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Exhibit 10.6
 NationsHealth,
Inc.  2005 Long-Term Incentive
Plan
 Restricted
Stock Agreement
 NATIONSHEALTH, INC.
 
 Date of Award
    
    ____________ , 20 ______Participants Name
    
    ________________________________________________ SSN ____________Number of Shares
    

_______________ SharesRestrictions
    
    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. ___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________.Lifting of Restrictions
(Check
applicable
box(es))
    
    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.Performance
Objectives
(Subject to Section 4.3
of the Plan
    
    _________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________.
 Percent
    
    
    
    PercentDate
    
    Vested*
    
    Date
    
    Vested*Vesting Schedule(The Period of
Restriction shall be
deemed to have ended
with respect to Shares
that have vested.)
    
    __________________
__________________
__________________
    
    __________________%
__________________%
__________________%
    
    __________________
__________________
__________________
    
    __________________%
__________________%
__________________%
  
 Cash Dividends
    
    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.
 
 My signature at the end of this Agreement indicates that I understand and agree to the terms
and conditions set forth in this Agreement and the Plan. Initials: _________ Date:__________________




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Restricted
Stock Agreement
   
 Definitions and thePlan
    
    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.Number of Shares
    
    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.Rights of the
Participant as
Shareholder
    
    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.Period ofRestriction
    
     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.
 
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Vesting andPayment
    
    The Period of Restriction shall end,
the restrictions shall be lifted,
and the Shares with respect to which
all restrictions have been lifted
(and any cash distributions that
were subject to the same
restrictions) shall be delivered to
you as soon as practicable after the
applicable criteria are satisfied
(as certified by the Committee in
writing, with respect to Performance
Objectives). Subject to the
Restrictions on Delivery and Resale
set forth below, the restrictions
shall be lifted and the Shares (and
related cash distributions) shall be
delivered no later than 21/2 months
after the end of the Tax Year in
which the criteria are satisfied.Forfeiture
    
    If (i) your Termination of Service
occurs before the end of the Period
of Restriction with respect to some
or all of the Shares awarded under
this Agreement, or (ii) the
Performance Objectives with respect
to any Shares are not satisfied
before the end of the period during
which such Performance Objectives
must be achieved, then the Shares
shall be forfeited to the Company.Withholding
    
    If you received the Restricted Stock
as an employee, the Company
ordinarily must withhold income and
employment taxes when the
restrictions on any Shares are
lifted. The Company may either (i)
require you to remit to the Company
cash and/or Shares in an amount
sufficient to satisfy all federal,
state, and local withholding
obligations or (ii) upon your
request and with approval from the
Committee, forfeit Shares that would
otherwise be become unrestricted.As set forth in Section 10.7(a) of
the Plan, you remain responsible at
all times for paying any federal,
state, and local income and
employment taxes with respect to
this Award. NationsHealth is not
responsible for any liability or
penalty that you incur by failing to
make timely payments of tax.Section 83(b)Election
    
    You may make an election (called a
Section 83(b) election to be taxed
on the Fair Market Value of the
Shares when the Restricted Stock is
granted to you (rather than being
taxed when the Restricted Stock
vests). You must file the Section
83(b) election with the IRS within
30 days after the date of the award
set forth in the cover page. A
sample Section 83(b) election form
is attached as Appendix A.Please refer to the Plans
prospectus and consult your tax
adviser for more information about
the consequences of making a Section
83(b) election.Nontransferability
    
    Unless the Committee determines
otherwise, you may not transfer the
Shares awarded under this Agreement.Restrictions onDelivery and Resale
    
     Restrictions on any Shares
shall not be lifted and you may not
sell any Shares awarded under this
Agreement at a time when lifting the
restrictions or sale of the Shares
would be prohibited under Applicable
Laws. As set forth in Section 10.5
of the Plan, the Period of
Restriction shall not end and Shares
shall not be delivered until (i) all
conditions of the Award have been
met to the satisfaction of the
Committee, (ii) all other legal
matters in connection with lifting
the restrictions and delivery of the
Shares have been satisfied, and
(iii) you have executed and
delivered all representations and
agreements as are necessary and
appropriate to satisfy the
requirements of any Applicable Laws. As set forth in Section 10.6
of the Plan, the Company shall not
be liable for any delay caused by
the inability to obtain regulatory
authority that it deems necessary to
lift restrictions or deliver Shares.
 
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Lock-up Provision
    
    If the Company proposes to make a
public offering of Shares, the
Company or an underwriter might
request that you not sell or
otherwise dispose (directly or
indirectly) of Shares delivered
under this Agreement for a
reasonable period (not to exceed 180
days) after the offering. Your
right to any Shares received under
this Agreement is contingent on your
agreeing to comply with such a
request.Notices
    
     Any notice from you to the
Company must be in writing and shall
be deemed effective when it is
received by the Secretary of the
Company at the Companys principal
office. Any notice from the Company
to you must be in writing and shall
be deemed effective when it is
personally delivered to you or when
it is deposited in the U.S. Mail,
with postage and fees prepaid.Not an EmploymentContract
    
    This Agreement is not an employment
agreement and does not give you any
right to continued employment (or
other service relationship) with the
Company or an Affiliate. Unless
provided otherwise in a written
agreement between you and the
Company or an Affiliate, your
employment (or other service
relationship) is at-will and may
be terminated at any time and for
any reason.Amendment
and Termination
    
    This Agreement may be amended or
terminated by mutual agreement, in
writing, signed by you and the
Company. To the extent required to
comply with an Applicable Law or
accounting principle, this Agreement
may be amended by the Company
without your consent. In addition,
as set forth in Section 11.5 of the
Plan, the Committee reserves the
right to adjust the terms of this
Agreement in connection with any
unusual or nonrecurring events
affecting the Company or an
Affiliate. By way of example, the
Company may respond to an unusual or
nonrecurring event by delaying the
time when restrictions with respect
to Shares will be lifted.Governing
Law
    
    As set forth in Section 12.2 of the
Plan, this Agreement shall be
governed by and interpreted in
accordance with Delaware law
(without regard to any principles of
Delaware law that might direct
resolution to the laws of a
different jurisdiction).Severability
    
    As set forth in Section 12.5 of the
Plan, any provision in this
Agreement that is determined to be
unenforceable shall be construed or
deemed to be amended to resolve the
applicable infirmity, unless the
Committee determines that the
infirmity cannot be resolved without
materially changing the Agreement,
in which case the provision shall be
stricken (as it applies in the
jurisdiction where it is invalid)
and the remainder of Agreement shall
remain in effect.Waiver
    
    The waiver by you or the Company of
any provision of this Agreement at
any time or for any purpose shall
not operate as or be construed to be
a waiver of the same or any other
provision of this Agreement at any
subsequent time or for any other
purpose.Interpretation andConstruction
    
    This Agreement shall be construed
and interpreted by the Committee, in
its sole discretion. Any
interpretation or other
determination by the Committee
(including without limitation
correction of any defect or omission
and reconciliation of any
inconsistency in the Agreement or
the Plan) shall be binding and
conclusive.
 
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Headings
    
    The headings in this Agreement are
provided solely as a convenience to
facilitate reference. The headings
shall not be relevant for purposes
of construing or interpreting any
part of this Agreement.EntireUnderstanding
    
    This Agreement and the Plan
constitute the entire understanding
between the Participant and the
Company regarding this Option. Any
prior agreements, commitments, or
negotiations concerning this Option
are superseded.
 
 NationsHealth, Inc.By: ________________________________Title: ________________________________  ______________________________
Participants Signature
______________________________
Participants Name (please print) -5-




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NationsHealth, Inc.  2005 Long-Term Incentive Plan
 Appendix A:  Sample Section 83(b) Election
 1. Nature of Election.
 2. Identity of Taxpayer.
 
   3.
Description of Property.
 4.
Date of Award.
 5. Taxable Year of Election.
 6. Nature of Restrictions.
  7. Fair Market Value of Property.
 8.
Amount Paid for Property.
 9. Statement to Employer.
 Date: ______________________________
    
    Signature: ______________________________
 not later than 30 days NationsHealth, Inc.
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