ASSET PURCHASE AGREEMENT





         AGREEMENT, made as of this 28th day of June, 2000, by and among LINCARE

INC., a corporation duly organized and existing under the laws of the State of

Delaware, having its principal place of business at 19337 U.S. 19 North, Suite

500, Clearwater, Florida 33764 (hereinafter referred to as "Lincare"); UNITED

MEDICAL, INC., a corporation duly organized and existing under the laws of the

State of Arkansas, having its principal place of business at 999 South Falls

Boulevard, Wynne, Arkansas 72396 (hereinafter referred to as the "Company"); and

the shareholders of Company: J.T. STEPHENS TRUST ONE, UID 9/7/94, JACKSON T.

STEPHENS AND WARREN A. STEPHENS, CO-TRUSTEES, having an address at 111 Center

Street, Suite 2400, Little Rock, Arkansas 72201 (hereinafter sometimes referred

to as "JTS Trust One"); WARREN A. STEPHENS TRUST, UID 9/30/87, WARREN A.

STEPHENS, TRUSTEE, having an address at 111 Center Street, Suite 2400, Little

Rock, Arkansas 72201 (hereinafter sometimes referred to as "WAS Trust"); HARRIET

CALHOUN STEPHENS TRUST, UID 3/22/84, HARRIET C. STEPHENS, TRUSTEE, having an

address at 111 Center Street, Suite 2400, Little Rock, Arkansas 72201

(hereinafter sometimes referred to as "HST Trust"); JOHN CALHOUN STEPHENS 1995

TRUST, UID 12/4/95, JON E.M. JACOBY, TRUSTEE, having an address at 111 Center

Street, Suite 2400, Little Rock, Arkansas 72201 (hereinafter sometimes referred

to as "JCS 1995 Trust"); WARREN MILES AMERINE STEPHENS 1995 TRUST, UID 12/4/95,

JON E.M. JACOBY, TRUSTEE, having an address at 111 Center Street, Suite 2400,

Little Rock, Arkansas 72201 (hereinafter sometimes referred to as "WMAS 1995

Trust"); LAURA WHITAKER STEPHENS 1995 TRUST, UID 12/4/95, JON E.M. JACOBY,

TRUSTEE, having an address at 111 Center Street, Suite 2400, Little Rock,

Arkansas 72201 (hereinafter sometimes referred to as "LWS 1995 Trust"); CAROLINE

STEPHENS, an individual having an address at 111 Center Street, Suite 2400,

Little Rock, Arkansas 72201 (hereinafter sometimes referred to as "C.

Stephens"); BESS C. STEPHENS TRUST, UID 1/4/85, BESS C. STEPHENS, TRUSTEE,

having an address at 111 Center Street, Suite 2400, Little Rock, Arkansas 72201

(hereinafter sometimes referred to as "BCS Trust"); ELIZABETH ANN STEPHENS

CAMPBELL REVOCABLE TRUST, U/I/D 8/25/92, ELIZABETH ANN STEPHENS CAMPBELL,

TRUSTEE, having an address 111 Center Street, Suite 2400, Little Rock, Arkansas

72201 (hereinafter sometimes referred to as "EASC Trust"); PAMELA DIANE STEPHENS

TRUST, UID 4/10/92, PAMELA DIANE STEPHENS, TRUSTEE, having an address at 111

Center Street, Suite 2400, Little Rock, Arkansas 72201 (hereinafter sometimes

referred to as "PDS Trust"); W.R. STEPHENS, JR. REVOCABLE TRUST, UID 2/19/93,

W.R. STEPHENS, JR., TRUSTEE, having an address at 111 Center Street,









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Suite 2400, Little Rock, Arkansas 72201 (hereinafter sometimes referred to as

"WRS Trust"); RISA J. LAVIZZO-MOUREY, an individual having an address at 111

Center Street, Suite 2400, Little Rock, Arkansas 72201 (hereinafter sometimes

referred to as "Lavizzo-Mourey"); EARL CLEMMONS, an individual having an address

at 111 Center Street, Suite 2400, Little Rock, Arkansas 72201 (hereinafter

sometimes referred to as "Clemmons"); CURTIS F. BRADBURY, an individual having

an address at 111 Center Street, Suite 2400, Little Rock, Arkansas 72201

(hereinafter sometimes referred to as "Bradbury"); JACKSON FARROW, JR., an

individual having an address at 111 Center Street, Suite 2400, Little Rock,

Arkansas 72201 (hereinafter sometimes referred to as "Farrow"); C. RAY GASH, an

individual having an address at 111 Center Street, Suite 2400, Little Rock,

Arkansas 72201 (hereinafter sometimes referred to as "Gash"); JAMES O. JACOBY,

JR., an individual having an address at 111 Center Street, Suite 2400, Little

Rock, Arkansas 72201 (hereinafter sometimes referred to as "J. Jacoby"); JON

E.M. JACOBY, an individual having an address at 111 Center Street, Suite 2400,

Little Rock, Arkansas 72201 (hereinafter sometimes referred to as "J.E.M.

Jacoby"); DOUGLAS H. MARTIN, an individual having an address at 111 Center

Street, Suite 2400, Little Rock, Arkansas 72201 (hereinafter sometimes referred

to as "Martin"); ROBERT L. SCHULTE, an individual having an address at 111

Center Street, Suite 2400, Little Rock, Arkansas 72201 (hereinafter sometimes

referred to as "Schulte"); K. RICK TURNER, an individual having an address at

111 Center Street, Suite 2400, Little Rock, Arkansas 72201 (hereinafter

sometimes referred to as "Turner"); NANCY WEAVER, an individual having an

address at 111 Center Street, Suite 2400, Little Rock, Arkansas 72201

(hereinafter sometimes referred to as "Weaver"); RONNIE CORBIN, an individual

having an address at 8605 Rosewood Drive, Fort Smith, Arkansas 72903(hereinafter

sometimes referred to as "Corbin"); STACY LYNN PATTERSON TRUST, STACY LYNN

PATTERSON, TRUSTEE, having an address at 4 Galway Drive, Wynne,









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Arkansas 72396 (hereinafter sometimes referred to as "Patterson Trust"); JAMES

H. CALDWELL TRUST, JAMES H. CALDWELL, TRUSTEE; having an address at 4 Galway

Drive, Wynne, Arkansas 72396 (hereinafter sometimes referred to as "J.H.

Caldwell Trust"); JODY LEA CALDWELL TRUST, JODY LEA CALDWELL, TRUSTEE, having an

address at 4 Galway Drive, Wynne, Arkansas 72396 (hereinafter sometimes referred

to as "J.L. Caldwell Trust"); AARON GLEN POOL TRUST, JAMES H. CALDWELL, TRUSTEE;

having an address at 4 Galway Drive, Wynne, Arkansas 72396 (hereinafter

sometimes referred to as "Pool Trust"); CARLY CALDWELL TRUST, JAMES H. CALDWELL,

TRUSTEE, having an address at 4 Galway Drive, Wynne, Arkansas 72396 (hereinafter

sometimes referred to as "C. Caldwell Trust"); KATIE CALDWELL TRUST, JAMES H.

CALDWELL, TRUSTEE, having an address at 4 Galway Drive, Wynne, Arkansas 72396

(hereinafter sometimes referred to as "K. Caldwell Trust"); JOHN SCOFIELD, an

individual having an address at 1161 Oyster Catcher Court, Johns Island, South

Carolina 29455, (hereinafter sometimes referred to as "Scofield"); TIMOTHY E.

MCNATT, an individual having an address at 3073 Highway 64, Wynne, Arkansas

72396 (hereinafter sometimes referred to as "McNatt"); and RANDAL E. CALDWELL,

an individual having an address at 4 Galway Drive, Wynne, Arkansas 72396 (Each

of the shareholders of Company listed above are hereinafter sometimes referred

to individually as a "Shareholder" and collectively as the "Shareholders").





                              W I T N E S S E T H:





         WHEREAS, the Company (as such term is defined in Section 1.1(g) hereof)

is engaged in the business of marketing, advertising, selling, leasing, renting,

distributing or otherwise providing oxygen, oxygen equipment, aerosol inhalation

therapy equipment and respiratory medications, nasal continuous positive airway

pressure devices, infant monitoring equipment and services, home sleep studies

and related therapy equipment, infusion therapy equipment, drugs, products,

supplies and services, and other respiratory therapy, durable medical and

infusion therapy equipment, products, supplies and services to customers in

their homes or other alternative site care facilities in the Territory (as such

term is defined in Section 1.1(f) hereof); and



         WHEREAS, Lincare desires to acquire, and Company desires to sell to

Lincare, substantially all of the business and assets of Company;



         NOW, THEREFORE, in consideration of the foregoing and the mutual

covenants and agreements herein contained, the parties hereto agree and contract

as follows:





Article 1 - DEFINITIONS





         1.1      In this Agreement, the following terms shall mean the

following:



                  (a)      "Assets" shall mean and include all assets and

properties owned, leased, rented, used or otherwise possessed by Company, of

every kind, character and description, whether tangible or intangible, and

wherever located, except for the Excluded Assets (as defined in Section 1.1(c)

hereof). The Assets shall include, but shall not be limited to, the following:



                           (i)      all of Company's rights with respect to the

real property leased, rented, used or otherwise possessed by the









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Company at those locations listed on Schedule 1 hereto which are not identified

as Excluded Assets;



                           (ii)     all of the oxygen equipment, aerosol

inhalation therapy equipment, nasal continuous positive airway pressure devices,

infant monitoring equipment, home sleep study and related therapy equipment,

infusion therapy equipment, drugs, products and supplies, and all other

respiratory therapy, durable medical, and infusion therapy equipment, products

and supplies owned, leased, rented, used or otherwise possessed by the Company

(including, but not limited to, all of such items provided to customers in their

homes or alternative site care facilities);



                           (iii)    all of the inventory, disposables, spare

parts, materials, work-in-process and supply items owned, leased, rented, used

or otherwise possessed by Company;



                           (iv)     all other equipment, products, machines,

furniture, fixtures, furnishings, parts, supplies and vehicles owned, leased,

rented, used or otherwise possessed by Company;



                           (v)      all accounts receivable, refunds,

receivables, notes, evidences of indebtedness, credits, claims, debts and

obligations of any kind due and owing to the Company as of the Closing Date (as

defined in Section 6.1 hereof) or which become due and owing to the Company on

or after the Closing Date or which accrue to the Company on or after the Closing

Date;



                           (vi)     all corporate names, patents, trademarks,

trade names, service marks, copyrights and applications therefor owned or

licensed by Company in respect to the Business, including, but not limited to,

the names "United Medical, Inc.", "Tennessee Welding Supply, Inc., d/b/a Argo

Medical Services, Inc.", "Home Oxygen Medical Equipment, Inc.", "Transitional

Respiratory Care" and "T.R.C.";



                           (vii)    the originals and all copies of the customer

list of the Business, all customer files of the Business, the current and

historical referral list of the Business, and all other documents, files and

records of, or relating to, any of the Assets or the Business;



                           (viii)   all of the rights and interests in and to

the specific contracts, agreements and leases set forth on Schedules 1, 2 and 3

attached hereto, but specifically excluding as Excluded Assets, subject to the

provisions of Sections 3.4 and 4.6(b)(ii) and (iii) hereof, those contracts,

agreements and leases listed on Schedules 1, 2 and 3 hereof and designated as

Excluded









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Assets. Schedules 1, 2, and 3 contain each and every "material" contract,

agreement and lease of, or relating to, the Company, the Business or any of the

Assets; provided, however, if at any time it is determined that any contract,

agreement or lease was omitted from such schedules, Lincare shall have the

option, in its sole discretion, to determine whether such contract, agreement or

lease shall be an Asset or Excluded Asset under this Agreement, whether to

accept or reject assignment of each such contract, agreement or lease, and

whether the Contract Asset Purchase Requirements (as defined in Section 3.4

hereof) of Sections 3.4 and 4.6(b)(iii) shall apply to any such additional

contract, agreement or lease. For purposes of this Agreement, any contract,

agreement or lease shall be considered "material" if the aggregate annual

payments to be made by or to Company under each such contract, agreement or

lease exceeds $20,000. If Lincare does not expressly accept responsibility in

writing for the contract, agreement or lease which is not included on Schedules

1, 2 or 3, the obligations of that contract, agreement or lease remain the

responsibility of Company and the Shareholders. Company and Shareholders agree

to amend promptly Schedule 1, 2, or 3 hereof, as the case may be, after the

Closing Date, to include all such additional contracts, agreements, and leases

in accordance with Lincare's determinations;



                           (ix)     the sole and exclusive use of all Medicare,

Medicaid and other public or private insurance carrier provider numbers and all

regulatory licenses and permits owned, held, used, or otherwise possessed by the

Company, to the extent the same are assignable to Lincare under applicable law;



                           (x)      all of the Business of Company;



                           (xi)     the exclusive use of the telephone numbers

of Company and all intangible personal property rights and goodwill of Company;

and



                           (xii)    all billings for any equipment, products,

supplies or services provided to any customers of Company after May 25, 2000, it

being agreed that the right to all such billings after May 25, 2000 shall be

included in the Assets purchased by Lincare and shall be for the sole benefit of

Lincare.



                  (b)      "Business" shall mean the entire business of Company

and each of its subsidiaries, including, but not limited to, the business of

marketing, advertising, selling, leasing, renting, distributing or otherwise

providing oxygen, oxygen equipment, aerosol inhalation therapy equipment and

respiratory medications, nasal continuous positive airway pressure devices,

infant monitoring equipment and services, home sleep studies and related









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therapy equipment, infusion therapy equipment, drugs, products, supplies and

services (including, but not limited to, those related to antibiotic,

parenteral, enteral, hydration, chemotherapy, chelation, terabutaline, pain

management, diabetic or renal therapies, drugs for congestive heart failure,

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