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                             NOTICE OF OPTION AWARD
                         UNDER LINCARE HOLDINGS INC.'S
                                1996 STOCK PLAN


        AWARD, made as of the 15th of July 1996 by LINCARE HOLDINGS INC., a
Delaware corporation, having its principal office at 19337 U.S. 19 North,
Clearwater, Florida 34624 (hereinafter referred to as "the Corporation"), to
John P. Byrnes (hereinafter referred to as "the Employee").

        The Corporation hereby grants to the Employee an option to purchase
shares of the Common Stock of the Corporation upon the following terms and 
conditions:

        1.  The Employee is hereby granted an option to purchase 150,000 shares
of the Common Stock of the Corporation.

        2.  The option price shall be $35.25 per share of the Common Stock.

        3.  (a) The option shall be exercisable as follows: (i) 50% of the
option shares shall be exercisable commencing on December 1, 1999, and (ii) 50%
of the option shares shall be exercisable commencing on December 1, 2000. The
option shall expire on December 31, 2005, and in no event may the option be
exercised after such expiration date.

            (b) The option shall be exercisable by the Employee only while the
Employee is an active employee of the Corporation; provided, however, that if
the option is otherwise then-exercisable pursuant to the terms hereof, then: (i)
the option shall be exercisable by the Employee within one (1) year after the
Employee's employment with the Corporation ceases due to a disability
sustained while the Employee was an active employee of the Corporation; and
(ii) subject to the provisions of Section 4 hereof, the option shall be
exercisable by the executor or administrator of the Employee's estate within
one (1) year after the Employee's death, if such death occurred while the
Employee was an active employee of the Corporation.

        4.  The option is not transferable except that in the event of the
Employee's death while such option is then-exercisable, the option may be
exercised by the executor or administrator of the Employee's estate in
accordance with the provisions of Section 3(b) hereof prior to the expiration
date of the option.














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        5.  The option may only be exercised at the principal office of the
Corporation (or at such other location as determined by the Corporation) with
respect to a part or all of the shares covered by such option by sending a
completed Stock Option Exercise Form attached hereto as Exhibit A to the
Secretary of the Corporation. The option price for the shares for which an
option is exercised shall be paid in full, in cash, on the date of exercise,
or, at the Corporation's sole discretion, within ten (10) business days 
thereafter.

        6.  Upon the exercise of the option with respect to a part or all of
the shares in the manner and within the time herein provided, the Corporation
will issue and deliver to the Employee (or to the Employee's executor or
administrator in the event of the death of the Employee) the number of shares
of Common Stock with respect to which the option was exercised.

        7.  The option granted hereby shall constitute and be treated at all
times by you and the Corporation as a "non-qualified stock option" for Federal
income tax purposes and shall not constitute and shall not be treated as an
"incentive stock option" as defined under Section 422A(b) of the Internal
Revenue Code of 1986, as amended.

        8.  This option is awarded pursuant to the Plan, and is subject to all
of the terms and conditions of the Plan, a copy of which the Employee has 
received.

        9.  The Corporation has discretion to make appropriate adjustments to
this option in order to provide for effects of changes in the capital structure
of the Corporation by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, combination or exchange of shares or
other similar corporate change or in the event of any special distribution to 
stockholders.

        10.  This Notice of Award shall be interpreted and construed in
accordance with the laws of the State of Delaware.

        11.  The satisfaction of any and all conditions set forth in this
Agreement regarding your right to exercise the option (and purchase any option
shares) shall be determined by the Committee.

        12.  Neither the Plan, this Agreement, or the granting of the options
hereunder shall confer upon you any right to continue in the employ of the
Corporation, or limit in any respect the right of the Corporation to terminate
your employment or other relationship with the Corporation, as the case may
be, at any time.



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        13.  Definitions

             (a) "Committee" means the 1996 Stock Plan Committee
of the Board of Directors or any other committee of the Board of Directors
which is appointed to administer the Lincare Holdings Inc. 1996 Stock
Plan.

             (b) "Common Stock" mean the common stock. $.01 par value, of
Lincare Holdings Inc.

             (c) "Corporation" means Lincare Holdings Inc. and its
subsidiaries. An individual who is employed by a subsidiary of the Corporation
shall be deemed to have ceased employment with the Corporation at such time as
the Corporation owns, either directly or indirectly, less than 50% of the total
combined voting power of all classes of stock entitled to vote.

             (d) "Plan" means the Lincare Holdings Inc. 1996 Stock Plan.

        IN WITNESS WHEREOF, the Corporation has caused this instrument to be
duly executed by an authorized officer as of the day and year first
hereinabove written.


                                     LINCARE HOLDINGS INC.




                                     By:  /s/  James T. Kelly
                                        -------------------------------------




AGREED TO AND ACCEPTED AS OF
THE DATE FIRST WRITTEN ABOVE:




/s/  John P. Byrnes
---------------------------------
John P. Byrnes 




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