1.

Acknowledgements by the Executive . The Executive acknowledges that:

(a)

In carrying out his duties and responsibilities to the Company, the Executive is a member of the Company’s senior executive management and participates in formulating and implementing business plans and policies that are and will continue to be essential to the Company’s competitive success;

(b)

These activities require relationships of trust and confidence between the Executive and the Company’s other officers and the Company’s directors;

(c)

The Executive, in the performance of his duties on behalf of the Company, will have access to, will receive, and will 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 owned 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 made available to the Executive in confidence;

(d)

The Executive’s employment with a competitor of the Company within a reasonable time following the termination of his employment with the Company would create a substantial likelihood that the Executive would inevitably disclose or use, to the detriment of the Company, such Confidential Information, and that it is essential to the Company’s legitimate business interests and also to free and fair competition in the industry within which the Company does business, to protect the Company’s Confidential Material from disclosure;

(e)

The risk of inevitable disclosure is particularly applicable to any such employment by the Executive in a similar senior position with those competitors of the Company that are similar in operation, service, missions and markets to the Company (“Principal Competitors”), and that as of the date of this Agreement the Principal Competitors are: Lincare Holdings, Inc.; Rotech Healthcare, Inc.; American HomePatient, Inc.; Coram Healthcare Corporation; Option Care, Inc.; Pacific Pulmonary Services Corporation; LifeCare Solutions, Inc.; and the home healthcare businesses of Air Products & Chemicals, Inc. and Praxair, Inc. and their parent, affiliated and subsidiary companies; and

(f)

Following a change in ownership or control of the Company, there is a heightened risk that the Executive’s employment by a Principal Competitor could cause substantial harm to the Company as a result of the inherent instability of any enterprise following a change in ownership or control.

2.

Noncompetition Agreement . The Executive hereby acknowledges, represents, warrants and covenants that:

(a)

In order avoid the disclosure by the Executive of the Company’s trade secrets or other Confidential Material to those businesses that could most adversely affect the performance of the Company, the Executive promises and agrees that, during the period of his employment by the Company and, in the event that the Executive’s employment terminates within the period that (i) begins with the first to occur of (1) the initial public announcement of a Change of Control (as defined in the Employment Agreement), or (2) the 90th day preceding a Change of Control and (ii) ends two years following such Change of Control, for a period of one year thereafter (the “Post-Termination Period”), he will not enter business with or work with or for, whether as an employee, consultant or otherwise, any Principal Competitor.

(b)

During the term of his employment and during the Post-Termination Period, the Executive will not influence or attempt to influence customers, patients, or referral sources of the Company or any of its present or future subsidiaries or affiliates, either directly or indirectly, to divert their business to any Principal Competitor.

3.

Agreement to Compensate the Executive .

(a)

The parties agree that, in the event that within the period that (i) begins with the first to occur of (1) the initial public announcement of a Change of Control (as defined in the Employment Agreement), or (2) the 90th day preceding a Change of Control and (ii) ends two years following such Change of Control, the Executive’s employment is terminated by the Company for any reason other than disability or Cause (as defined in the Employment Agreement), or in the event that the Executive terminates his employment with the Company with Good Reason (as defined in the Employment Agreement) during said period, the Executive shall be entitled to receive payments that equal $750,000 in the aggregate, it being understood that (A) such payments are intended to compensate the Executive fully for the performance of the covenants of the Executive during the Post-Termination Period provided in Section 2 above, and (B) the Executive is not entitled to receive any payments under this Section 3 in the event the Executive’s employment is terminated other than under one of the circumstances described in this Section 3(a).

(b)

The payment payable to the Executive pursuant to Section 3(a) above shall be divided into thirteen (13) equal installments and paid bi-weekly over the twenty-six (26) week period be