Exhibit 10.24

EXECUTIVE SEVERANCE AGREEMENT

This
Executive Severance Agreement (this Agreement) is made as of this ___ day of
_______, 200__, between Apria Healthcare Group Inc., a Delaware corporation (the
Company), and William Jeffrey Ingram (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/her employment is terminated by the Company without Cause (as defined
 below) or in the event that he/she 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, 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, for any reason or no reason, and with or without cause.
 The Company may also change the title or titles assigned to the Executive at any
 time, for any reason or no reason, and with or without cause. The Executive
 agrees to devote substantially all of his/her working time and efforts to the
 business and affairs of the Company. The Executive further agrees that he/she
 shall not undertake any outside activities which create a conflict of interest
 with his/her duties to the Company, or which, in the judgment of the Chief
 Executive Officer or 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/her 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, change such salary on a prospective basis at any time.

b.    
 Bonus. The Executive shall be entitled to participate in the Executive
 Bonus Plan or such other bonus plans applicable to his/her position as may 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 without
 the consent of the Executive in accordance with the terms of such bonus plans.

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
  without the consent of the Executive.

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, the deferred compensation plan and any other 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; provided, however, that nothing herein shall
entitle the Executive to any specific awards under the Companys equity
compensation plans or other discretionary employee benefit plans. The parties to
this Agreement recognize that the Company may terminate or modify such plans,
programs or arrangements at any time without the consent of the Executive.

3.    
 Grounds for Termination. The Executives employment may be
 terminated by the Company or Executive at any time, for any reason or no reason,
 with or without Cause or Good Reason (as such terms are defined below), and
 except as expressly provided herein, with or without any advance notice.
 Executives employment may end for any one of the following reasons:

a.    
Without Cause or Good Reason. The Executive or the Company may terminate
the Executives employment at any time, without Cause (in the case of the
Company) or for Good Reason (in the case of Executive), by giving the other
party to this Agreement at least thirty (30) days advance written notice of such
termination.

b.    
Death. The Executives employment hereunder shall terminate upon
his/her 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/her 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/her
duties hereunder on a full-time basis (a disability), the Company
may terminate the Executives employment on account of such disability.

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 (i) engaged in or
 committed willful misconduct; (ii) engaged in or committed theft, fraud or other
 illegal conduct; (iii) refused or demonstrated an unwillingness to
 substantially perform his/her duties 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/her duties; (iv) refused or demonstrated an unwillingness to reasonably
 cooperate in good faith with any Company or government investigation or provide
 testimony therein (other than such failure resulting from the Executives
 disability); (v) engaged in or committed insubordination; (vi) engaged
 in or committed any willful act that is likely to and which does in fact have
 the effect of injuring the reputation or business of the Company;
 (vii) violated any fiduciary duty; (viii) violated Executives
 duty of loyalty to the Company; (ix) violated the Companys Code of
 Ethical Business Conduct; (x) used alcohol or drugs (other than drugs
 prescribed to the Executive by a physician and used by the Executive for their
 intended purpose for which they had been prescribed) in a manner which
 materially and repeatedly interferes with the performance of his duties
 hereunder or which has the effect of materially injuring the reputation or
 business of the Company; or (xi) engaged in or committed a breach of any
 term of this Agreement. For purposes of the above clauses (i) and (vi) 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/her without
 reasonable belief that his/her 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.

e.    
Resignation for Good Reason. Executive may resign on account of Good
Reason (as defined below).

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 Sections 3(b), (c) and (d) of this
 Agreement, or in the event that the Executive terminates his/her employment
 hereunder with Good Reason as defined in Section 4(c) of this Agreement, the
 Executive shall be entitled to receive severance pay in an aggregate amount
 equal to 100% of his/her Annual Compensation, which shall be paid, subject to
 Section 11, in periodic installments in accordance with the Companys
 customary payroll practices 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 and continued compliance with the restrictive covenants described in
 Sections 7-9 below. 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/her termination, plus the sum of (i) an
amount equal to the average of the Executives two most recent annual
bonuses, if any, received 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. The following rules shall apply solely for purposes of
calculating Annual Compensation under this Agreement in the event the Executive
has been employed by the Company for a period which does not include two full
annual bonus cycles.

|(i) |  | In the event the Executives annual bonus for either of the two years in
               question was a prorated bonus due to the Executive having worked a partial year,
               the Executives prorated bonus or bonuses shall be recalculated to reflect
               the target bonus the Executive would have received had the Executive worked for
               the entire year.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) |  | In the event the Executive has been employed by the Company for less than one
               year and for that reason has not yet received an annual bonus, then the
               Executives average annual bonus shall be deemed to be 100% of the
               Executives annual base salary rate as of the date of the Executives
               employment with the Company.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) |  | In the event the Executive has been employed for less than two full annual bonus
               cycles and only one annual bonus has been calculated for the Executive, then the
               amount of that annual bonus shall be deemed to be the average of the
               Executives annual bonuses.
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

c.    
 Good Reason. For purposes of this Section 4 the term Good
 Reason means the occurrence of any of the following, without the written
 consent of the Executive, unless such event is rescinded within ten (10)
 business days after Executive notifies the Company that Executive objects
 thereto:

|(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 executive 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, except in connection with a relocation of the Companys
               principal executive offices;
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

provided, however, that Good
Reason shall cease to exist for an event on the 60th day following the
earlier of the Companys written notice of the change to the Executive or the
Executives becoming aware thereof, unless the Executive has given the Company
written notice of his/her objection thereto prior to such date.

(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)    
 No Mitigation or Offset. Notwithstanding anything herein to the contrary,
 the amount of any payment or benefit provided for in this Section 4 shall
 not be reduced, offset or subject to recovery by the Company or any of its
 subsidiaries or affiliates by reason of any compensation earned by the Executive
 as the result of employment by another employer after the Executives
 employment with the Company terminates for any reason. In addition, the
 Executive shall be under no obligation to seek other employment or to take any
 other actions to mitigate the amounts payable under this Section 4.

(f)    
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/her
termination and in compliance with the Companys reimbursement policies,
any unpaid salary for days worked prior to the termination, all other amounts
accrued or earned by the Executive through the date of termination under the
then existing plans and policies of the Company, and any amounts owing in
respect of the Companys indemnification obligations to the Executive.

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, 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/she would be entitled to hereunder if he/she terminated his/her
 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/her hereunder if he/she 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 personally, by telecopy,
 telex or other form of written electronic transmission, by overnight courier or
 by registered or certified mail, postage prepaid, or mailed by United States
 certified or registered mail, return receipt requested, postage prepaid,
 addressed as follows:

If to the Executive:

         William Jeffrey Ingram 
         13710 Falba 
         Houston, Texas 77070

         If to the Company:

         Apria Healthcare Group Inc.
         26220 Enterprise Court
         Lake Forest, California 92630
         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; Noncompetition.

(a)    
 The Executive promises and agrees that, during the period of his/her employment
 by the Company and for a period of one year thereafter, he/she will not
 influence or attempt to influence customers or patients 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, where the identity of the customer or
 patient, or any information concerning the relationship between the customer or
 patient and the Company, is a trade secret or other Confidential Material (as
 defined below).

(b)    
In order avoid the disclosure by the Executive of the Companys trade
secrets or other Confidential Material, the Executive promises and agrees that,
during the period of his/her employment by the Company and for a period of one
year thereafter, he/she will not enter business or work with or for, whether as
an employee, consultant or otherwise, any of the following corporations or their
respective subsidiaries or affiliates: Lincare Holdings, Inc.; Rotech
Healthcare, Inc.; American HomePatient, Inc.; Coram Healthcare Corporation;
Option Care, Inc.; Pacific Pulmonary Services Corporation; LifeCare Solutions,
Inc.; or the home healthcare operation of Air Products & Chemicals, Inc. or
Praxair, Inc.

(c)    
 The Executive expressly acknowledges and agrees that if the Company has a
 reasonable good faith belief that he/she is in violation of any of the
 restrictive covenants set forth in this Section 7, then the Company,
 following written notice to the Executive explaining the basis for its belief,
 may suspend any future payments scheduled to be made pursuant to Section 4,
 unless and until the Executive establishes to the Companys reasonable good
 faith satisfaction that no such violation has occurred. In addition, the Company
 and the Executive acknowledge and agree that such cessation of payments shall be
 the Companys sole and exclusive remedy of any breach by the Executive of
 any of the restrictive covenants set forth in this Section 7.

8.    
Soliciting Employees. The Executive promises and agrees that, for a
period of one year following termination of his/her employment, he/she 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/her own
employment to work for any other business, individual, partnership, firm,
corporation, or other entity.

9.    
Confidential Information.

(a)    
The Executive, in the performance of his/her 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/her 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/she shall not engage in unfair competition either during the time
employed by the Company or any time thereafter.

10.    
 Parachute Limitation. Notwithstanding any other provision of this
 Agreement, the Executive shall not have any right to receive any payment or
 other benefit under this Agreement, any other agreement, or any benefit plan if
 such right, payment or benefit, taking into account all other rights, payments
 or benefits to or for the Executive under this Agreement, all other agreements,
 and all benefit plans, would cause any right, payment or benefit to the
 Executive under this Agreement to be considered a parachute payment
 within the meaning of Section 280G(b)(2) of the Internal Revenue Code as
 then in effect (a Parachute Payment). In the event that the receipt
 of any such right or any other payment or benefit under this Agreement, any
 other agreement, or any benefit plan would cause the Executive to be considered
 to have received a Parachute Payment under this Agreement, then the Executive
 shall have the right, in the Executives sole discretion, to designate
 those rights, payments or benefits under this Agreement, any other agreements,
 and/or any benefit plans, that should be reduced or eliminated so as to avoid
 having the right, payment or benefit to the Executive under this Agreement be
 deemed to be a Parachute Payment.

11.    
Effect of Section 409A of the Code. Notwithstanding anything to the
contrary in this Agreement, if the Company determines (a) that on the date
the Executives employment with the Company terminates or at such other
time that the Company determines to be relevant, the Executive is a
specified employee (as such term is defined under Section 409A)
of the Company and (b) that any payments to be provided to the Executive
pursuant to this Agreement are or may become subject to the additional tax under
Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed
under Section 409A of the Code (Section 409A Taxes) if
provided at the time otherwise required under this Agreement then (i) such
payments shall be delayed until the date that is six months after date of the
Executives separation from service (as such term is defined
under Section 409A of the Code) with the Company, or such shorter period
that, as determined by the Company, is sufficient to avoid the imposition of
Section 409A Taxes (the Payment Delay Period) and
(ii) such payments shall be increased by an amount equal to interest on
such payments for the Payments Delay Period at a rate equal to the prime rate in
effect as of the date the payment was first due plus one point (for this
purpose, the prime rate will be based on the rate published from time to time in
the Wall Street Journal).

12.    
 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.

13.    
 Severability. The provisions of this Agreement are severable and in the
 event that a court of competent jurisdiction determines that any provision of
 this Agreement is in violation of any law or public policy, in whole or in part,
 only the portions of this Agreement that violate such law or public policy shall
 be stricken. All portions of this Agreement that do not violate any statute or
 public policy shall not be affected thereby and shall continue in full force and
 effect. Further, any court order striking any portion of this Agreement shall
 modify the stricken terms as narrowly as possible to give as much effect as
 possible to the intentions of the parties under this Agreement.

14.    
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.

15.    
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 8 or 9 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/her 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. Each party shall pay its own attorneys fees and
costs. If any party prevails on a statutory claim which affords attorneys
fees and costs, the arbitrator may award reasonable attorneys fees and/or
costs to the prevailing party. The fees and expenses of the arbitrator and the
arbitration shall be borne by the Company.

16.    
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:  Lawrence M. Higby
        
Title:   Chief Executive Officer

EXECUTIVE
By:  _________________________________
        
Name:  William Jeffrey Ingram
        
Title:   Executive Vice President, Sales
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------