLICABLE  LAW,  EACH  GUARANTOR
WAIVES,  AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF,  DEFENDANT
OR OTHERWISE),  ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE,
CLAIM,  DEMAND,  ACTION OR CAUSE OF  ACTION  ARISING  OUT OF OR BASED  UPON THIS
GUARANTY  OR THE  SUBJECT  MATTER OF THIS  GUARANTY,  IN EACH CASE  WHETHER  NOW
EXISTING OR HEREAFTER ARISING OR WHETHER IN CONTRACT, IN TORT OR OTHERWISE.  THE
GUARANTORS  ACKNOWLEDGE THAT THEY HAVE BEEN INFORMED BY THE AGENTS AND THE BANKS
THAT THE PROVISIONS OF THIS SECTION 23(c) CONSTITUTE A MATERIAL  INDUCEMENT UPON
WHICH THE AGENTS AND THE BANKS ARE RELYING IN ENTERING INTO THE CREDIT AGREEMENT
AND EACH OTHER CREDIT DOCUMENT. ANY GUARANTOR, THE ADMINISTRATIVE AND COLLATERAL
AGENT OR ANY BANK MAY FILE AN  ORIGINAL  COUNTERPART  OR A COPY OF THIS  SECTION
23(c) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH GUARANTOR,  EACH
AGENT AND EACH BANK TO THE WAIVER OF ITS RIGHTS TO TRIAL BY JURY.

     23. (a) It is the desire and  intent of each  Guarantor  and the  Creditors
that this  Guaranty  shall be enforced  against  each  Guarantor  to the fullest
extent   permissible  under  the  laws  and  public  policies  applied  in  each
jurisdiction in which enforcement is sought. In furtherance of the foregoing, it
is noted that the  obligations of each Guarantor has been limited as provided in
Section 2 of this Guaranty.

     (b) If, however,  and to the extent,  that the obligations of any Guarantor
under this Guaranty shall be adjudicated to be invalid or unenforceable  for any
reason  (including,  without  limitation,  because  of any  applicable  state or
federal law relating to fraudulent conveyances or transfers), then the amount of
the Guaranteed Obligations of such Guarantor (but not the Guaranteed Obligations
of  any  other   Guarantor   unless  such  other  Guarantor  or  Guarantors  are
individually  subject to the circumstances  covered by this Section 24) shall be
deemed to be reduced and the affected  Guarantor shall pay the maximum amount of
the Guaranteed  Obligations which would be permissible under applicable law.

     24. This Guaranty may be executed in any number of counterparts  and by the
different parties to this Guaranty on separate counterparts,  each of which when
so executed and delivered shall be an original,  but all of which shall together
constitute one and the same  instrument.  A set of counterparts  executed by all
the parties to this Guaranty  shall be lodged with Apria and the  Administrative
and Collateral  Agent.

     25. In the event that all of the capital stock of one or more Guarantors is
sold in connection with a sale permitted by Section 10.2 of the Credit Agreement
and the  proceeds  of such  sale or sales are  applied  in  accordance  with the
provisions  of Section 5.2 of the Credit  Agreement,  to the extent  applicable,
each  Guarantor (x) all of the capital stock of which is so sold or (y) which is
a Subsidiary of a Guarantor all of the capital stock of which is so sold,  shall
be released from this Guaranty and this Guaranty  shall, as to each Guarantor or
Guarantors,  terminate,  and have no further  force or effect.

     26. All payments  made by any  Guarantor  under this  Guaranty will be made
without  set-off,  counterclaim  or other  defense.

     27. Any provision of this Guaranty that is prohibited or  unenforceable  in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions of this Guaranty, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

                  IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to
be executed and delivered as of the date first above written.


Address for all Guarantors:                   APRIA HEALTHCARE GROUP INC.
                                              APRIA HEALTHCARE, INC.
3560 Hyland Avenue                            APRIA NUMBER TWO, INC.
Costa Mesa, California 92626                  APRIACARE MANAGEMENT SYSTEMS, INC.
Attn: Philip Carter                           APRIA HEALTHCARE OF NEW YORK
Telephone: (714) 755-5600                        STATE, INC.
Facsimile: (714) 755-5617


                                              By:   
                                                 ------------------------------ 
                                                 Name:
                                                 Title:


<PAGE>

Accepted and Agreed to:

BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,
as Administrative and Collateral Agent for the Banks


By:---------------------------------- 
   Name:
   Title: