EXHIBIT 10.17


                          EXECUTIVE SEVERANCE AGREEMENT


     This Executive  Severance  Agreement (this  "Agreement") is made as of this
28th  day of June,  1997,  between  Apria  Healthcare  Group  Inc.,  a  Delaware
corporation (the "Company"), and Lawrence Mastrovich (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:

     Lawrence Mastrovich
     119 Surrey Drive
     Canonsburg, PA 15317

     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:  Lawrence Mastrovich