<PAGE>

                                                                 EXHIBIT - 10.44

                              EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT dated as of December 15, 2001, by and between
LINCARE HOLDINGS INC., a Delaware corporation ("Lincare" or "Company"), and
("Executive").

                                   WITNESSETH:

         WHEREAS, Executive is employed by Company and is subject to the terms
of that certain Employment Agreement by and between Executive and Company dated
____________________ (the "__ Agreement");

         WHEREAS, Executive's Initial Employment Term (as defined in the
________ Agreement) will expire on December 31, 2001;

         WHEREAS, Company desires to induce Executive to continue in the employ
of Company beyond the expiration of the Initial Employment Term established in
the ________________  Agreement for the period provided in this Agreement; and

         WHEREAS, Executive is willing to accept such employment with Company on
a full-time basis, all in accordance with the terms and conditions set forth
below.

         NOW, THEREFORE, for and in consideration of the premises hereof and the
mutual covenants contained herein, the parties hereto do hereby covenant and
agree as follows:

         1.       Employment.

                  (a)      Company hereby agrees to continue employing
Executive, and Executive hereby agrees to continue his employment with Company,
from and after January 1, 2002 for the period set forth in Section 2 hereof, all
upon the terms and conditions hereinafter set forth.

                  (b)      Executive affirms and represents that he is under no
obligation to any former employer or other party which is in any way
inconsistent with, or which imposes any restriction upon, Executive's acceptance
of employment hereunder with Company, the employment of Executive by Company, or
Executive's undertakings under this Agreement.

         2.       Term of Employment. Unless earlier terminated as hereinafter
provided, the initial term of Executive's employment under this Agreement shall
be for a period beginning on January 1, 2002 and ending on December 31, 2004
(such period from January 1, 2002 until December 31, 2004 or, if Executive's
employment hereunder is earlier terminated, such shorter period, being
hereinafter called the "Initial Employment Term"). In the event that Executive
continues in the full-time employ of Company after the end of the Initial
Employment Term (it being expressly understood and agreed that Company has no
obligation to continue employing Executive, and Executive has no obligation to
continue being employed by Company, whether or not on a full-time basis, after
expiration of the Initial Employment Term), then, unless otherwise expressly
agreed to by Executive and Company in writing, Executive's continued employment
with Company shall, notwithstanding anything to the contrary expressed or
implied herein, continue to be subject to the terms and conditions of this
Agreement. As used in this Agreement, the term "Employment Term" shall mean the
period beginning on January 1, 2002 and ending on the date of Executive's
cessation of employment with Company, whether such date is before, on or after
the expiration of the Initial Employment Term.

         3.       Duties. Executive shall be employed as the __________________
of Company, shall faithfully and competently perform such duties as are
specified by the By-laws of Company and shall also perform and discharge such
other reasonable employment duties and responsibilities as the Board of
Directors of Company may from time to time prescribe. Executive shall perform
his duties at such places and times as the Board of Directors of Company may
reasonably prescribe. Except as may otherwise be approved in advance by Company,
and except during vacation periods and reasonable periods of absence due to
sickness, personal injury or other disability, Executive shall devote his full
time throughout the Initial Employment Term to the services required of him
hereunder. Except as may otherwise be approved in advance by Company, Executive
shall render his services exclusively to Company during the Initial Employment
Term and, throughout the Employment Term, shall use his best efforts, judgment
and energy to improve and advance the business and interests of Company in a
manner consistent with the duties of his position.

         4.       Compensation.

                  (a)      In consideration of Executive's agreement to remain
employed by Company, his execution of this Agreement and his agreement to abide
by the terms hereof, Lincare shall pay Executive a one-time lump sum payment
amount approved by the Board of Directors (or an authorized committee thereof).
Such payment shall be due and payable to Executive on or prior to December 31,
2001.


                  (b)      As compensation for the complete and satisfactory
performance by Executive of the services to be performed by Executive hereunder
during the Employment Term, Company shall initially pay Executive a base salary
at the annual rate of _____________________ Dollars ($_______________) (said
amount, together with any increases thereto during the Employment Term, being
hereinafter referred to as the "Salary"). Any Salary payable hereunder shall be
paid in


<PAGE>

regular intervals in accordance with Company's payroll practices. The Salary
payable to Executive pursuant to this Section 4(b) shall be increased annually
as of January 1, 2003, and each January 1 thereafter during the Employment Term,
for the twelve (12) month period then commencing, by an amount equal to: (i) the
annual percentage increase in the Consumer Price Index for All Urban Consumers,
All Items, for the most recent twelve (12) month period for which such figures
are then available as reported in the Monthly Labor Review published by the
Bureau of Labor Statistics of the U.S. Department of Labor or (ii) such higher
amount as may be determined from time to time by the Board of Directors (or an
authorized committee thereof) in its sole discretion.

                  (c)      During the Employment Term, in addition to Salary,
Company shall also pay bonus compensation ("Bonus") to Executive in respect of
each calendar year (or applicable portion thereof) during the Employment Term,
such Bonus for any full calendar year to be an amount equal to: (i) the sum of
(A) the percentage set forth on Table I which corresponds to the increase in
Company's fully diluted earnings per share ("EPS") in respect of such calendar
year over the fully diluted EPS of Company during the immediately preceding
calendar year and (B) the percentage set forth on Table II which corresponds to
the increase in Company's Earnings Before Interest, Taxes, Depreciation and
Amortization ("EBITDA") in respect of such calendar year over the EBITDA of
Company during the immediately preceding calendar year; MULTIPLIED BY (ii)
Executive's Salary for such calendar year.

<TABLE>
<CAPTION>
          Table I
                       FULLY DILUTED EPS GROWTH         % OF SALARY
                       ------------------------         -----------
          <S>          <C>                              <C>
                       0-14%                            0%
                       15%                              25%
                       16%                              30%
                       17%                              35%
                       18%                              40%
                       19%                              45%
                       20%                              50%
                       > 20%                            50%  + an  additional  5%  for
                                                        each full percentage point of
                                                        EPS growth achieved over 20%
</TABLE>


<TABLE>
<CAPTION>
          Table II
                       EBITDA GROWTH                    % OF SALARY
                       -------------                    -----------
          <S>          <C>                              <C>
                       0-14%                            0%
                       15%                              25%
                       16%                              30%
                       17%                              35%
                       18%                              40%
                       19%                              45%
                       20%                              50%
                       > 20%                            50%  + an  additional  5%  for
                                                        each full percentage point of
                                                        EBITDA growth achieved over
                                                        20%
</TABLE>

                  In the event that the Employment Term ends at any time other
than on December 31 of any year, Executive's Bonus in respect of such calendar
year shall be prorated, and shall be an amount equal to: (i) the sum of (A) the
percentage set forth on Table I which corresponds to the increase in Company's
year-to-date fully diluted EPS (as determined by the then-most recently
announced fully diluted EPS of Company) over the fully diluted EPS of Company
during the comparable period in the immediately preceding calendar year and (B)
the percentage set forth on Table II which corresponds to the increase in
Company's year-to-date EBITDA (as determined by the then-most recently announced
EBITDA of Company) over the EBITDA of Company during the comparable period in
the immediately preceding calendar year; MULTIPLIED BY (ii) Executive's Salary
for such calendar year; MULTIPLIED BY (iii) a fraction, the numerator of which
shall be the number of full calendar months included in the Employment Term for
the then current calendar year and the denominator of which shall be twelve
(12).

                  Notwithstanding the foregoing provisions of this Section 4(c),
Company's Board of Directors (or an authorized committee thereof) shall have the
discretion to adjust upward or downward the Bonus for any applicable period to
account equitably for: (a) any extraordinary charges; (b) any unusual
non-recurring items; or (c) changes after the date hereof in accounting
principles required under generally accepted accounting principles; which events
impacted Company's fully diluted EPS or Company's EBITDA in respect of any such
applicable period or comparable prior year period.

                  Nothing contained herein and no action taken in respect of any
Bonus (or otherwise in respect of this Section 4(c)) shall create or be
construed to create a trust of any kind. Executive's right to receive any Bonus
pursuant to this Section 4(c) shall be no greater than the right of an unsecured
general creditor of Company to receive payment from Company. All Bonuses under
this Section 4(c) shall be paid from the general funds of Company, and no
special or separate fund shall be established, and no segregation of assets
shall be made, to assure payment of any Bonuses hereunder.


                                       2
<PAGE>

                  (d)      The payment of any Salary, Bonus or other amounts
hereunder shall be subject to applicable withholding and payroll taxes, and such
other deductions as may be required under Company's employee benefit plans.

         5.       Benefits.  During the Employment Term, Executive shall:

                  (a)      be eligible to participate in all employee fringe
benefits and any pension and/or profit sharing plans that may be provided by
Company for its key executive employees in accordance with the provisions of any
such plans, as same may be in effect on and after the date hereof;

                  (b)      be eligible to participate in any medical and health
plans or other employee welfare benefit plans that may be provided by Company
for its key executive employees in accordance with the provisions of any such
plans, as same may be in effect on and after the date hereof;

                  (c)      be entitled to annual paid vacation in accordance
with Company policy that may be applicable on and after the date hereof to key
executive employees;

                  (d)      be entitled to sick leave, sick pay and disability
benefits in accordance with any Company policy that may be applicable on and
after the date hereof to key executive employees; and

                  (e)      be entitled to reimbursement for all reasonable and
necessary out-of-pocket living and travel expenses incurred by Executive while
away from his usual place of business in the performance of his duties hereunder
in accordance with Company's policies applicable on and after the date hereof in
respect thereto.

                  6.       Inventions and Confidential Information. Executive
hereby covenants, agrees and acknowledges as follows:

                  (a)      Company is engaged in a continuous program of
research, design, development, production, marketing and servicing with respect
to its business and that as part of Executive's employment by Company, Executive
is (or may be) expected to make new contributions and inventions of value to
Company.

                  (b)      Executive's employment hereunder creates a
relationship of confidence and trust between Executive and Company with respect
to certain information pertaining to the business of Company and its Affiliates
(as hereinafter defined) or pertaining to the business of any client or customer
of Company or its Affiliates which may be made known to Executive by Company or
any of its Affiliates or by any client or customer of Company or any of its
Affiliates or learned by Executive during the period of his employment.

                  (c)      Company possesses and will continue to possess
information that has been created, discovered or developed by, or otherwise
become known to it (including, without limitation, information created,
discovered, developed or made known by Executive during the period of or arising
out of his employment hereunder) or in which property rights have been or may be
assigned or otherwise conveyed to Company, which information has commercial
value in the business in which Company is engaged and is treated by Company as
confidential.

                  (d)      Any and all inventions, products, discoveries,
improvements, processes, manufacturing, marketing and service methods or
techniques, formulae, designs, styles, specifications, data bases, computer
programs (whether in source code or object code), know-how, strategies and data,
whether or not patentable or registrable under copyright or similar statutes,
made, developed or created by Executive (whether at the request or suggestion of
Company, any of its Affiliates, or otherwise, whether alone or in conjunction
with others, and whether during regular hours of work or otherwise) during the
period of his employment by Company (collectively, hereinafter referred to as
"Inventions"), which may pertain to the business, products, or processes of
Company or any of its Affiliates, will be promptly and fully disclosed by
Executive to an appropriate executive officer of Company (other than Executive)
and shall be Company's exclusive property, and Executive will promptly execute
and/or deliver to an appropriate executive officer of Company (other than
Executive) without any additional compensation therefor, all papers, drawings,
models, data, documents and other material pertaining to or in any way relating
to any Inventions made, developed or created by him as aforesaid. For the
purposes of this Agreement, the term "Affiliate" or "Affiliates" of Company
shall mean any corporation or other entity which is controlled, directly or
indirectly, by Company. As used in the preceding sentence, the word "control"
shall mean, with respect to any entity, the power to vote or direct the voting
of more than 50% of the voting equity interests in such entity.

                  (e)      Executive will keep confidential and will hold for
Company's sole benefit any Invention which is to be the exclusive property of
Company under this Section 6 for which no patent, copyright, trademark or other
right or protection is issued.

                  (f)      Executive also agrees that he will not without the
prior written consent of an appropriate executive officer of Company (other than
Executive) use for his benefit or disclose at any time during his employment by
Company, or thereafter, except to the extent required by the performance by him
of his duties as an employee of Company, any information obtained or developed
by him while in the employ of Company with respect to any Inventions or with
respect to any customers, clients, suppliers, products, employees, financial
affairs, or methods of design, distribution, marketing, service, procurement or
manufacture of


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<PAGE>

Company or any of its Affiliates, or any confidential matter, except information
which at the time is generally known to the public other than as a result of
disclosure by him not permitted hereunder, or if such information is required to
be disclosed under court order or other applicable law.

                  (g)      Executive acknowledges and agrees that a remedy at
law for any breach or threatened breach of the provisions of this Section 6
would be inadequate and, therefore, agrees that Company and its Affiliates shall
be entitled to injunctive relief in addition to any other available rights and
remedies in case of any such breach or threatened breach; provided, however,
that nothing contained herein shall be construed as prohibiting Company or any
of its Affiliates from pursuing any other rights and remedies available for any
such breach or threatened breach.

                  (h)      Executive agrees that upon termination of his
employment hereunder for any reason, Executive shall forthwith return to Company
all documents and other property in his possession belonging to Company or any
of its Affiliates.

                  (i)      Without limiting the generality of Section 10 hereof,
Executive hereby expressly agrees that the foregoing provisions of this Section
6 shall be binding upon Executive's heirs, successors and legal representatives.

         7.       Termination.

                  (a)      The Employment Term shall end and Executive's
employment hereunder shall be terminated upon the occurrence of any of the
following:

                           (i)      the death of Executive;

                           (ii)     termination of Executive's employment
hereunder by Company based upon the inability of Executive to perform his duties
on account of disability or incapacity for a period of one hundred eighty (180)
or more days, whether or not consecutive, occurring within any period of twelve
(12) consecutive months; provided, however, that such employment shall not be
terminated by Company if it can reasonably accommodate Executive's disability or
incapacity;

                           (iii)    the termination of Executive's employment
hereunder by Executive at any time for any reason whatsoever (including, without
limitation, resignation or retirement);

                           (iv)     termination of Executive's employment
hereunder by Company at any time for "cause", such termination to take effect
immediately upon written notice from Company to Executive;

                           (v)      termination of Executive's employment
hereunder by Company at any time other than for "cause", such termination to
take effect immediately upon written notice from Company to Executive; or

                           (vi)     upon a Change of Control of Company.

                  The following actions, failures or events by or affecting
Executive shall constitute "cause" for termination within the meaning of clause
(iv) above: (A) conviction of having committed a felony; (B) determination by at
least two-thirds of the members of the Board of Directors that Executive has
committed acts of dishonesty or moral turpitude; (C) failure to follow
reasonable and lawful directives of the Board of Directors of Company; or (D)
gross negligence or willful misconduct by Executive in the performance of his
obligations hereunder. The term "willful" shall mean any act or failure to act
taken or omitted to be taken by Executive not in good faith and without
reasonable belief that the act or omission was in the best interest of Company.

                  As used herein the term "Change of Control of Company" shall
mean any of the following: (A) sale or other disposition (or the last such sale
or other disposition) resulting in the transfer of more than 50% of the
outstanding common stock of Company to an unrelated and unaffiliated third party
purchaser; (B) the consolidation or merger of Company with or into any other
entity (other than a merger in which Company is the surviving corporation and
which does not result in more than 50% of the capital stock of Company
outstanding immediately after the effective date of such merger being owned of
record or beneficially by persons other than the holders of its capital stock
immediately prior to such merger); (C) a sale of substantially all of the
properties and assets of Company as an entirety to an unrelated and unaffiliated
third party purchaser; or (D) the time at which any person (including a person's
affiliates and associates) or group (as that term is understood under Section
13(d) of the Exchange Act and the rules and regulations thereunder), files a
Schedule 13-D or 14D-1 (or any successor schedule, form or report under the
Exchange Act) disclosing that such person or group has become the beneficial
owner (as defined under Rule 13d-3 or any successor rule or regulation
promulgated under the Exchange Act) of shares of capital stock of Company giving
such person or group a majority of the voting power of all outstanding capital
stock of Company with the right to vote generally in an election for directors
or other capital stock of Company into which the common stock or other voting
stock is reclassified or changed.

                  (b)      (i)      If the Employment Term ends by reason of
Executive being terminated by Company other than for "cause", then Company shall
pay to Executive, as severance pay or liquidated damages or both, an amount
equal to the sum of (A) his then-current annual Salary in effect immediately
prior to such termination; and (B) his Bonus in respect of the immediately
preceding calendar year.


                                       4
<PAGE>

                           (ii)     If the Employment Term ends by reason of the
occurrence of an event described in Section 7(a)(vi), then Company shall pay to
Executive, as severance pay or liquidated damages or both, an amount equal to
two (2) times the sum of (A) his then-current annual Salary in effect
immediately prior to the occurrence of such event; (B) his Bonus in respect of
the immediately preceding calendar year; and (C) an amount determined by
Company, in its sole discretion, to be equal to the average annual cost for
Company employees of obtaining medical, dental and vision insurance under COBRA,
which amount is hereby initially determined to be Ten Thousand and No/100
Dollars ($10,000.00).

                           (iii)    If the Employment Term ends by reason of
Executive being terminated by Company other than for "cause", then all amounts
payable under clause (i) above shall be paid in twelve (12) equal monthly
installments commencing on the first day of the calendar month immediately
following the termination of the Employment Term. If the Employment Term ends by
reason of the occurrence of an event described in Section 7(a)(vi) hereof, then
all amounts payable under clause (ii) above shall be paid no later than ten (10)
business days after the end of the Employment Term. It is understood and agreed
that this Section 7(b) shall survive the expiration or termination of this
Agreement and the provisions hereof shall be binding upon any successor in
interest of Company.

                  (c)      Notwithstanding anything to the contrary expressed or
implied herein, and except as set forth in Section 7(b) hereof, Company (and its
Affiliates) shall not be obligated to make any payments to Executive or on his
behalf of whatever kind or nature by reason of Executive's cessation of
employment other than: (i) such amounts, if any, of his Salary and Bonus as
shall have accrued and remain unpaid as of the date the Employment Term ends
(including, but not limited to, the amount of any Bonus payable in respect of
the then-current calendar year), which amounts shall be paid no later than ten
(10) business days after the end of the Employment Term; (ii) such other amounts
which may be otherwise payable to Executive from Company's retirement plans or
other benefit plans on account of such cessation of employment (including, but
not limited to, payment for any vested but unused vacation); and (iii) Company
shall cover Executive under its medical and dental plan, and life insurance
through the end of the last calendar day of the month during which the
Employment Term ends, and thereafter, Executive shall be given COBRA conversion
rights for Company's medical and dental plan. Nothing in this Section 7(c) shall
limit Executive's right to contest any termination of Executive's employment
hereunder by appropriate legal proceedings. It is understood and agreed that
this Section 7(c) shall survive the expiration or termination of this Agreement
and the provisions hereof shall be binding upon any successor in interest of
Company.

                  (d)      No interest shall accrue on or be paid with respect
to any portion of any payments hereunder so long as same are paid in accordance
with the terms of this Agreement.

         8.       Non-Assignability.

                  (a)      Neither this Agreement nor any right or interest
hereunder shall be assignable by Executive, his beneficiaries, or legal
representatives without Company's prior written consent; provided, however, that
nothing in this Section 8(a) shall preclude Executive from designating a
beneficiary to receive any benefit payable hereunder upon his death. Neither
this Agreement nor any right or interest hereunder shall be assignable by
Company, nor shall any obligations of Company hereunder be delegated.

                  (b)      Except as required by law, no right to receive
payments under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or
to exclusion, attachment, levy or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary, to effect any such action shall
be null, void and of no effect.

         9.       Competition.

                  (a)      During Executive's employment by Company and during
the two (2) year period commencing on the date the Employment Term ends for any
reason whatsoever:

                           (i)      Executive will not make any statement or
perform any act intended to advance an interest of any existing or prospective
competitor of Company or any of its Affiliates in any way that will or may
injure an interest of Company or any of its Affiliates in its relationships and
dealings with existing or potential customers or clients, or solicit or
encourage any other employee of Company or any of its Affiliates to do any act
that is disloyal to Company or any of its Affiliates or inconsistent with the
interest of Company or any of its Affiliate's interests or in violation of any
provision of this Agreement;

                           (ii)     Executive will not discuss with any existing
or potential customers or clients of Company or any of its Affiliates the
present or future availability of services or products by a business, if
Executive has or expects to acquire a proprietary interest in such business or
is or expects to be an employee, officer or director of such business, where
such services or products are competitive with services or products which
Company or any of its Affiliates provides during the Employment Term;

                           (iii)    Executive will not make any statement or do
any act intended to cause any existing or potential customers (with whom Company
has made contact) or clients of Company or any of its Affiliates to make use of
the services or purchase the products of any competitive business in which
Executive has or expects to acquire a proprietary interest or in which Executive
is or expects to be made an employee, officer or director, if such services or
products in any way relate to or arise out of the services or products sold or
provided by Company or any of its Affiliates to any such existing customer or
client during the Employment Term;


                                       5
<PAGE>

                           (iv)     Executive will not directly or indirectly
(as a director, officer, employee, manager, consultant, independent contractor,
advisor or otherwise) engage in competition with, or own any interest in,
perform any services for, participate in or be connected with (A) any business
or organization which engages in competition with Company or any of its
Affiliates in any geographical area where any business is presently carried on
by Company or any of its Affiliates, or (B) any business or organization which
engages in competition with Company or any of its Affiliates in any geographical
area where any business shall be hereafter, during the period of Executive's
employment by Company, carried on by Company or any of its Affiliates, if such
business is then being carried on by Company or any of its Affiliates in such
geographical area; provided, however, that the provisions of this Section
9(a)(iv) shall not be deemed to prohibit Executive's ownership of not more than
1% of the total shares of all classes of stock outstanding of any publicly held
company;

                           (v)      Executive will not directly or indirectly
solicit for employment, or advise or recommend to any other person that they
employ or solicit for employment, any employee of Company or any of its
Affiliates; and

                           (vi)     Executive will not directly or indirectly
hire, engage, send any work to, place orders with, or in any manner be
associated with any supplier, contractor, subcontractor or other person or firm
which rendered manufacturing or other services, or sold any products, to Company
or any of its Affiliates if such action by him would have a material adverse
effect on the business, assets or financial condition of Company or any of its
Affiliates.

                  As used in clauses (ii) and (iii) above, "proprietary
interest" in a business is ownership, whether through direct or indirect stock
holdings or otherwise, of one percent (1%) or more of such business.

                  (b)      For purposes of this Section 9, a person or entity
(including, without limitation, Executive) shall be deemed to be a competitor of
Company or any of its Affiliates, or a person or entity (including, without
limitation, Executive) shall be deemed to be engaging in competition with
Company or any of its Affiliates, if such person or entity in any way conducts,
operates, carries out or engages (i) in the business of delivering medical
oxygen, respiratory therapy services, or durable medical equipment to customers
in their homes or (ii) in any other business engaged in by Company or any of its
Affiliates on or prior to the date upon which such Executive ceases to be
employed hereunder.

                  (c)      In connection with the foregoing provisions of this
Section 9, Executive represents that his experience, capabilities and
circumstances are such that such provisions will not prevent him from earning a
livelihood. Executive further agrees that the limitations set forth in this
Section 9 (including, without limitation, any time or territorial limitations)
are reasonable and properly required for the adequate protection of the business
of Company (and of its Affiliates). It is understood and agreed that the
covenants made by Executive in this Section 9 (and in Section 6 hereof) shall
survive the expiration or termination of this Agreement.

                  (d)      Executive acknowledges and agrees that a remedy at
law for any breach or threatened breach of the provisions of this Section 9
would be inadequate and, therefore, agrees that Company and any of its
Affiliates shall be entitled to injunctive relief in addition to any other
available rights and remedies in cases of any such breach or threatened breach;
provided, however, that nothing contained herein shall be construed as
prohibiting Company or any of its Affiliates from pursuing any other rights and
remedies available for any such breach or threatened breach.

         10.      Binding Effect. Without limiting or diminishing the effect of
Section 8 hereof, this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, successors, legal
representatives and permitted assigns.

         11.      Notices. Any notice required or permitted to be given under
this Agreement shall be sufficient if in writing and either delivered in person
or sent by first class certified or registered mail, postage prepaid, if to
Company, at Company's principal place of business, and if to Executive, at his
home address most recently filed with Company, or to such other address or
addresses as either party shall have designated in writing to the other party
hereto.

         12.      Law Governing. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.

         13.      Severability. If any provision of this Agreement shall be
determined to be invalid, illegal or unenforceable in whole or in part, neither
the validity of the remaining part of such provision nor the validity of any
other provision of this Agreement shall in any way be affected thereby.

         14.      Waiver. Failure to insist upon strict compliance with any of
the terms, covenants or conditions hereof shall not be deemed a waiver of such
term, covenant or condition, nor shall any waiver or relinquishment of any right
or power hereunder at any one or more times be deemed a waiver or relinquishment
of such right or power at any other time or times.

         15.      Entire Agreement; Modifications. This Agreement constitutes
the entire agreement of the parties with respect to the subject matter hereof
and, except as set forth hereinafter, supersedes all prior agreements, oral and
written, between the parties hereto with respect to the subject matter hereof.
This Agreement may be modified or amended only by an instrument in writing
signed by both parties hereto. The parties acknowledge and agree that this
Agreement shall govern the employment relationship between Executive and Lincare
from and after January 1, 2002 and that the 1998 Agreement shall govern the
employment relationship between the parties to and including December 31, 2001.
Notwithstanding the execution and delivery of this Agreement


                                       6
<PAGE>

by Executive, Company shall remain obligated to pay Executive any amounts
accrued under the 1998 Agreement (including, but not limited to, Bonus
compensation payable in respect of the 2001 calendar year) which remain unpaid
as of December 31, 2001.

         16.      Survival. The provisions of Sections 6, 7 and 9 hereof shall
survive and continue after the expiration or termination of this Agreement.

         17.      Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


                         [SIGNATURES ON FOLLOWING PAGE]


                                       7
<PAGE>


         IN WITNESS WHEREOF, Company and Executive have duly executed and
delivered this Agreement as of the day and year first above written.


                                          LINCARE HOLDINGS INC.



                               By:
                                  ----------------------------------------


                               Title:
                                     -------------------------------------


                                             EXECUTIVE EMPLOYEE


                               By:
                                  ----------------------------------------


                               Title:
                                     -------------------------------------

                                       8