EXHIBIT 10.25

                                    SCHEDULE
                                     TO THE
                                MASTER AGREEMENT

                          dated as of December 3, 2002


between     THE BANK OF NOVA SCOTIA   and  APRIA HEALTHCARE GROUP INC.
            ("Party A")                    ("Party B")


Part 1.  TERMINATION PROVISIONS.

(a)      "SPECIFIED ENTITY" means in relation to Party A for the purpose of:-

         Section 5(a)(v),     Not Applicable
         Section 5(a)(vi),    Not Applicable
         Section 5(a)(vii),   Not Applicable
         Section 5(b)(iv),    Not Applicable

         and in relation to Party B for the purpose of:-

         Section 5(a)(v),     Affiliates
         Section 5(a)(vi),    Affiliates
         Section 5(a)(vii),   Affiliates
         Section 5(b)(iv),    Affiliates

(b)      "SPECIFIED  TRANSACTION"  means  (a)  any   transaction  (including  an
         agreement with respect thereto) now existing or hereafter  entered into
         (i) between one party to this Agreement (or any Credit Support Provider
         of such party or any applicable Specified Entity of such party) and the
         other party to this Agreement (or any Credit  Support  Provider of such
         other party or any applicable Specified Entity of such other party), or
         (ii) to which Party B (or any Credit Support Provider of Party B or any
         applicable  Specified  Entity  of Party B) is a party,  which is a rate
         swap transaction, basis swap, forward rate transaction, commodity swap,
         commodity  option,  equity or equity index swap, equity or equity index
         option,   bond  option,   interest   rate  option,   foreign   exchange
         transaction,  cap transaction,  floor transaction,  collar transaction,
         currency  swap  transaction,   cross-currency  rate  swap  transaction,
         currency option or any other similar transaction  (including any option
         with  respect to any of these  transactions),  (b) any  combination  of
         these  transactions  and  (c) any  other  transaction  identified  as a
         Specified Transaction in this Agreement or the relevant confirmation.

(c)      The "CROSS DEFAULT"  provisions of Section 5(a)(vi) will apply to Party
         A and  Party B;  provided  that  the term  "Cross  Default"  is  hereby
         modified to exclude  any  default  under any  agreement  or  instrument
         relating to Specified  Indebtedness or the failure to make payment with
         respect  thereto  if  such  default  or  failure  results  solely  from
         non-payment by reason of governmental or regulatory  action (other than
         any  such   governmental  or  regulatory   action  resulting  from  the
         occurrence of any of the events set out in Section 5(a)(vii)).

         "SPECIFIED INDEBTEDNESS" will have the meaning specified in Section 14.

         "THRESHOLD  AMOUNT" means in relation to Party A, an amount equal to 5%
         of the total shareholders'  equity of Party A as specified from time to
         time in the most recently  published  audited  financial  statements of
         Party A or its  equivalent  in any other  currency  and, in relation to
         Party B, any amount in  relation  to  indebtedness  between the parties
         hereto,  otherwise  USD  5,000,000  or  its  equivalent  in  any  other
         currency.

(d)      The "CREDIT  EVENT UPON MERGER"  provisions  of Section  5(b)(iv)  will
         apply to Party A and Party B.

(e)      AUTOMATIC  EARLY  TERMINATION.   The  "Automatic   Early   Termination"
         provision  of  Section  6(a)  will  not  apply  to  Party A or Party B;
         provided, however, that if at any time an Event of Default specified in
         Section  5(a)(vii) (1), (3), (4), (5), (6) or, to the extent  analogous
         thereto,  (8),  with  respect  to a  party  has  occurred  and is  then
         continuing,  and any  court,  tribunal  or  regulatory  authority  with
         competent  jurisdiction acting pursuant to any bankruptcy or insolvency
         law or other similar law affecting  such party makes an order which has
         or  purports  to have the effect of  prohibiting  the other  party from
         designating  an Early  Termination  Date in respect of all  outstanding
         Transactions  at any time after such Event of Default has  occurred and
         is then  continuing,  in accordance  with Section 6(a),  the "Automatic
         Early Termination" provision of 6(a) will apply to such party.

(f)      PAYMENTS ON EARLY TERMINATION.  For the purpose of Section 6(e), Market
         Quotation and the Second Method will apply.

(g)      "TERMINATION CURRENCY" means United States Dollars.

(h)      "ADDITIONAL   TERMINATION   EVENT"  will  apply.  The  following  shall
         constitute Additional Termination Events:

              (1) All amounts  outstanding under the Credit Agreement to Party A
              have  been  repaid  by Party B and all  commitments  of Party B to
              Party A thereto have  terminated or expired other than as a result
              of a default by Party B thereto; and

              (2) The Credit  Support  Documents (as specified in Part 4 hereof)
              terminate,  expire  or  otherwise  cease to be in full  force  and
              effect to secure Party B's  obligations  hereunder other than as a
              result  of a default  by Party B or any  Credit  Support  Provider
              thereto.

         For the purposes of these Additional  Termination  Events, the Affected
         Party shall be Party B.

(i)      ADDITIONAL EVENTS OF DEFAULT. The following will constitute  additional
         Events of Default:

              (1) One or more final judgments or orders for the payment of money
              is  rendered  against  the party or, in  relation  to Party B, any
              Affiliate of such party,  in an aggregate  amount of not less than
              the applicable  Threshold  Amount and such judgments or orders are
              not  discharged,  vacated,  stayed or bonded  pending appeal on or
              before the thirtieth day after the entry thereof; and

              (2) With respect to Party B, the occurrence of an EVENT OF DEFAULT
              (as such term is defined in the Credit Agreement).

Part 2.  TAX REPRESENTATIONS.

(a)      PAYER TAX REPRESENTATIONS. For the purpose of Section 3(e), Party A and
         Party B will make the following representation:-

         It is not required by any  applicable  law, as modified by the practice
         of  any  relevant  governmental  revenue  authority,  of  any  Relevant
         Jurisdiction  to make any deduction or withholding for or on account of
         any Tax from any  payment  (other than  interest  under  Section  2(e),
         6(d)(ii)  or  6(e))  to be made by it to the  other  party  under  this
         Agreement.  In  making  this  representation,  it may  rely  on (i) the
         accuracy of any  representations  made by the other  party  pursuant to
         Section  3(f),  (ii) the  satisfaction  of the  agreement  contained in
         Section 4(a)(i) or 4(a)(iii) and the accuracy and  effectiveness of any
         document  provided  by the other party  pursuant to Section  4(a)(i) or
         4(a)(iii)  and (iii) the  satisfaction  of the  agreement  of the other
         party contained in Section 4(d), provided that it shall not be a breach
         of this representation  where reliance is placed on clause (ii) and the
         other party does not deliver a form or document under Section 4(a)(iii)
         by reason of material prejudice to its legal or commercial position.

(b)      PAYEE TAX REPRESENTATIONS. For the purpose of Section 3(f),

         (i) PARTY A, WHEN  ACTING  THROUGH  AN OFFICE  LOCATED  OUTSIDE  OF THE
         UNITED  STATES  OF  AMERICA,  AND  PARTY  B  WILL  MAKE  THE  FOLLOWING
         REPRESENTATION:

         It is fully  eligible  for the  benefits of the  "Business  Profits" or
         "Industrial and Commercial Profits" provision,  as the case may be, the
         "Interest"  provision or the "Other  Income"  provision (if any) of the
         Specified  Treaty  with  respect  to  any  payment  described  in  such
         provisions and received or to be received by it in connection with this
         Agreement and no such payment is  attributable to the trade of business
         carried on by it through a  permanent  establishment  in the  Specified
         Jurisdiction.

         "SPECIFIED  TREATY"  means,  with  respect  to Party A and Party B, the
         Canada - United States of America Income Tax Convention.

         "SPECIFIED  JURISDICTION"  means,  with  respect to Party A, the United
         States of America, and with respect to Party B, Canada.

         (ii) PARTY A, WHEN ACTING  THROUGH ITS NEW YORK  AGENCY,  WILL MAKE THE
         FOLLOWING REPRESENTATION:

         Each payment  received or to be received by it in connection  with this
         Agreement will be effectively  connected with its conduct of a trade or
         business in the United States of America.

         (iii) PARTY B WILL MAKE THE FOLLOWING REPRESENTATION:

         It is a "US  person"  within  the  meaning  of United  States  Treasury
         Regulation section 1.1441-4(a)(3)(ii) (as in effect January 2001).


Part 3.  AGREEMENT TO DELIVER DOCUMENTS.

For the purpose of Sections  4(a)(i) and 4(a)(ii),  each party agrees to deliver
the following documents, as applicable:-

(a)      Tax forms, documents or certificates to be delivered are:-

PARTY
REQUIRED         FORM/
TO DELIVER      DOCUMENT/              DATE BY WHICH
DOCUMENT       CERTIFICATE            TO BE DELIVERED
----------    ---------------     ----------------------------
Party A       Internal Revenue    Execution and delivery of
              Service Forms       Agreement
              W8ECI and W8BEN

Party B       Internal Revenue    Execution and delivery of
              Service Form W-9    Agreement


(b)      Other documents to be delivered are:-

PARTY
REQUIRED         FORM/                                              COVERED BY
TO DELIVER      DOCUMENT/              DATE BY WHICH               SECTION 3(D)
DOCUMENT       CERTIFICATE            TO BE DELIVERED             REPRESENTATION
----------    ---------------     ----------------------------    --------------
Party A       Incumbency          Execution and delivery of            Yes
and           Certificate         Agreement and, if requested
Party B                           in respect of a Transaction,
                                  execution and delivery of
                                  applicable Confirmation

Party B       Authorizing         Execution and delivery of            Yes
              Resolution          Agreement and, if requested
                                  in respect of a Transaction,
                                  execution and delivery of
                                  applicable Confirmation

Party B       Legal Opinion       Execution and delivery of            Yes
              in substantially    Agreement and, if requested
              the form appended   in respect of a Transaction,
              as Exhibit A        execution and delivery of
                                  applicable Confirmation



Part 4.  MISCELLANEOUS.

(a)      ADDRESSES FOR NOTICES. For the purpose of Section 12(a):

         ADDRESS FOR NOTICES OR COMMUNICATIONS TO PARTY A:

              All notices or  communications to Party A shall, with respect to a
              particular Transaction, be sent to the address or facsimile number
              reflected  in the  Confirmation  for that  Transaction;  provided,
              however,  that all  notices in respect of  Sections  5, 6, 9(b) or
              13(c) of this  Agreement  shall be  directed  to Party A's Toronto
              Office as follows:

              Address:        40 King Street West, Scotia Plaza, 8th Floor
                              Toronto, Ontario  Canada  M5H 1H1
              Attention:      Trading Contract Management
              Facsimile No.:  (416) 866-7767
              Telephone No.:  (416) 866-6613

         ADDRESSES FOR NOTICES OR COMMUNICATIONS TO PARTY B:

              Attention:      PLEASE ADVISE
              Facsimile:      PLEASE ADVISE
              Telephone:      PLEASE ADVISE

(b)      OFFICES.  The provisions of Section 10(a) will apply to Party A  and to
         Party B.

(c)      MULTIBRANCH PARTY. For the purpose of Section 10(c):

         Party A is a Multibranch  Party and may act through its Toronto Office,
         New York  Agency,  London  Office  and any  other  office  set out in a
         relevant Confirmation.

         Party B is not a Multibranch party.

(d)      CALCULATION  AGENT. The Calculation  Agent is Party A, unless otherwise
         specified in a Confirmation in relation to the relevant Transaction.

(e)      CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:[ ]

         In relation to Party A: Not applicable

         In relation to Party B: The Credit  Documents  (as that term is defined
         in the Credit Agreement) as replaced, supplemented or amended from time
         to time,  including  any other  document  which by its  terms  secures,
         guarantees or otherwise  supports Party B's obligations  hereunder from
         time to time.

(f)      CREDIT SUPPORT PROVIDER.

         In relation to Party A: Not applicable.

         In relation to Party B: The  Guarantors (as that term is defined in the
         Credit  Agreement)  as replaced,  supplemented  or amended from time to
         time.

(g)      GOVERNING  LAW.  This  Agreement  will be governed by and  construed in
         accordance with the laws of the State of New York (without reference to
         choice of law doctrine).

(h)      NETTING OF PAYMENTS.  Subparagraph  (ii) of Section 2(c) will not apply
         to any Transaction starting from the date of this Agreement.

(i)      "AFFILIATE" will have the meaning specified in Section 14.

Part 5.  OTHER PROVISIONS.

(a)      ILLEGALITY.  For the purpose of Section  5(b)(i),  the  obligation of a
         party to comply with any  directive  issued or given by any  government
         agency or authority  with competent  jurisdiction  which has the result
         referred to in Section 5(b)(i) will be deemed to be an "Illegality".

(b)      CALCULATION  AGENT. The failure of the Calculation Agent to comply with
         or perform any of its agreements or  obligations  as Calculation  Agent
         will not  constitute a Breach of  Agreement  with respect to such party
         and the sole  remedy of the other  party with  respect to such  failure
         will be the right,  upon notice to the  Calculation  Agent and provided
         that such failure is then  continuing,  to designate  itself or a third
         party as a replacement Calculation Agent.

(c)      SET-OFF.  Section 6 will be amended by adding the following  Section as
         Section 6(f):

         "(f) SET OFF. Any amount (the "Early  Termination  Amount")  payable to
         one party ("the  Payee") by the other party ("the Payer") under Section
         6(e),  in  circumstances  where  there  is a  Defaulting  Party  or one
         Affected  Party in the case where a  Termination  Event  under  Section
         5(b)(iv)  has  occurred,  will,  at the option of the party ("X") other
         than the  Defaulting  Party or the  Affected  Party ("Y") (and  without
         prior  notice to Y), be reduced by its set-off  against  any  amount(s)
         (the "Other Agreement  Amount") payable (whether at such time or in the
         future or upon the  occurrence  of a  contingency)  by the Payee to the
         Payer (irrespective of the currency, place of payment or booking office
         of the obligation) under any other  agreement(s)  between the Payee and
         the Payer or instrument(s) or undertaking(s)  issued or executed by one
         party to, or in favour  of, the other  party  (and the Other  Agreement
         Amount will be discharged promptly and in all respects to the extent it
         is so set-off).  X will give notice to Y of any set-off  effected under
         this  Section  6(f).  For this  purpose,  either the Early  Termination
         Amount or the Other Agreement  Amount (or the relevant  portion of such
         amounts)  may be converted by X into the currency in which the other is
         denominated at the rate of exchange at which such party is able, acting
         in a  reasonable  manner and in good faith,  to purchase  the  relevant
         amount of such currency.  If an obligation is  unascertained,  X may in
         good  faith  estimate  that  obligation  and  set-off in respect of the
         estimate,  subject to the relevant  party  accounting to the other when
         the  obligation is  ascertained.  Nothing in this Section 6(f) shall be
         effective to create a charge or other security  interest.  This Section
         6(f)  shall  be  without  prejudice  and in  addition  to any  right of
         set-off,  combination  of  accounts,  lien or other  right to which any
         party is at any time otherwise  entitled  (whether by operation of law,
         contract or otherwise).

(d)      NEGATIVE INTEREST RATES. "Swap Transaction"  means, for the purposes of
         this provision  concerning  Negative  Interest  Rates, an interest rate
         exchange or swap transaction, including transactions involving a single
         currency or two or more currencies.  All capitalized terms used in this
         provision  shall have the meanings as are ascribed to such terms in the
         1991 ISDA  Definitions  as  published  by the  International  Swaps and
         Derivatives Association, Inc. unless otherwise defined herein.

              (i)  FLOATING  AMOUNTS.  Party A and Party B agree  that,  if with
              respect  to a  Calculation  Period for a Swap  Transaction  either
              party is  obligated  to pay a Floating  Amount  that is a negative
              number  (either  due to a  quoted  negative  Floating  Rate  or by
              operation of a Spread that is subtracted  from the Floating Rate),
              the   Floating   Amount  with  respect  to  that  party  for  that
              Calculation  Period will be deemed to be zero, and the other party
              will pay to that party the absolute value of the negative Floating
              Amount as calculated,  in addition to any amount otherwise owed by
              the other party for that  Calculation  Period with respect to that
              Swap  Transaction,  on the Payment Date that the  Floating  Amount
              would have been due if it had been a positive number.  Any amounts
              paid by the other party with  respect to the  absolute  value of a
              negative  Floating  Amount  will be paid  to such  account  as the
              receiving  party may  designate  (unless  such other  party  gives
              timely notice of a reasonable  objection to such  designation)  in
              the currency in which that Floating Amount would have been paid if
              it had been a positive  number (and without regard to the currency
              in which the other party is otherwise obligated to make payments).

              (ii) COMPOUNDING.  Party A and Party B agree that, if with respect
              to one or more Compounding  Periods for a Swap  Transaction  where
              "Compounding" or "Flat  Compounding" is specified to be applicable
              the Compounding Period Amount, the Basic Compounding Period Amount
              or the Additional  Compounding  Period Amount is a negative number
              (either due to a quoted negative  Floating Rate or by operation of
              a Spread that is  subtracted  from the  Floating  Rate),  then the
              Floating  Amount  for  the   Calculation   Period  in  which  that
              Compounding  Period or those  Compounding  Periods  occur  will be
              either the sum of all Compounding Period Amounts or the sum of all
              the  Basic  Compounding  Period  Amounts  and all  the  Additional
              Compounding  Period Amounts in that  Calculation  Period  (whether
              positive or negative).  If such sum is positive, then the Floating
              Rate Payer with respect to the Floating  Amount so calculated will
              pay the  Floating  Amount  to the  other  party.  If  such  sum is
              negative, the Floating Amount with respect to the party that would
              be  obligated  to pay that  Floating  Amount  will be deemed to be
              zero,  and the other  party  will pay to that  party the  absolute
              value of the negative Floating Amount as calculated,  such payment
              to be made in accordance with (i) above.

(e)      RELATIONSHIP BETWEEN PARTIES. Each party will be deemed to represent to
         the other on the day on which it enters into a Transaction that (absent
         a  written   agreement  between  the  parties  that  expressly  imposes
         affirmative obligations to the contrary for the Transaction):

              (i)  NON-RELIANCE.  It is acting for its own  account,  and it has
              made its own independent  decisions to enter into that Transaction
              and as to whether that Transaction is appropriate or proper for it
              based upon its own judgment and upon advice from such  advisors as
              it has deemed  necessary.  It is not relying on any  communication
              (written or oral) of the other party as  investment  advice  being
              understood that information and explanations  related to the terms
              and conditions of a Transaction shall not be considered investment
              advice or a recommendation to enter into that Transaction.  It has
              not received from the other party any assurance or guarantee as to
              the expected results of that Transaction.

              (ii) ASSESSMENT AND UNDERSTANDING.  It is capable of assessing the
              merits  of  and  understanding  (on  its  own  behalf  or  through
              independent professional advice), and understands and accepts, the
              terms,  conditions  and  risks  of  that  Transaction.  It is also
              capable of assuming and assumes, the risks of that Transaction.

              (iii)  STATUS  OF  PARTIES.  The  other  party is not  acting as a
              fiduciary  for  or  as  an  advisor  to  it  in  respect  of  that
              Transaction.

              (iv) NO  COMMITMENT  TO UNWIND.  Neither  party has  committed  to
              unwind that Transaction.

(f)      ADDITIONAL  REPRESENTATIONS.  Party A and Party B each  represents  and
         warrants to the other (which  representations  shall be deemed repeated
         upon entering into a Transaction) that:

         (1)   LINE OF BUSINESS.  It  has  entered into  this Agreement and each
               Transaction in conjunction with its  line of  business (including
               financial  intermediation  services)  or  the  financing  of  its
               business.

         (2)   ELIGIBLE  CONTRACT  PARTICIPANT.  It  constitutes   an  "eligible
               contract  participant"  within the  meaning  of Section 1a(12) of
               the U.S. Commodity  Exchange  Act, as amended; this Agreement and
               each Transaction hereunder is subject to  individual  negotiation
               by each party; and,  neither   this Agreement nor any Transaction
               hereunder  will  be  executed  or traded  on a "trading facility"
               within  the  meaning  of  Section  1a(33) of  the  U.S. Commodity
               Exchange Act, as amended.

         (3)   MASTER  AGREEMENT. This  Agreement shall  be a "master agreement"
               for purposes of 11 U.S.C.[ ] 101(53B) and 12 U.S.C.[ ] 1821(c)(8
               (D)(vii), or any successor legislation.

(g)      EQUIVALENCY  CLAUSE.  For the  purpose of  disclosure  pursuant  to the
         Interest Act (Canada), the yearly rate of interest to which any rate of
         interest  payable under this  Agreement that is calculated on any basis
         other than a full  calendar  year is  equivalent  may be  determined by
         multiplying  such  rate by a  fraction  the  numerator  of which is the
         actual number of days in the calendar year in which such yearly rate of
         interest  is to be  ascertained  and the  denominator  of  which is the
         number of days comprising such other basis.

(h)      ADDITIONAL  DEFINITIONS.  The following  additional  definition will be
         added to Section 14 of the Agreement:

              "CREDIT  AGREEMENT"  shall mean,  that certain  second amended and
              restated credit  agreement dated as of July 20, 2001 among Party B
              (as borrower),  certain of its subsidiaries  (as guarantors),  the
              lenders  identified  therein (including Party A), Bank of America,
              N.A. (as Agent) and Credit Lyonnais,  New York Branch, Party A and
              Fleet National Bank (as co-syndication agents), as the same may be
              amended, supplemented,  revised, restated or replaced from time to
              time.

(i)      ADDITIONAL  PARTY  B  REPRESENTATIONS.  Party B hereby  represents  and
         warrants  to Party A  (which representations  shall  be deemed repeated
         each time a  Transaction  is entered  into  pursuant  hereto) that:

         (1)   the  security  interests in  collateral granted  to Party A under
               the Credit Support  Documents  shall  secure  the  obligations of
               Party B to Party A under this Agreement.; and

         (2)   each  transaction  entered into hereto is a Hedging Agreement (as
               such term is  defined  in the Credit Agreement).
<PAGE>


IN WITNESS  WHEREOF,  the  parties  have  executed  this  Schedule by their duly
authorized representative(s) as of the date hereof.

THE BANK OF NOVA SCOTIA                    APRIA HEALTHCARE GROUP INC.


By:    /s/ DEBBIE RAMKERRYSINGH            By:  /s/ JAMES E. BAKER
       ------------------------                 --------------------------------
Name:  Debbie Ramkerrysingh                     Name:  James E. Baker
Title: Director                                 Title: Chief Financial Officer

<PAGE>


                                                                       EXHIBIT A

[LETTERHEAD OF COUNSEL TO PARTY B]


[Date]



The Bank of Nova Scotia
44 King Street West
Toronto, Ontario
Canada  M5H 1H1

Dear Sirs:

                           Re: [Company Name]

         This  opinion is furnished to you pursuant to Part 3 of the Schedule to
the  Master  Agreement  dated  as of the  ____  day of  _________,  ____ and the
Transaction  entered into  pursuant  thereto,  confirmed by  confirmation  dated
__________________   (the   "Agreement")   made  between   [Company  Name]  (the
"Counterparty") and The Bank of Nova Scotia.

         We have acted as counsel to the  Counterparty  in  connection  with the
preparation, execution and delivery of the Agreement. In that connection we have
examined such documents and  considered  such questions of law as we have deemed
necessary or appropriate for the opinion expressed herein.

         Based on the foregoing we are of the opinion that:

1.       The  Counterparty  is  duly  incorporated  and  organized  and  validly
         existing under the laws of its  jurisdiction of  incorporation  and has
         full power and  authority to execute and deliver the  Agreement  and to
         perform its obligations thereunder.

2.       The  execution,  delivery  and  performance  of  the  Agreement  by the
         Counterparty has been duly authorized by all necessary corporate action
         of the Counterparty and will not conflict with or result in a breach of
         the  articles  or by-laws  of the  Counterparty,  or of any  indenture,
         agreement or other document or instrument to which the  Counterparty is
         a party or by which it is bound or any order of any court or any law or
         regulation applicable to the Counterparty.

3.       All consents,  authorizations,  appropriations and approvals  requisite
         for the Counterparty's  due execution,  delivery and performance of the
         Agreement  have been duly  obtained and remain in full force and effect
         and no action  by,  and no notice  to or filing  with any  legislature,
         government,  governmental  authority or regulatory body is required for
         such execution, delivery or performance.

4.       The  Agreement  is  a  legal,  valid  and  binding  obligation  of  the
         Counterparty,  enforceable  against the Counterparty in accordance with
         its terms subject to the qualification  that the  enforceability of the
         Agreement may be limited by  bankruptcy,  insolvency  and other similar
         laws of general  application  affecting the  enforcement  of creditors'
         rights generally.

                                  Yours truly,