NATIONSHEALTH, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT

____________ , 20 ______

________________________________________________ SSN ____________

_______________ Shares

Until the Period of Restriction ends, the Shares awarded under this Agreement shall be subject to the following restrictions

• The Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated.

• _________________________________________________________________________________

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The Period of Restriction with respect to _________ Shares shall end upon achievement of the Performance Objectives listed below.

The Period of Restriction with respect to _________ Shares shall follow the Vesting Schedule below.

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Percent

Percent

Date

Vested ^*

Date

Vested ^*

Vesting Schedule

__________________

__________________

__________________

__________________%

__________________%

__________________%

__________________

__________________

__________________

__________________%

__________________%

__________________%

Any dividends or distributions that are paid in cash with respect to the Shares shall:

be subject to the same restrictions as the Shares, and shall be subject to forfeiture until
the restrictions with respect to the Shares have ended.

be unrestricted and paid as soon as practicable after the dividend or distribution date.

All capitalized terms that are not otherwise defined in this Agreement have the meanings set forth in the Plan, the text of which is incorporated into this Agreement by reference. In case of any conflict between this Agreement and the Plan, the terms of the Plan shall control.

Pursuant to this Agreement, you will become the owner of record of the number of Shares set forth in the cover page. The number of Shares may be adjusted to reflect a stock split or other corporate transaction or event, in the sole discretion of the Committee.

All Shares issued under this Agreement shall be held by the Company in escrow until the Period of Restriction ends and the restrictions set forth in the cover page are lifted.

As the owner of record of the Shares, you have all rights of a shareholder of the Company, including without limitation the right to vote, the right to receive dividends payable either in Shares or cash, and the right to receive Shares in any recapitalization of the Company; but your rights are subject to the restrictions set forth in the cover page.

• If you receive any additional Shares by reason of being the holder of Shares issued or transferred under this Agreement (for example, as a result of a stock dividend), those additional Shares shall be treated as all other Shares issued under this Agreement are treated. The additional Shares shall be held by the Company in escrow and shall be subject to the terms and conditions of this Agreement.

• If you receive a dividend or other distribution in cash, the dividend or other distribution shall either be (i) subject to the restrictions that apply to the Shares until the restrictions are lifted or (ii) distributed as soon as practicable after the dividend distribution date, as set forth in the cover page.

• All Shares issued under this Agreement are subject to the restrictions described in the cover page until the Period of Restriction ends.

• The cover page indicates whether the Period of Restriction (i) ends upon achievement of the Performance Objectives set forth in the cover page and/or (ii) follows the Vesting Schedule set forth in the cover page.

 Ø  With respect to any Shares for which the Period of Restriction follows the Vesting Schedule set forth in the cover page, a leave of absence shall not count as service, except as required by law.

 Ø  With respect to any Shares for which the Period of Restriction ends upon achievement of Performance Objectives, the Period of Restriction shall not end until the Committee certifies in writing that the applicable Performance Objectives and other material terms of the Agreement have been satisfied.

• In addition, the Period of Restriction shall end upon the occurrence of any vesting event (for example, onset of disability or a change in control) set forth in a separate written agreement between you and the Company.

The Period of Restriction shall end, the restrictions shall be lifted, and