EXHIBIT 10.18

APRIA HEALTHCARE GROUP INC.
2003 PERFORMANCE INCENTIVE PLANRESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK
AWARD AGREEMENT (this Award Agreement) is dated as of
_______________, 20____ (the Award Date) by and between Apria
Healthcare Group Inc., a Delaware corporation (the Corporation), and
___________________________ (the Participant).

W I T N E S S E T H

WHEREAS, pursuant
to the Apria Healthcare Group Inc. 2003 Performance Incentive Plan (the
Plan), the Corporation hereby grants to the Participant, effective as
of the date hereof, a restricted stock award (the Award), upon the
terms and conditions set forth herein and in the Plan.

NOW THEREFORE, in
consideration of services rendered and to be rendered by the Participant, and the mutual
promises made herein and the mutual benefits to be derived therefrom, the parties agree as
follows:

1.     Defined Terms.   
          Capitalized terms used herein and not
          otherwise defined herein shall have the meaning assigned to such terms in the
          Plan.

2.     Grant.   Subject to the terms
          of this Award Agreement,
          the Corporation hereby grants to the Participant an Award with respect to an
          aggregate of ________________________ restricted shares of Common Stock of the Corporation
          (the Restricted Stock).

3.     Vesting.   Subject to Section 8 below, the Award shall
          vest, and restrictions (other than those set forth in Section 8.1 of the
          Plan) shall lapse, with respect to one-third of the total number of shares of
          Restricted Stock (subject to adjustment under Section 7.1 of the Plan) on
          each of the first, second and third anniversaries of the Award Date. The
          Board reserves the right to accelerate the vesting of the Restricted Stock in
          such circumstances as it, in its sole discretion, deems appropriate and any such
          acceleration shall be effective only when set forth in a written instrument
          executed by an officer of the Corporation.

4.     Continuance of Employment.   
          The vesting schedule
          requires continued employment or service through each applicable vesting date as
          a condition to the vesting of the applicable installment of the Award and the
          rights and benefits under this Award Agreement. Partial employment or service,
          even if substantial, during any vesting period will not entitle the Participant
          to any proportionate vesting or avoid or mitigate a termination of rights and
          benefits upon or following a termination of employment or services as provided
          in Section 8 below or under the Plan.

Nothing contained in this
Award Agreement or the Plan constitutes an employment or service commitment by the
Corporation, affects the Participants status as an employee at will who is subject
to termination without cause, confers upon the Participant any right to remain employed by
or in service to the Corporation or any of its Subsidiaries, interferes in any way with
the right of the Corporation or any of its Subsidiaries at any time to terminate such
employment or services, or affects the right of the Corporation or any of its Subsidiaries
to increase or decrease the Participants other compensation or benefits. Nothing in
this paragraph, however, is intended to adversely affect any independent contractual right
of the Participant without his or her consent thereto.

5.     Dividend and Voting Rights.  
          After the Award Date,
          the Participant shall be entitled to cash dividends and voting rights with
          respect to the shares of Restricted Stock subject to the Award even though such
          shares are not vested, provided that such rights shall terminate immediately as
          to any shares of Restricted Stock that are forfeited pursuant to Section 8
          below.

6.     Restrictions on Transfer.  
          Prior to the time that
          they have become vested pursuant to Section 3 hereof or Section 7 of the Plan,
          neither the Restricted Stock, nor any interest therein, amount payable in
          respect thereof, or Restricted Property (as defined in Section 9 hereof) may be
          sold, assigned, transferred, pledged or otherwise disposed of, alienated or
          encumbered, either voluntarily or involuntarily. The transfer restrictions in
          the preceding sentence shall not apply to transfers to the Corporation.

7.     Stock Certificates.

(a)    
          Book Entry Form.   The Corporation shall issue the shares of Restricted
          Stock subject to the Award either: (a) in certificate form as provided in
          Section 7(b) below; or (b) in book entry form, registered in the name of the
          Participant with notations regarding the applicable restrictions on transfer
          imposed under this Award Agreement.

(b)    
          Certificates to be Held by Corporation; Legend.   Any certificates
          representing shares of Restricted Stock that may be delivered to the Participant
          by the Corporation prior to vesting shall be redelivered to the Corporation to
          be held by the Corporation until the restrictions on such shares shall have
          lapsed and the shares shall thereby have become vested or the shares represented
          thereby have been forfeited hereunder. Such certificates shall bear the
          following legend and any other legends the Corporation may determine to be
          necessary or advisable to comply with all applicable laws, rules, and
          regulations:

| | The
ownership of this certificate and the shares of stock evidenced hereby and any interest therein are subject to substantial restrictions on transfer under an Agreement
entered into between the registered owner and Apria Healthcare Group Inc. A copy
of such Agreement is on file in the office of the Secretary of Apria Healthcare
Group Inc. | 
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

(c)    
          Delivery of Certificates Upon Vesting.   Promptly after the vesting of any
          shares of Restricted Stock pursuant to Section 3 hereof or Section 7 of the
          Plan, the Corporation shall, as applicable, either remove the notations on any
          shares of Restricted Stock issued in book entry form which have vested or
          deliver to the Participant a certificate or certificates evidencing the number
          of shares of Restricted Stock which have vested (or, in either case, such lesser
          number of shares as may be permitted pursuant to Section 8.5 of the Plan). The
          Participant (or the beneficiary or personal representative of the Participant in
          the event of the Participants death or disability, as the case may be)
          shall deliver to the Corporation any representations or other documents or
          assurances as the Corporation or its counsel may determine to be necessary or
          advisable in order to ensure compliance with all applicable laws, rules, and
          regulations with respect to the grant of the Award and the delivery of shares of
          Common Stock in respect thereof. The shares so delivered shall no longer be
          restricted shares hereunder.

(d)    
          Stock Power; Power of Attorney.   Concurrently with the execution and
          delivery of this Award Agreement, the Participant shall deliver to the
          Corporation an executed stock power in the form attached hereto as ExhibitA, in blank, with respect to such shares. The Corporation shall not deliver
          any share certificates in accordance with this Agreement unless and until the
          Corporation shall have received such stock power executed by the Participant.
          The Participant, by acceptance of the Award, shall be deemed to appoint, and
          does so appoint by execution of this Award Agreement, the Corporation and each
          of its authorized representatives as the Participants attorney(s)-in-fact
          to effect any transfer of unvested forfeited shares (or shares otherwise
          reacquired by the Corporation hereunder) to the Corporation as may be required
          pursuant to the Plan or this Award Agreement and to execute such documents as
          the Corporation or such representatives deem necessary or advisable in
          connection with any such transfer.

8.     Effect of Termination of Employment or Services.If the
          Participant ceases to be employed by or ceases to provide services to the
          Corporation or a Subsidiary (the date of such termination of employment or
          service is referred to as the Participants Severance
          Date), the Participants shares of Restricted Stock (and related
          Restricted Property as defined in Section 9 hereof) shall be forfeited to the
          Corporation to the extent such shares have not become vested pursuant to Section
          3 hereof or Section 7 of the Plan upon the Severance Date (regardless of the
          reason for such termination of employment or service, whether with or without
          cause, voluntarily or involuntarily, or due to death or disability). Upon the
          occurrence of any forfeiture of shares of Restricted Stock hereunder, such
          unvested, forfeited shares and related Restricted Property shall be
          automatically transferred to the Corporation as of the Severance Date, without
          any other action by the Participant (or the Participants beneficiary or
          personal representative in the event of the Participants death or
          disability, as applicable). No consideration shall be paid by the Corporation
          with respect to such transfer. The Corporation may exercise its powers under
          Section 7(d) hereof and take any other action necessary or advisable to evidence
          such transfer. The Participant (or the Participants beneficiary or
          personal representative in the event of the Participants death or
          disability, as applicable) shall deliver any additional documents of transfer
          that the Corporation may request to confirm the transfer of such unvested,
          forfeited shares and related Restricted Property to the Corporation.

9.     Adjustments Upon Specified Events.
            Upon the
          occurrence of certain events relating to the Corporations stock
          contemplated by Section 7.1 of the Plan, the Administrator shall make
          adjustments if appropriate in the number and kind of securities that may become
          vested under the Award. If any adjustment shall be made under Section 7.1 of the
          Plan or an event described in Section 7.3 of the Plan shall occur and the shares
          of Restricted Stock are not fully vested upon such event or prior thereto, the
          restrictions applicable to such shares of Restricted Stock shall continue in
          effect with respect to any consideration, property or other securities (the
          Restricted Property and, for the purposes of this Award
          Agreement, Restricted Stock shall include Restricted
          Property, unless the context otherwise requires) received in respect of
          such Restricted Stock. Such Restricted Property shall vest at such times and in
          such proportion as the shares of Restricted Stock to which the Restricted
          Property is attributable vest, or would have vested pursuant to the terms hereof
          if such shares of Restricted Stock had remained outstanding. To the extent that
          the Restricted Property includes any cash (other than regular cash dividends),
          such cash shall be invested, pursuant to policies established by the
          Administrator, in interest bearing, FDIC-insured (subject to applicable
          insurance limits) deposits of a depository institution selected by the
          Administrator, the earnings on which shall be added to and become a part of the
          Restricted Property.

10.     Tax Withholding.   
          The Corporation (or any of its
          Subsidiaries last employing the Participant) shall be entitled to require a cash
          payment by or on behalf of the Participant and/or to deduct from other
          compensation payable to the Participant any sums required by federal, state or
          local tax law to be withheld with respect to the vesting of any Restricted
          Stock. Alternatively, the Participant or other person in whom the Restricted
          Stock vests may irrevocably elect, in such manner and at such time or times
          prior to any applicable tax date as may be permitted or required under Section
          8.5 of the Plan and rules established by the Administrator, to have the
          Corporation withhold and reacquire shares of Restricted Stock at their fair
          market value at the time of vesting to satisfy any withholding obligations of
          the Corporation or its Subsidiaries with respect to such vesting. Any election
          to have shares so held back and reacquired shall be subject to such rules and
          procedures, which may include prior approval of the Administrator, as the
          Administrator may impose, and shall not be available if the Participant makes or
          has made an election pursuant to Section 83(b) of the Code with respect to such
          Award.

11.     Notices.   Any notice to
          be given under the terms of
          this Award Agreement shall be in writing and addressed to the Corporation at its
          principal office to the attention of the Secretary, and to the Participant at
          the Participants last address reflected on the Corporations payroll
          records. Any notice shall be delivered in person or shall be enclosed in a
          properly sealed envelope, addressed as aforesaid, registered or certified, and
          deposited (postage and registry or certification fee prepaid) in a post office
          or branch post office regularly maintained by the United States Government. Any
          such notice shall be given only when received, but if the Participant is no
          longer an Eligible Person, shall be deemed to have been duly given five business
          days after the date mailed in accordance with the foregoing provisions of this
          Section 11.

12.     Plan.    
          The Award and all rights of the Participant
          under this Award Agreement are subject to the terms and conditions of the
          provisions of the Plan, incorporated herein by reference. The Participant agrees
          to be bound by the terms of the Plan and this Award Agreement. The Participant
          acknowledges having read and understanding the Plan, the Prospectus for the
          Plan, and this Award Agreement. Unless otherwise expressly provided in other
          sections of this Award Agreement, provisions of the Plan that confer
          discretionary authority on the Board or the Administrator do not (and shall not
          be deemed to) create any rights in the Participant unless such rights are
          expressly set forth herein or are otherwise in the sole discretion of the Board
          or the Administrator so conferred by appropriate action of the Board or the
          Administrator under the Plan after the date hereof.

13.     Entire Agreement.   
          This Award Agreement and the Plan
          together constitute the entire agreement and supersede all prior understandings
          and agreements, written or oral, of the parties hereto with respect to the
          subject matter hereof. The Plan may be amended pursuant to Section 8.6 of
          the Plan. This Agreement may be amended by the Board from time to time. Any such
          amendment must be in writing and signed by the Corporation. Any such amendment
          that materially and adversely affects the Participants rights under this
          Agreement requires the consent of the Participant in order to be effective with
          respect to the Award. The Corporation may, however, unilaterally waive any
          provision hereof in writing to the extent such waiver does not adversely affect
          the interests of the Participant hereunder, but no such waiver shall operate as
          or be construed to be a subsequent waiver of the same provision or a waiver of
          any other provision hereof.

14.     Counterparts.   
          This Award Agreement may be executed
          simultaneously in any number of counterparts, each of which shall be deemed an
          original but all of which together shall constitute one and the same instrument.

15.     Section Headings.   
          The section headings of this
          Award Agreement are for convenience of reference only and shall not be deemed to
          alter or affect any provision hereof.

16.    Governing Law.   This Award Agreement shall be
          governed by and construed and enforced in accordance with the laws of the State
          of Delaware without regard to conflict of law principles thereunder.

IN WITNESS WHEREOF,
the Corporation has caused this Award Agreement to be executed on its behalf by a duly
authorized officer and the Participant has hereunto set his or her hand as of the date and
year first above written.

| |  | APRIA HEALTHCARE GROUP INC.
a Delaware corporation

By:__________________________________

Print Name:___________________________

Title:________________________________PARTICIPANT
______________________________________Signature

______________________________________Print Name
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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CONSENT OF SPOUSE

In consideration of the
execution of the foregoing Restricted Stock Award Agreement by Apria Healthcare Group
Inc., I, ___________________________, the spouse of the Participant therein named, do
hereby join with my spouse in executing the foregoing Restricted Stock Award Agreement and
do hereby agree to be bound by all of the terms and provisions thereof and of the Plan.

Dated: _____________,
20____

| |  | ______________________________________Signature of Spouse

______________________________________Print Name
| |  | -----------------------------------------------------------------------------------------------------------

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EXHIBIT A

STOCK POWER

FOR VALUE RECEIVED and
pursuant to that certain Restricted Stock Award Agreement between Apria Healthcare Group
Inc., a Delaware corporation (the Corporation), and the individual named below
(the Individual) dated as of ________________, 20____, the Individual, hereby
sells, assigns and transfers to the Corporation, an aggregate ________ shares of Common
Stock of the Corporation, standing in the Individuals name on the books of the
Corporation and represented by stock certificate number(s) _____________________________
to which this instrument is attached, and hereby irrevocably constitutes and appoints
______________________________________________________ as his or her attorney in fact and
agent to transfer such shares on the books of the Corporation, with full power of
substitution in the premises.

Dated _____________, 20___

| |  | ______________________________________Signature

______________________________________Print Name
| |  | -------------------------------------------------------------------------------------------------

(Instruction: Please do not fill in any blanks other
than the signature line. The purpose of the assignment is to enable the Corporation to
exercise its sale/purchase option set forth in the Restricted Stock Award Agreement
without requiring additional signatures on the part of the Individual.)