**EXHIBIT 10.28**

**RESIGNATION AND GENERAL RELEASE**

      **THIS RESIGNATION AND GENERALRELEASE (this****“Agreement”**), made as of the ___ day of December, 2005,by and between **John J. McDowell**, an individual (**“Mr. McDowell”**),and Apria Healthcare Group Inc., a Delaware corporation **(“Apria”**), is aresignation agreement which includes a general release of claims relating to Mr.McDowell’s past employment relationship with Apria. In consideration of the covenantsundertaken and the releases contained in this Agreement, Mr. McDowell and Apria agree asfollows:
    1.                 Mr. McDowell shall voluntarily resign from his position as an employee of Apria          and all of its affiliates and subsidiaries by executing **Exhibit A**          attached hereto, such resignation to be effective January 3, 2006. 

    2.                 Mr. McDowell shall return to Apria and shall not take or copy in any form or          manner any financial information, lists of customers, prices, and similar          confidential and proprietary materials or information of Apria. 

    3.                 In consideration of Mr. McDowell’s general release of claims, his          agreements in paragraphs 8 and 9 hereof and his other promises set forth herein,          Apria shall pay to Mr. McDowell the following amounts: 

              a.                 $483,927 in compensation, subject to standard withholding for federal and state          taxes, which shall be payable in accordance with Apria’s regular payroll          procedures pursuant to the following schedule: (i) $241,963.50 shall be          paid on July 7, 2006, and (ii) $241,963.50 shall be paid in 13          substantially equal installments over a 6-month period beginning on July 21,          2006; and 

              b.                 all earned but unpaid vacation and holiday pay and all salary amounts earned but          not yet paid, subject to standard withholding for federal and state taxes,          payable on or as soon as practicable after the effective date of resignation. 

    4.                 Neither this Agreement nor anything in this Agreement shall be construed to be          or shall be admissible in any proceeding as evidence of an admission by Apria or          Mr. McDowell of any violation of Apria’s policies or procedures, or state          or federal laws or regulations. This Agreement may be introduced, however, in          any proceeding to enforce the Agreement. Such introduction shall be pursuant to          an order protecting its confidentiality. 

    5.                 Except for (i) those obligations created by or arising out of this Agreement for          which receipt or satisfaction has not been acknowledged herein, (ii) any rights          Mr. McDowell may have under stock option or restricted stock purchase right          agreements with Apria and any retirement, 401(k), or similar benefit plans of          Apria, (iii) any bonus payment that may be payable to Mr. McDowell under          Apria’s 2005 Executive Bonus Plan, and (iv) the continuing right to          indemnification as provided by applicable law or in Apria’s bylaws and          articles of incorporation in connection with acts, suits or proceedings by          reason of the fact that he was an officer or employee of Apria where the basis          of the claims against him consists of acts or omissions taken or made in such          capacity, Mr. McDowell on behalf of himself, his descendants, dependents, heirs,          executors, administrators, assigns, and successors, and each of them, hereby          covenants not to sue and fully releases and discharges Apria, and its          predecessors, subsidiaries and affiliates, past and present, and each of them,          as well as its and their trustees, directors, officers, agents, attorneys,          insurers, employees, stockholders, representatives, assigns, and successors,          past and present, and each of them, hereinafter together and collectively          (including Apria) referred to as the **“Apria Releasees,”** with          respect to and from any and all claims, wages, demands, rights, liens,          agreements, contracts, covenants, actions, suits, causes of action, obligations,          debts, costs, expenses, attorneys’ fees, damages, judgments, orders and          liabilities of whatever kind or nature in law, equity or otherwise, whether now          known or unknown, suspected or unsuspected, and whether or not concealed or          hidden, which he now owns or holds or he has at any time heretofore owned or          held as against the Apria Releasees, arising out of or in any way connected with          his employment relationship with any Apria Releasee, or his voluntary          resignation from employment with the Apria Releasees or any other transactions,          occurrences, actions, omissions, claims, losses, damages or injuries whatsoever,          known or unknown, suspected or unsuspected, resulting from any act or omission          by or on the part of any Apria Releasee committed or omitted prior to the date          of this Agreement, including, without limiting the generality of the foregoing,          any claim under Title VII of the Civil Rights Act of 1964, the Age          Discrimination in Employment Act, the Americans with Disabilities Act, the          Family and Medical Leave Act of 1993, the Fair Employment Practices Act, the          Equal Pay Laws, the Workers’ Compensation Act, the Family and Medical Leave          Act, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the          United States Code, the Employee Retirement Income Security Act of 1974, the          California Fair Employment and Housing Act, the California Labor Code, the state          and federal Worker Adjustment and Retraining Notification Act, the California          Business and Professions Code, or any common law or statutory claim for fraud,          wrongful termination, violation of public policy or defamation, or any claim for          compensation, severance pay, bonus, sick leave, holiday pay, vacation pay, life          insurance, health or medical insurance or any other fringe benefit,          workers’ compensation or disability. 

      Except for those obligationscreated by or arising out of this Agreement for which receipt or satisfaction has not beenacknowledged herein, and except as provided below, Apria on behalf of itself and the ApriaReleasees (to the extent the matter in question arises on the basis of their relationshipto Apria) hereby acknowledges full and complete satisfaction of and releases anddischarges, and covenants not to sue, Mr. McDowell from and with respect to any and allclaims, agreements, obligations, losses, damages, injuries, demands and causes of action,known or unknown, suspected or unsuspected, whether or not concealed or hidden, arisingout of or in any way connected with Mr. McDowell’s employment relationship with anyApria Releasee or his voluntary resignation from employment with the Apria Releasees, orany other transactions, occurrences, actions, omissions, claims, losses, damages orinjuries whatsoever, known or unknown, suspected or unsuspected, which Apria now owns orholds or has at any time heretofore owned or held as against Mr. McDowell.
    6.                 It is the intention of Apria and Mr. McDowell in executing this Agreement that          the same shall be effective as a bar to each and every claim, demand and cause          of action hereinabove specified. In furtherance of this intention, Apria and Mr.          McDowell hereby expressly waive any and all rights and benefits conferred upon          them by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE and          expressly consent that this Agreement shall be given full force and effect          according to each and all of its express terms and provisions, including those          related to unknown and unsuspected claims, demands and causes of action, if any,          as well as those relating to any other claims, demands and causes of action          hereinabove specified. SECTION 1542 provides: 

      “A GENERAL RELEASE DOES NOTEXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVORAT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLYAFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” 
      Apria and Mr. McDowell, and each ofthem, acknowledge that either may hereafter discover claims or facts in addition to ordifferent from those which either or both of them now knows or believes to exist withrespect to the subject matter of this Agreement and which, if known or suspected at thetime of executing this Agreement, may have materially affected this settlement.Nevertheless, Apria and Mr. McDowell each hereby waive any right, claim or cause of actionthat might arise as a result of such different or additional claims or facts. Apria andMr. McDowell each acknowledge that it or he understands the significance and consequenceof such release and such specific waiver of SECTION 1542.
    7.                 The terms and conditions of this Agreement shall remain confidential as between          the parties and professional advisers to the parties and neither of them shall          disclose them to any other person, except as provided herein or as required by          the rules and regulations of the Securities and Exchange Commission          (“SEC”) or as otherwise may be required by law or court order. Without          limiting the generality of the foregoing, neither Apria nor Mr. McDowell will          respond to or in any way participate in or contribute to any public discussion          concerning, or in any way relating to, the execution of this Agreement or the          events which led to its execution. Except as provided above with respect to SEC          rules and regulations or as otherwise may be required by law or court order, if          inquiry is made of Apria concerning any of the claims released by this Agreement          or relating to Mr. McDowell’s employment with Apria, Apria shall provide to          third parties Mr. McDowell’s dates of employment with Apria and its          predecessors and his job titles during such employment, in accordance with the          normal practices of Apria’s human resources department. 

    8.                 Mr. McDowell will continue to keep confidential all confidential and proprietary          Apria information, as required by Section 10 of the Executive Severance          Agreement dated April 23, 2004 between Mr. McDowell and Apria. In this regard,          Mr. McDowell acknowledges the continuing effectiveness, in accordance with their          respective terms, of Sections 9 (Soliciting Employees), 10 (Confidential          Information) and 15 (Arbitration) of said Executive Severance Agreement. 

    9.                 Mr. McDowell expressly promises and agrees, in exchange for the payments by          Apria specified in paragraph 3(a) hereof, that: 

              a.                 For a period of one year following the date set forth in paragraph 1 hereof, he          will not enter business or work with or for, whether as an employee, consultant          or otherwise, any business, individual, partnership, firm, corporation or other          entity then in competition with the business of Apria or any of its          subsidiaries, if such business or work would involve the disclosure by Mr.          McDowell of Apria’s protectable trade secrets or confidential information;          and 

              b.                 For a period of one year following the date set forth in paragraph 1 hereof, he          will not influence or attempt to influence customers or patients of Apria 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 Apria, or          any of its subsidiaries, where the identity of the customer or patient, or any          information concerning the relationship between the customer or patient and          Apria, is a protectable trade secret or confidential information of Apria. 

              c.                 Mr. McDowell expressly acknowledges and agrees that if Apria has a reasonable          good faith belief that he is in violation of any of his agreements in the above          paragraphs 8, 9(a) or 9(b), then Apria, following written notice to Mr. McDowell          explaining the basis for its belief, may suspend any future payments or credits          scheduled to be made under paragraph 3(a) hereof, unless and until Mr. McDowell          establishes to Apria’s reasonable good faith satisfaction that no such          violation has occurred. 

    10.                 Mr. McDowell expressly acknowledges and agrees that, by entering into this          Agreement, he is waiving any and all rights or claims that may have arisen under          the Age Discrimination in Employment Act of 1967, as amended, which have arisen          on or before the date of execution of this Agreement. Mr. McDowell further          expressly acknowledges that: 

              a.                 He is hereby advised in writing by this Agreement to consult with an attorney          before signing this Agreement; 

              b.                 He was given a copy of this Agreement on November 30, 2005, and informed that he          had 21 days within which to consider the Agreement, although he is free to          accept this Agreement anytime within that 21-day period; 

              c.                 He was informed that he has seven days following the date of his execution of          this Agreement in which to revoke the Agreement, which revocation may be          effected by means of a written notice sent to the General Counsel of Apria at          Apria’s corporate headquarters; and 

              d.                 Apria and Mr. McDowell agree that this Agreement will not become effective or          enforceable until the seven-day revocation period has expired without his having          revoked this Agreement. 

    11.                 Apria and Mr. McDowell each warrant and represent that neither has heretofore          assigned or transferred to any person not a party to this Agreement any released          matter or any part or portion thereof and each shall defend, indemnify and hold          harmless the other from and against any claim (including the payment of          attorneys’ fees and costs actually incurred whether or not litigation is          commenced) based on or in connection with or arising out of any such assignment          or transfer made, purported or claimed. 

    12.                 Apria and Mr. McDowell acknowledge that any employment or contractual          relationship between them (including with any other Apria Releasee) will          terminate on January 3, 2006, that they have no further employment or          contractual relationship except as may arise out of this Agreement and that Mr.          McDowell waives any right or claim to reinstatement as an employee of any Apria          Releasee and will not seek employment in the future with Apria, unless by mutual          consent. 

    13.                 Mr. McDowell agrees that he shall be exclusively liable for the payment of all          of his share of federal and state taxes which may be due as the result of the          consideration received from the settlement of disputed claims as set forth          herein. 

    14.                 Mr. McDowell agrees that (i) he will, at no cost to him, cooperate with any          reasonable request Apria may make for information or assistance with respect to          any matter involving Mr. McDowell during his period of employment and (ii) he          will not at any time, directly or indirectly, disparage Apria or take any action          with the intention of injuring Apria’s business or prospects. Apria, on          behalf of itself and the Apria Releasees, agrees that it will use its best          efforts to cause its officers and directors not to disparage Mr. McDowell in any          manner. 

    15.                 This Agreement is an integrated document and constitutes and contains the entire          agreement and understanding concerning Mr. McDowell’s employment, voluntary          resignation from the same and the other subject matters addressed herein between          the parties, and supersedes and replaces all prior negotiations and all          agreements, proposed or otherwise, whether written or oral, concerning the          subject matter hereof, and expressly releases all Apria Releasees from any          obligations not covered herein, including, but not limited to Apria’s          Severance Pay Plan and, except as provided in the last sentence of paragraph 8          above, the Executive Severance Agreement, dated April 23, 2004, between Mr.          McDowell and Apria. This Agreement does not, however, affect Mr. McDowell’s          rights under any Apria retirement, 401(k), or similar benefit plan. This          Agreement also does not modify the provisions of any of Mr. McDowell’s          stock options or restricted stock purchase rights. 

    16.                 If any provision of this Agreement or the application thereof is held invalid,          the invalidity shall not affect the other provisions or applications of this          Agreement which can be given effect without the invalid provisions or          applications and to this end the provisions of this Agreement are declared to be          severable. 

    17.                 This Agreement has been executed and delivered by Mr. McDowell within the State          of California, and the rights and obligations of the parties hereunder shall be          construed and enforced in accordance with, and governed by, the laws of the          State of California without regard to principles of conflict of laws. 

    18.                 This Agreement may be executed in counterparts, and each counterpart, when          executed, shall have the efficacy of a signed original. Photographic copies of          such signed counterparts may be used in lieu of the originals for any purpose. 

    19.                 Any dispute or controversy between Mr. McDowell on the one hand, and Apria (or          any other Apria Releasee), on the other hand, in any way arising out of, related          to, or connected with this Agreement or the subject matter hereof, or otherwise          in any way arising out of, related to, or connected with Mr. McDowell’s          employment with any Apria Releasee or the termination of Mr. McDowell’s          employment with any Apria Releasee, shall be submitted for resolution by          arbitration in accordance with the provisions of Section 15 of the Executive          Severance Agreement between the parties dated as of April 23, 2004. APRIA AND          MR. MCDOWELL ACKNOWLEDGE, UNDERSTAND AND AGREE THAT IN THE EVENT OF A DISPUTE          UNDER THIS AGREEMENT, EACH PARTY HAS WAIVED ANY RIGHT TO A JURY TRIAL AND A          JUDICIAL RESOLUTION OF THE DISPUTE. 

    20.                 No waiver of any breach of any term or provision of this Agreement shall be          construed to be, or shall be, a waiver of any other breach of this Agreement. No          waiver shall be binding unless in writing and signed by the party waiving the          breach. 

    21.                 In entering this Agreement, the parties represent that they have relied upon the          advice of their attorneys, who are attorneys of their own choice, and that they          have read the Agreement and have had the opportunity to have the Agreement          explained to them by their attorneys, and that those terms are fully          understood and voluntarily accepted by them. 

    22.                 All parties agree to cooperate fully and to execute any and all supplementary          documents and to take all additional actions that may be necessary or          appropriate to give full force to the terms and intent of this Agreement and          which are not inconsistent with its terms. 

    23.                 Mr. McDowell hereby declares as follows: 

      I, John J. McDowell, herebyacknowledge that I was given 21 days to consider the foregoing Agreement and voluntarilychose to sign the Agreement prior to the expiration of the 21-day period. 
      I have read the foregoing Agreementand I accept and agree to the provisions it contains and hereby execute it voluntarilywith full understanding of its consequences. 
      I declare under penalty of perjuryunder the laws of the State of California that the foregoing is true and correct. 
      IN WITNESS WHEREOF, the undersignedhave executed and delivered this Agreement this ___ day of December, 2005.