PSS WORLD MEDICAL INC
NUTTER
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<DESCRIPTION>NUTTER
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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Level 3 Officer Agreement </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EMPLOYMENT AGREEMENT </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS
EMPLOYMENT AGREEMENT (this &#147;Agreement&#148;) is made and entered into this first day
of November, 2003 by and between PSS World Medical, Inc., a Florida corporation
(hereinafter, the &#147;Company&#148; which term shall include the Company&#146;s other
subsidiaries, affiliates and successors), and Gary J. Nutter (hereinafter,
&#147;Executive&#148;). </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>BACKGROUND </U></FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company desires to engage Executive in the executive capacities set forth herein, in
accordance with the terms and conditions of this Agreement. Executive is willing to serve
as such in accordance with the terms and conditions of this Agreement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW
THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements
set forth herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Effective Date</U>. This Agreement is effective as of November 1, 2003 (the
          &#147;Effective Date&#148;). </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Employment</U>. Executive is currently employed as the Vice President of
          Sales of Gulf South Medical Supply, Inc., a subsidiary of PSS World Medical,
          Inc. The purpose of this Agreement is to set forth the terms of Executive&#146;s
          employment. Executive&#146;s responsibilities under this Agreement shall be in
          accordance with the policies and objectives established by the Chief Executive
          Officer or the Board of Directors of the Company (the &#147;Board&#148;) and
          shall be consistent with the responsibilities of similarly situated executives
          of comparable companies in similar lines of business. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Employment Period</U>. Unless earlier terminated herein in accordance with
          Section&nbsp;7 hereof, Executive&#146;s employment shall be for a two-year term
          (the &#147;Employment Period&#148;), beginning on the Effective Date. The
          Employment Period shall, without further action by Executive or the Company, be
          extended by an additional one-year period on each anniversary of the Effective
          Date; <I>provided, however</I>, that either party may, by notice to the other,
          cause the Employment Period to cease to extend automatically. Upon such notice,
          the Employment Period shall terminate upon the expiration of the then-current
          term, including any prior extensions. Notwithstanding the foregoing, if a Change
          in Control occurs the Employment Period shall be automatically extended through
          the later of (i) the second anniversary of the Change in Control, or (ii) the
          normal expiration of the then-current term, including any prior extensions. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Extent of Service</U>. During the Employment Period, and excluding any
          periods of vacation and sick leave to which Executive is entitled, Executive
          agrees to devote his business time, attention, skill and efforts exclusively to
          the faithful performance of his duties hereunder; <I>provided, however</I>, that
          it shall not be a violation of this Agreement for Executive to (i) devote
          reasonable periods of time to charitable and community activities and, with the
          approval of the Company, industry or professional activities, and/or (ii) manage
          personal business interests and investments, so long as such activities do not
          materially interfere with the performance of Executive&#146;s responsibilities
          under this Agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Compensation and Benefits</U>. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Base Salary</U>. During the Employment Period, the Company will pay to
          Executive a base salary in an amount not less than that in effect for Executive
          on the Effective Date (&#147;Base Salary&#148;), less normal withholdings,
          payable in equal monthly or more frequent installments as are customary under
          the Company&#146;s payroll practices from time to time. The Compensation
          Committee of the Board shall review Executive&#146;s Base Salary annually and in
          its sole discretion, subject to approval of the Board, may increase
          Executive&#146;s Base Salary from year to year. The annual review of
          Executive&#146;s salary by the Board will consider, among other things,
          Executive&#146;s own performance and the Company&#146;s performance. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Incentive, Savings and Retirement Plans</U>. During the Employment Period,
          Executive shall be entitled to participate in all incentive, savings and
          retirement plans, practices, policies and programs applicable generally to level
          3 officers of the Company and its affiliated companies (&#147;Peer
          Executives&#148;), and on the same basis as such Peer Executives. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Welfare Benefit Plans</U>. During the Employment Period, Executive and
          Executive&#146;s family shall be eligible for participation in and shall receive
          all benefits under welfare benefit plans, practices, policies and programs
          provided by the Company and its affiliated companies (including, without
          limitation, medical, prescription, dental, disability, employee life, group
          life, accidental death and travel accident insurance plans and programs) to the
          extent applicable generally to Peer Executives. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Expenses</U>. During the Employment Period, Executive shall be entitled to
          receive prompt reimbursement for all reasonable expenses incurred by Executive
          in accordance with the policies, practices and procedures of the Company and its
          affiliated companies to the extent applicable generally to Peer Executives. </FONT></P>


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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-1- </FONT></P>



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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Fringe Benefits</U>. During the Employment Period, Executive shall be
          entitled to fringe benefits in accordance with the plans, practices, programs
          and policies of the Company and its affiliated companies in effect for Peer
          Executives. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Change in Control</U>. A &#147;Change in Control&#148; shall mean: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The acquisition by any individual, entity or group (within the meaning of
          Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
          (the &#147;Exchange Act&#148;)) (a &#147;Person&#148;) of beneficial ownership
          (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of either
          (i) 25% or more of the then outstanding shares of common stock of the Company
          (&#147;Company Common Stock&#148;), or (ii) securities of the Company
          representing 25% or more of the combined voting power of the then outstanding
          securities of the Company eligible to vote for the election of directors (the
          &#147;Company Voting Securities&#148;); <I>provided, however</I>, that for
          purposes of this subsection (a), the following acquisitions shall not constitute
          a Change in Control: (w) an acquisition directly from the Company, (x) an
          acquisition by the Company or any corporation controlled by the Company, (y) an
          acquisition by any employee benefit plan (or related trust) sponsored or
          maintained by the Company or any corporation controlled by the Company, or (z)
          any acquisition pursuant to a Non-Qualifying Transaction (as defined in
          subsection (c) of this definition); or </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Individuals who, as of the Effective Date, constitute the Board (the
          &#147;Incumbent Board&#148;) cease for any reason to constitute at least a
          majority of the Board; <I>provided, however</I>, that any individual becoming a
          director subsequent to the Effective Date whose election, or nomination for
          election by the Company&#146;s stockholders, was approved by a vote of at least
          a majority of the directors then comprising the Incumbent Board shall be
          considered as though such individual were a member of the Incumbent Board,
          <I>provided, however</I>, that no individual initially elected or nominated as a
          director of the Company as a result of an actual or threatened election contest
          with respect to the election or removal of directors (&#147;Election
          Contest&#148;) or other actual or threatened solicitation of proxies or consents
          by or on behalf of any Person other than the Board (&#147;Proxy Contest&#148;),
          including by reason of any agreement intended to avoid or settle any Election
          Contest or Proxy Contest, shall be deemed an Incumbent Director; or </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Consummation of a reorganization, merger or consolidation, statutory share
          exchange or similar form of corporate transaction involving the Company or a
          corporation controlled by the Company, or the sale or other disposition of all
          or substantially all of the Company&#146;s assets, or the acquisition by the
          Company of assets or stock of another corporation (any of such transactions, a
          &#147;Business Transaction&#148;), unless immediately following such Business
          Transaction, all of the following are true: (i) all or substantially all of the
          individuals and entities who were the beneficial owners, respectively, of the
          outstanding Company Common Stock and outstanding Company Voting Securities
          immediately prior to such Business Transaction beneficially own, directly or
          indirectly, more than 60% of, respectively, the then outstanding shares of
          common stock and the combined voting power of the then outstanding voting
          securities entitled to vote generally in the election of directors, as the case
          may be, of the corporation resulting from such Business Transaction (including,
          without limitation, a corporation which as a result of such transaction owns the
          Company or all or substantially all of the Company&#146;s assets either directly
          or through one or more subsidiaries, the &#147;Surviving Corporation&#148;) in
          substantially the same proportions as their ownership, immediately prior to such
          Business Transaction of the outstanding Company Common Stock and outstanding
          Company Voting Securities, as the case may be, and (ii) no Person (other than
          (x) the Company or any subsidiary of the Company, (y) the Surviving Corporation
          or its ultimate parent corporation, or (z) any employee benefit plan (or related
          trust) sponsored or maintained by any of the foregoing) beneficially owns,
          directly or indirectly, 25% or more of the total common stock of the Surviving
          Corporation or 25% or more of the combined voting power of the then outstanding
          voting securities eligible to elect directors of the Surviving Corporation,
          except to the extent that such ownership existed prior to the Business
          Transaction, and (iii) at least a majority of the members of the board of
          directors of the Surviving Corporation were members of the Incumbent Board at
          the time of the Board approval of the execution of the initial agreement
          providing for such Business Transaction (any Business Transaction which
          satisfies all of the criteria specified in (i), (ii) and (iii) above shall be
          deemed to be a &#147;Non-Qualifying Transaction&#148;). </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          If Executive&#146;s employment responsibilities are primarily with Gulf South
          Medical Supply, Inc., a disposition by the Company of a majority of the stock or
          substantially all of the assets of Gulf South Medical Supply, Inc.; <I>provided,
          however,</I> that if Executive is offered and accepts a position with the
          Company or another subsidiary or division of the Company immediately following
          such disposition of Gulf South Medical Supply, Inc., then a Change of Control
          shall not be deemed to have occurred by virtue of this subsection (d); or </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          If Executive&#146;s employment responsibilities are primarily with the Physician
          Sales &amp; Service division of the Company, a disposition by the Company of
          substantially all of the assets of such <I>division; provided, however,</I> that
          if Executive is offered and accepts a position with the Company or another
          subsidiary or division of the Company immediately following such disposition of
          the Physician Sales &amp; Service division, then a Change of Control shall not
          be deemed to have occurred by virtue of this subsection (e). </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Termination of Employment</U>. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-2- </FONT></P>



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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Death, Retirement or Disability</U>. Executive&#146;s employment shall
          terminate automatically upon Executive&#146;s death or Retirement during the
          Employment Period. For purposes of this Agreement, &#147;Retirement&#148; shall
          mean normal retirement as defined in the Company&#146;s then-current retirement
          plan, or if there is no such retirement plan, &#147;Retirement&#148; shall mean
          voluntary termination after age 65 with ten years of service. If the Company
          determines in good faith that the Disability of Executive has occurred during
          the Employment Period (pursuant to the definition of Disability set forth
          below), it may give Executive written notice in accordance with
          Section&nbsp;15(f) of this Agreement of its intention to terminate
          Executive&#146;s employment. In such event, Executive&#146;s employment with the
          Company shall terminate effective on the 30th day after receipt of such written
          notice by Executive (the &#147;Disability Effective Date&#148;), provided that,
          within the 30 days after such receipt, Executive shall not have returned to
          full-time performance of Executive&#146;s duties. For purposes of this
          Agreement, &#147;Disability&#148; shall mean a mental or physical disability as
          determined by the Board in accordance with standards and procedures similar to
          those under the Company&#146;s employee long-term disability plan, if any. At
          any time that the Company does not maintain such a long-term disability plan,
          Disability shall mean the inability of Executive, as determined by the Board, to
          perform the essential functions of his regular duties and responsibilities (with
          or without reasonable accommodation) due to a medically determinable physical or
          mental illness which has lasted (or can reasonably be expected to last) for a
          period of six consecutive months. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Termination by the Company</U>. The Company may terminate Executive&#146;s
          employment during the Employment Period with or without Cause. For purposes of
          this Agreement, &#147;Cause&#148; shall mean: </FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
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<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          the
willful and continued failure of Executive to perform substantially           Executive&#146;s
duties with the Company (other than any such failure resulting           from incapacity
due to physical or mental illness, and specifically excluding           any failure by
Executive, after reasonable efforts, to meet performance           expectations), after a
written demand for substantial performance is delivered           to Executive by the
Board which specifically identifies the manner in which the           Board believes that
Executive has not substantially performed Executive&#146;s           duties, or  </FONT></P></TD>
</TR>
</TABLE>
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<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          the
willful engaging by Executive in illegal conduct or gross misconduct which           is
materially and demonstrably injurious to the Company.  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
purposes of this provision, no act or failure to act, on the part of Executive, shall be
considered &#147;willful&#148; unless it is done, or omitted to be done, by Executive in
bad faith or without reasonable belief that Executive&#146;s action or omission was in the
best interests of the Company. Any act, or failure to act, based upon authority given
pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for
the Company shall be conclusively presumed to be done, or omitted to be done, by Executive
in good faith and in the best interests of the Company. The cessation of employment of
Executive shall not be deemed to be for Cause unless and until there shall have been
delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not
less than a majority of the entire membership of the Board (excluding Executive if
Executive is a director) at a meeting of the Board called and held for such purpose (after
reasonable notice is provided to Executive and Executive is given an opportunity, together
with counsel, to be heard before the Board), finding that, in the good faith opinion of
the Board, Executive is guilty of the conduct described in subparagraph (i) or (ii) above,
and specifying the particulars thereof in detail. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Termination by Executive</U>. Executive&#146;s employment may be terminated
          by Executive for Good Reason or no reason. For purposes of this Agreement,
          &#147;Good Reason&#148; shall mean: </FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          without
the written consent of Executive, the assignment to Executive of any           duties
materially inconsistent with Executive&#146;s position (including status,
          offices, titles and reporting requirements), authority, duties or
          responsibilities as in effect on the Effective Date, or any other action by the
          Company which results in a material diminution in such position, authority,
          duties or responsibilities, excluding for this purpose an isolated,
          insubstantial and inadvertent action not taken in bad faith and which is
          remedied by the Company promptly after receipt of notice thereof given by
          Executive;  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          a
reduction by the Company in Executive&#146;s Base Salary and benefits as in
          effect on the Effective Date or as the same may be increased from time to time,
          unless a similar reduction is made in salary and benefits of Peer Executives
          generally;  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          after
the occurrence of a Change in Control, the Company&#146;s requiring           Executive
to be based at any office or location other than in the greater           Jacksonville,
Florida metropolitan area or the Company&#146;s requiring           Executive to travel
on Company business to a substantially greater extent than           required immediately
prior to the Effective Date; or  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
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<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          any
failure by the Company to comply with and satisfy Section 14(b) of this Agreement. </FONT></P></TD>
</TR>
</TABLE>
<BR>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-3- </FONT></P>



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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Notice of Termination</U>. Any termination by the Company for Cause, or by
          Executive for Good Reason, shall be communicated by Notice of Termination to the
          other party hereto given in accordance with Section 15(f) of this Agreement. For
          purposes of this Agreement, a &#147;Notice of Termination&#148; means a written
          notice that (i) indicates the specific termination provision in this Agreement
          relied upon, (ii) to the extent applicable, sets forth in reasonable detail the
          facts and circumstances claimed to provide a basis for termination of
          Executive&#146;s employment under the provision so indicated, and (iii) if the
          Date of Termination (as defined below) is other than the date of receipt of such
          notice, specifies the termination date (which date shall be not more than 30
          days after the giving of such notice). The failure by Executive or the Company
          to set forth in the Notice of Termination any fact or circumstance which
          contributes to a showing of Good Reason or Cause shall not waive any right of
          Executive or the Company, respectively, hereunder or preclude Executive or the
          Company, respectively, from asserting such fact or circumstance in enforcing
          Executive&#146;s or the Company&#146;s rights hereunder. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Date of Termination</U>. &#147;Date of Termination&#148; means (i) if
          Executive&#146;s employment is terminated by the Company for Cause, or by
          Executive for Good Reason, the date of receipt of the Notice of Termination or
          any later date specified therein (which date shall be not more than 30 days
          after the giving of such notice), as the case may be, (ii) if Executive&#146;s
          employment is terminated by the Company other than for Cause or Disability, the
          Date of Termination shall be the date on which the Company notifies Executive of
          such termination or any later date specified in the Notice of Termination (which
          date shall be not more than 30 days after the giving of such notice), and (iii)
          if Executive&#146;s employment is terminated by reason of death, Retirement or
          Disability, the Date of Termination shall be the date of death or Retirement of
          Executive or the Disability Effective Date, as the case may be. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Obligations of the Company upon Termination</U>. </FONT></P>



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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Termination by Executive for Good Reason; Termination by the Company Other
          Than for Cause, Death or Disability</U>. If, during the Employment Period, the
          Company shall terminate Executive&#146;s employment other than for Cause, death
          or Disability, or Executive shall terminate employment for Good Reason within a
          period of 30 days after the occurrence of the event giving rise to Good Reason,
          then in consideration of Executive&#146;s services rendered prior to such
          termination and as reasonable compensation for his compliance with the
          Restrictive Covenants in Section 13 hereof, and, with respect to the payments
          and benefits described in clauses (i)(B) and (ii) below, only if Executive
          executes a Release in substantially the form of Exhibit A hereto (the
          &#147;Release&#148;): </FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          the
Company shall pay to Executive in a lump sum in cash within 30 days after           the
Date of Termination or, with respect to the prorata bonus described in           clause
A(2) below, within 30 days after the determination of the bonus amount,           the
aggregate of the following amounts:  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=10%></TD>
<TD WIDTH=90%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          the
sum of (1) Executive&#146;s Base Salary through the Date of Termination to the extent not theretofore paid, (2) if the Date of Termination occurs after or in
connection with the occurrence of a Change in Control, the product of (x) Executive&#146;s
annual bonus that would have been payable with respect to the fiscal year in which the
Date of Termination occurs (determined at the end of such year based on actual performance
results through the end of such year) and (y) a fraction, the numerator of which is the
number of days in the current fiscal year through the Date of Termination, and the
denominator of which is 365, and (3) any accrued vacation pay, to the extent not
theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be
hereinafter referred to as the &#147;Accrued Obligations&#148;); and </FONT></P></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=10%></TD>
<TD WIDTH=90%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          the
amount equal to three-quarters (0.75) times the sum of (1) Executive&#146;s annual Base Salary in effect as of the Date of Termination, and (2) Executive&#146;s
target annual bonus for the year in which the Date of Termination occurs (&#147;Target
Bonus&#148;) (such amount is referred to as the &#147;Severance Payment&#148;);
<I>provided, however</I>, that if the Date of Termination occurs after or in connection
with the occurrence of a Change in Control, the Severance Payment shall be the amount
equal to one and one-half (1.5) times the sum of (1) Executive&#146;s annual Base Salary
in effect as of the Date of Termination, and (2) Executive&#146;s Target Bonus; and </FONT></P></TD>
</TR>
</TABLE>
<BR>


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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          for
nine months after Executive&#146;s Date of Termination (or eighteen months           in
the event that the Date of Termination occurs after or in connection with the
          occurrence of a Change in Control), or such longer period as may be provided by
          the terms of the appropriate plan, program, practice or policy, the Company
          shall continue benefits to Executive and/or Executive&#146;s family at least
          equal to those which would have been provided to them in accordance with the
          welfare plans, programs, practices and policies described in Section 5(c) of
          this Agreement if Executive&#146;s employment had not been terminated or, if
          more favorable to Executive, as in effect generally at any time thereafter with
          respect to Peer Executives and their families, <I>provided, however</I>, that
if           Executive becomes re-employed with another employer and is eligible to
receive           medical or other welfare benefits under another employer provided plan,
the           medical and other welfare benefits described herein shall be secondary to
those           provided under such other plan during such applicable period of
eligibility           (&#147;Welfare Benefits&#148;); and  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-4- </FONT></P>



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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          the
Company shall, within 30 days of receipt of reasonably documented invoices
          therefor, reimburse Executive&#146;s actual cost (not to exceed $15,000) for
          outplacement expenses incurred within one year after the Date of Termination;
          and  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          to
the extent not theretofore paid or provided, the Company shall timely pay or
          provide to Executive any other amounts or benefits required to be paid or
          provided or which Executive is eligible to receive under any plan, program,
          policy or practice or contract or agreement of the Company and its affiliated
          companies (such other amounts and benefits shall be hereinafter referred to as
          the &#147;Other Benefits&#148;).  </FONT></P></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Death</U>. If Executive&#146;s employment is terminated by reason of
          Executive&#146;s death during the Employment Period, this Agreement shall
          terminate without further obligations to Executive&#146;s legal representatives
          under this Agreement, other than for payment of Accrued Obligations (excluding
          the pro-rata bonus described in clause 2 of Section 8(a)(i)(A)) and the timely
          payment or provision of Other Benefits. Accrued Obligations shall be paid to
          Executive&#146;s estate or beneficiary, as applicable, in a lump sum in cash
          within 30 days of the Date of Termination. With respect to the provision of
          Other Benefits, the term Other Benefits as used in this Section&nbsp;8(b) shall
          include, without limitation, and Executive&#146;s estate and/or beneficiaries
          shall be entitled to receive, benefits under such plans, programs, practices and
          policies relating to death benefits, if any, as applicable to Executive on the
          Date of Termination. </FONT></P>



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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Disability</U>. If Executive&#146;s employment is terminated by reason of
          Executive&#146;s Disability during the Employment Period, this Agreement shall
          terminate without further obligations to Executive, other than for payment of
          Accrued Obligations (excluding the pro-rata bonus described in clause 2 of
          Section 8(a)(i)(A)) and the timely payment or provision of Other Benefits.
          Accrued Obligations shall be paid to Executive in a lump sum in cash within 30
          days of the Date of Termination. With respect to the provision of Other
          Benefits, the term Other Benefits as used in this Section&nbsp;8(c) shall
          include, without limitation, and Executive shall be entitled after the
          Disability Effective Date to receive, disability and other benefits under such
          plans, programs, practices and policies relating to disability, if any, as
          applicable to Executive on the Date of Termination. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Retirement</U>. If Executive&#146;s employment is terminated by reason of
          Executive&#146;s Retirement during the Employment Period, this Agreement shall
          terminate without further obligations to Executive, other than for payment of
          Accrued Obligations (excluding the pro-rata bonus described in clause 2 of
          Section 8(a)(i)(A)) and the timely payment or provision of Other Benefits.
          Accrued Obligations shall be paid to Executive in a lump sum in cash within 30
          days of the Date of Termination. With respect to the provision of Other
          Benefits, the term Other Benefits as used in this Section&nbsp;8(d) shall
          include, without limitation, and Executive shall be entitled after the Date of
          Termination to receive, retirement and other benefits under such plans,
          programs, practices and policies relating to retirement, if any, as applicable
          to Executive on the Date of Termination. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Cause or Voluntary Termination without Good Reason</U>. If Executive&#146;s
          employment shall be terminated for Cause during the Employment Period, or if
          Executive voluntarily terminates employment during the Employment Period without
          Good Reason, this Agreement shall terminate without further obligations to
          Executive, other than for payment of Accrued Obligations (excluding the pro-rata
          bonus described in clause 2 of Section 8(a)(i)(A)) and the timely payment or
          provision of Other Benefits. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Non-exclusivity of Rights</U>. Nothing in this Agreement shall prevent or
          limit Executive&#146;s continuing or future participation in any plan, program,
          policy or practice provided by the Company or any of its affiliated companies
          and for which Executive may qualify, nor, subject to Section&nbsp;15(d), shall
          anything herein limit or otherwise affect such rights as Executive may have
          under any contract or agreement with the Company or any of its affiliated
          companies. Amounts which are vested benefits or which Executive is otherwise
          entitled to receive under any plan, policy, practice or program of or any
          contract or agreement with the Company or any of its affiliated companies at or
          subsequent to the Date of Termination shall be payable in accordance with such
          plan, policy, practice or program or contract or agreement except as explicitly
          modified by this Agreement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Certain Additional Payments by the Company</U>. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Anything in this Agreement to the contrary notwithstanding and except as set
          forth below, in the event it shall be determined that any benefit, payment or
          distribution by the Company to or for the benefit of Executive (whether paid or
          payable or distributed or distributable pursuant to the terms of this Agreement
          or otherwise, but determined without regard to any additional payments required
          under this Section 10) (a &#147;Payment&#148;) would be subject to the excise
          tax imposed by Section 4999 of the Code or any interest or penalties are
          incurred by Executive with respect to such excise tax (such excise tax, together
          with any such interest and penalties, are hereinafter collectively referred to
          as the &#147;Excise Tax&#148;), then: Executive shall be entitled to receive an
          additional payment (a &#147;Gross-Up Payment&#148;) in an amount such that after
          payment by Executive of all taxes (including any interest or penalties imposed
          with respect to such taxes), including, without limitation, any income taxes
          (and any interest and penalties imposed with respect thereto) and Excise Tax
          imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up
          Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the
          foregoing provisions of this Section 10(a), if it shall be determined that
          Executive is entitled to a Gross-Up Payment, but that Executive, after taking
          into account the Payments and the Gross-Up Payment, would not receive a net
          after-tax benefit of at least $50,000 (taking into account both income taxes and
          any Excise Tax) as compared to the net after-tax proceeds to Executive resulting
          from an elimination of the Gross-Up Payment and a reduction of the</FONT></P>


<!-- MARKER FORMAT-SHEET="Para Mid" FSL="Project" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-5- </FONT></P>



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<!-- MARKER FORMAT-SHEET="Para Left-TNR" FSL="Workstation" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Payments, in
          the aggregate, to an amount (the &#147;Reduced Amount&#148;) such that the
          receipt of Payments would not give rise to any Excise Tax, then no Gross-Up
          Payment shall be made to Executive and the Payments, in the aggregate, shall be
          reduced to the Reduced Amount. Executive may select the Payments to be limited
          or reduced.  </FONT></P>





<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Subject to the provisions of Section 10(c), all determinations required to be
          made under this Section 10, including whether and when a Gross-Up Payment is
          required and the amount of such Gross-Up Payment and the assumptions to be used
          in arriving at such determination, shall be made by the Company&#146;s regular
          independent accounting firm at the expense of the Company or, at the election
          and expense of Executive, another nationally recognized independent accounting
          firm (the &#147;Accounting Firm&#148;) which shall provide detailed supporting
          calculations. Any determination by the Accounting Firm shall be binding upon the
          Company and Executive. As a result of the uncertainty in the application of
          Section 4999 of the Code at the time of the initial determination by the
          Accounting Firm hereunder, it is possible that Gross-Up Payments which will not
          have been made by the Company should have been made (&#147;Underpayment&#148;),
          consistent with the calculations required to be made hereunder. In the event
          that the Company exhausts its remedies pursuant to Section 10(c) and Executive
          thereafter is required to make a payment of any Excise Tax, the Accounting Firm
          shall determine the amount of the Underpayment that has occurred and any such
          Underpayment shall be promptly paid by the Company to or for the benefit of
          Executive. </FONT></P>


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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Executive shall notify the Company in writing of any claim by the Internal
          Revenue Service that, if successful, would require the payment by the Company of
          the Gross-Up Payment. Such notification shall be given as soon as practicable
          but no later than ten business days after Executive is informed in writing of
          such claim and shall apprise the Company of the nature of such claim and the
          date on which such claim is requested to be paid. Executive shall not pay such
          claim prior to the expiration of the 30-day period following the date on which
          it gives such notice to the Company (or such shorter period ending on the date
          that any payment of taxes with respect to such claim is due). If the Company
          notifies Executive in writing prior to the expiration of such period that it
          desires to contest such claim, Executive shall: </FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          give
the Company any information reasonably requested by the Company relating to
          such claim,  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          take
such action in connection with contesting such claim as the Company shall
          reasonably request in writing from time to time, including, without limitation,
          accepting legal representation with respect to such claim by an attorney
          reasonably selected by the Company,  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;cooperate
 with the Company in good faith in order  effectively  to contest  such claim, and </FONT></P></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          permit
the Company to participate in any proceedings relating to such claim; <I>provided, however</I>,
that the Company shall bear and pay directly all costs           and expenses (including
additional interest and penalties) incurred in           connection with such contest and
shall indemnify and hold Executive harmless, on           an after-tax basis, for any
Excise Tax or income tax (including interest and           penalties with respect
thereto) imposed as a result of such representation and           payment of costs and
expenses. Without limitation of the foregoing provisions of           this Section 10(c),
the Company shall control all proceedings taken in           connection with such contest
and, at its sole option, may pursue or forgo any           and all administrative
appeals, proceedings, hearings and conferences with the           taxing authority in
respect of such claim and may, at its sole option, either           direct Executive to
pay the tax claimed and sue for a refund or contest the           claim in any
permissible manner, and Executive agrees to prosecute such contest           to a
determination before any administrative tribunal, in a court of initial
          jurisdiction and in one or more appellate courts, as the Company shall
          determine; <I>provided, however</I>, that if the Company directs Executive to
          pay such claim and sue for a refund, the Company shall advance the amount of
          such payment to Executive, on an interest-free basis and shall indemnify and
          hold Executive harmless, on an after-tax basis, from any Excise Tax or income
          tax (including interest or penalties with respect thereto) imposed with respect
          to such advance or with respect to any imputed income with respect to such
          advance; and further provided that any extension of the statute of limitations
          relating to payment of taxes for the taxable year of Executive with respect to
          which such contested amount is claimed to be due is limited solely to such
          contested amount. Furthermore, the Company&#146;s control of the contest shall
          be limited to issues with respect to which a Gross-Up Payment would be payable
          hereunder and Executive shall be entitled to settle or contest, as the case may
          be, any other issue raised by the Internal Revenue Service or any other taxing
          authority.  </FONT></P></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          If, after the receipt by Executive of an amount advanced by the Company pursuant
          to Section 10(c), Executive becomes entitled to receive any refund with respect
          to such claim, Executive shall (subject to the Company&#146;s complying with the
          requirements of Section 10(c)) promptly pay to the Company the amount of such
          refund (together with any interest paid or credited thereon after taxes
          applicable thereto). </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-6- </FONT></P>



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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Costs of Enforcement</U>. In any action taken in good faith relating to the
          enforcement of this Agreement or any provision herein after the occurrence of a
          Change in Control, Executive shall be entitled to be paid any and all costs and
          expenses incurred by him in enforcing or establishing his rights thereunder,
          including, without limitation, reasonable attorneys&#146; fees, whether suit be
          brought or not, and whether or not incurred in trial, bankruptcy or appellate
          proceedings. In all other circumstances, each party in any such action shall pay
          his or its own such costs and expenses. </FONT></P>



<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Representations and Warranties</U>. Executive hereby represents and warrants
          to the Company that Executive is not a party to, or otherwise subject to, any
          covenant not to compete (other than as contained herein) with any person or
          entity, and Executive&#146;s execution of this Agreement and performance of his
          obligations hereunder will not violate the terms or conditions of any contract
          or obligation, written or oral, between Executive and any other person or
          entity. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Restrictions on Executive&#146;s Conduct</U>. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>General</U>. Executive and the Company understand and agree that the purpose
          of the provisions of this Section 13 is to protect legitimate business interests
          of the Company, as more fully described below, and is not intended to eliminate
          Executive&#146;s post-employment competition with the Company <I>per se</I>, nor
          is it intended to impair or infringe upon Executive&#146;s right to work, earn a
          living, or acquire and possess property from the fruits of his labor. Executive
          hereby acknowledges that Executive has received good and valuable consideration
          for the post-employment restrictions set forth in this Section 13 in the form of
          the compensation and benefits provided for herein. Executive hereby further
          acknowledges that the post-employment restrictions set forth in this Section 13
          are reasonable and that they do not, and will not, unduly impair
          Executive&#146;s ability to earn a living after the Date of Termination.
          Therefore, subject to the limitations of reasonableness imposed by law,
          Executive shall be subject to the restrictions set forth in this Section 13. </FONT></P>



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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Definitions</U>. The following capitalized terms used in this Section 13
          shall have the meanings assigned to them below, which definitions shall apply to
          both the singular and the plural forms of such terms: </FONT></P>


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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>"Competitive
Position"</I>  means  any  position  with  a  Competitor  as  a  Principal  or
Representative in which Executive will use or is likely to use any Confidential
Information or Trade Secrets of the Company, or in which Executive has duties for,
provides services to, or otherwise assists such Competitor where such duties, services or
assistance involve Competitive Services.  </FONT>
</TD>
</TR>
</TABLE>
<BR>


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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>"Competitive
Services"</I>  means any  activities  engaged in by the Company as of the Dateof
Termination that relate directly to (a) the distribution of medical supplies, equipment
and pharmaceuticals to (i) primary care and other office-based physicians, or (ii)
nursing homes, extended care facilities, assisted living facilities, or home care or
visiting nurse associations or agencies, or (b) the distribution of medical diagnostic
imaging supplies, chemicals, equipment and service to the acute care and alternate care
market; <I>provided, however</I>, that Competitive Services shall not include (x) the
manufacture of medical supplies, equipment or pharmaceuticals or medical diagnostic
imaging supplies, chemicals or equipment (collectively &#147;Medical Products&#148;), (y)
the provision of e-commerce or internet services with respect to the dissemination of
information or services related to the distribution of Medical Products (but which is not
the distribution of Medical Products), or (z) the provision of group purchasing, contract
pricing or cost analyses for physicians or medical practices.  </FONT>
</TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>&#147;Competitor&#148;</I>means
any Person engaged, wholly or in material part, in Competitive Services.  </FONT>
</TD>
</TR>
</TABLE>
<BR>






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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>"Confidential
Information"</I>   means  all   information   regarding  the  Company,   its activities,
business or clients that is the subject of reasonable efforts by the Company to maintain
its confidentiality and that is not generally disclosed by practice or authority to
persons not employed by the Company, but that does not rise to the level of a Trade
Secret. &#147;Confidential Information&#148; shall include, but is not limited to,
financial plans and data concerning the Company; management planning information;
business plans; operational methods; market studies; marketing plans or strategies;
product development techniques or plans; customer lists; details of customer contracts;
current and anticipated customer requirements; past, current and planned research and
development; business acquisition plans; and new personnel acquisition plans. &#147;Confidential
Information&#148; shall not include information that has become generally available to
the public by the act of one who has the right to disclose such information without
violating any right or privilege of the Company. This definition shall not limit any
definition of &#147;confidential information&#148; or any equivalent term under state or
federal law.  </FONT>
</TD>
</TR>
</TABLE>
<BR>


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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-7- </FONT></P>



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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>&#147;Person&#148;</I>means
any individual or any corporation, partnership, joint venture, limited liability company,
association or other entity or enterprise.  </FONT>
</TD>
</TR>
</TABLE>
<BR>


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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>"Principal
or Representative"</I>  means a principal,  owner,  partner,  shareholder,
 jointventurer, investor, member, trustee, director, officer, manager, employee, agent,
representative or consultant.  </FONT>
</TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>&#147;Protected
Customers&#148;</I> means any Person to whom the Company has sold its products or
services or to whom the Company has submitted a written proposal to sell its products or
services during the twelve (12) months prior to the Date of Termination.  </FONT>
</TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>&#147;Protected
Employees&#148;</I>means employees of the Company who were employed by the Company at any
time within six (6) months prior to the Date of Termination.  </FONT>
</TD>
</TR>
</TABLE>
<BR>


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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>"Restricted
 Period"</I>  means the term of  Executive's  employment  hereunder and a period
extending until eighteen (18) months from the Date of Termination.  </FONT>
</TD>
</TR>
</TABLE>
<BR>


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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>"Restricted
 Territory"</I>  means the  territory in which  Executive  provided  Competitive Services
to the Company at any time during the twenty-four (24) month period prior to the Date of
Termination.  </FONT>
</TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>&#147;Restrictive
Covenants&#148;</I> means the restrictive covenants contained in Section 13(d) hereof.  </FONT>
</TD>
</TR>
</TABLE>
<BR>



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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>"Trade
 Secret"</I>  means  all  information,  without  regard to form,  including,  but not
limited to, technical or nontechnical data, a formula, a pattern, a compilation, a
program, a device, a method, a technique, a drawing, a process, financial data, financial
plans, product plans, distribution lists or a list of actual or potential customers,
advertisers or suppliers which is not commonly known by or available to the public and
which information: (A) derives economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper means by, other persons
who can obtain economic value from its disclosure or use; and (B) is the subject of
efforts that are reasonable under the circumstances to maintain its secrecy. Without
limiting the foregoing, Trade Secret means any item of confidential information that
constitutes a &#147;trade secret(s)&#148; under the common law or statutory law of the
State of Florida.  </FONT>
</TD>
</TR>
</TABLE>
<BR>




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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Protectable Employer Interests</U>. Executive and the Company acknowledge and
          agree as follows: (i) that Executive&#146;s services on behalf of the Company
          require special expertise and talent in the provision of Competitive Services
          and, pursuant to Executive&#146;s employment with the Company, the Company shall
          devote time and money to the enhancement of Executive&#146;s professional skills
          and education through specialized training; (ii) that Executive is in a position
          of trust and responsibility and will have access to a substantial amount of
          Confidential Information and Trade Secrets belonging to the Company; (iii) that,
          during the term of Executive&#146;s employment by the Company, Executive will
          develop substantial relationships with prospective and existing customers of the
          Company; and (iv) that as a manager of the Company, Executive will be the
          repository of a substantial portion of the goodwill of the Company. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Restrictive
Covenants</U>. </FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Restriction
on Disclosure and Use of Confidential Information and Trade </U>Secrets. Executive
understands and agrees that the Confidential Information           and Trade Secrets
constitute valuable assets of the Company and its affiliated           entities, and may
not be converted to Executive&#146;s own use. Accordingly,           Executive hereby
agrees that Executive shall not, directly or indirectly, at any           time during the
Restricted Period reveal, divulge, or disclose to any Person not           expressly
authorized by the Company any Confidential Information, and Executive           shall
not, directly or indirectly, at any time during the Restricted Period use           or
make use of any Confidential Information in connection with any business
          activity. For a period of five years after the date of Termination, Executive
          shall not directly or indirectly transmit or disclose any Trade Secret of the
          Company to any Person, and shall not make use of any such Trade Secret,
directly           or indirectly, for himself or for others, without the prior written
consent of           the Company. Executive and the Company acknowledge and agree that
this Section           13 is not intended to, and does not, alter either the Company&#146;s
rights or           Executive&#146;s obligations under any state or federal statutory or
common law           regarding trade secrets and unfair trade practices. Notwithstanding
the above,           this covenant shall expire (except with respect to Trade Secrets)
upon the           occurrence of a Change in Control.  </FONT></P></TD>
</TR>
</TABLE>
<BR>



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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-8- </FONT></P>



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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Nonsolicitation
of Protected Employees</U>. Executive understands and agrees           that the
relationship between the Company and each of its Protected Employees
          constitutes a valuable asset of the Company and may not be converted through
          Executive&#146;s solicitation to Executive&#146;s own use. Accordingly,
          Executive hereby agrees that during the Restricted Period, Executive will not,
          directly or indirectly, on his own behalf or as a Principal or Representative
of           any Person or otherwise, solicit or induce any Protected Employee to
terminate           his or her employment relationship with the Company or to enter into
any           relationship of employment, agency or independent contractorship with any
other           Person. Notwithstanding the above, this covenant shall expire upon the
          occurrence of a Change in Control.  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Restriction
on Relationships with Protected Customers</U>. Executive           understands and agrees
that the relationship between the Company and each of its           Protected Customers
constitutes a valuable asset of the Company and may not be           converted through
Executive&#146;s solicitation to Executive&#146;s own use.           Accordingly,
Executive hereby agrees that, during the Restricted Period,           Executive will not,
without the prior written consent of the Company, directly           or indirectly, on
his own behalf or as a Principal or Representative of any           Person, solicit,
divert, or attempt to solicit or divert a Protected Customer           for the purpose of
providing or selling Competitive Services; <I>provided,           however</I>, that the
prohibition of this covenant shall apply only to Protected           Customers with whom
Executive had Material Contact on the Company&#146;s behalf           during the twelve
(12) months immediately preceding the Date of Termination. For           purposes of this
Agreement, Executive had &#147;Material Contact&#148; with a           Protected Customer
if (a) Executive had business dealings with the Protected           Customer on the
Company&#146;s behalf; (b) Executive was responsible for           supervising or
coordinating the dealings between the Company and the Protected           Customer; or
(c) Executive obtained Trade Secrets or Confidential Information           about the
customer as a result of Executive&#146;s association with the Company.
          Notwithstanding the above, this covenant shall expire upon the occurrence of a
          Change in Control.  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Noncompetition
with the Company</U>. Executive understands and agrees that he           is capable of
obtaining gainful, lucrative and desirable employment that does           not violate the
restrictions contained in this Agreement. In consideration of           the compensation
and benefits being paid and to be paid by the Company to           Executive hereunder,
Executive hereby agree that, during the Restricted Period,           Executive will not,
without prior written consent of the Company, directly or           indirectly seek or
obtain a Competitive Position in the Restricted Territory           with a Competitor; <I>provided,
however</I>, that the provisions of this           Agreement shall not be deemed to
prohibit the ownership by Executive of any           securities of the Company or its
affiliated entities or not more than five           percent (5%) of any class of
securities of any corporation having a class of           securities registered pursuant
to the Securities Exchange Act of 1934, as           amended. Notwithstanding the above,
this covenant shall expire upon the           occurrence of a Change in Control.  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Exceptions from Disclosure Restrictions</U>. Anything herein to the contrary
          notwithstanding, Executive will not be restricted from disclosing or using
          Confidential Information that: (i)&nbsp;is or becomes generally available to the
          public other than as a result of an unauthorized disclosure by Executive or
          Executive&#146;s agent; (ii)&nbsp;becomes available to Executive in a manner
          that is not in contravention of applicable law from a source (other than the
          Company or its affiliated entities or one of its or their officers, employees,
          agents or representatives) that is not bound by a confidential relationship with
          the Company or its affiliated entities or by a confidentiality or other similar
          agreement; (iii)&nbsp;was known to Executive on a non-confidential basis and not
          in contravention of applicable law or a confidentiality or other similar
          agreement before its disclosure to Executive by the Company or its affiliated
          entities or one of its or their officers, employees, agents or representatives;
          or (iv)&nbsp;is required to be disclosed by law, court order or other legal
          process; <I>provided, however</I>, that in the event disclosure is required by
          law, Executive will provide the Company with prompt notice of such requirement
          so that the Company may seek an appropriate protective order prior to any such
          required disclosure by Executive. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Reasonableness</U>. The covenants contained in this Section 13 are considered
          by the parties hereto to be fair, reasonable and necessary for the protection of
          the legitimate business interests of the Company. </FONT></P>




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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Enforcement of Restrictive Covenants</U>. </FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Rights
and Remedies Upon Breach</U>. In the event Executive breaches, or           threatens to
commit a breach of, any of the provisions of the Restrictive           Covenants, the
Company shall have the following rights and remedies, which shall           be
independent of any others and severally enforceable, and shall be in addition
          to, and not in lieu of, any other rights and remedies available to the Company
          at law or in equity: (1) the right and remedy to enjoin, preliminarily and
          permanently, Executive from violating or threatening to violate the Restrictive
          Covenants and to have the Restrictive Covenants specifically enforced, it being
          agreed that any breach or threatened breach of the Restrictive Covenants would
          cause irreparable injury to the Company and that money damages would not
provide           an adequate remedy to the Company; and (2) the right and remedy to
cease any           further Severance Payment or provision of Welfare Benefits to
Executive under           Section 8 of this Agreement and to require Executive to account
for and pay over           to the Company any Severance Payment previously paid to
Executive under Section           8.  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-9- </FONT></P>



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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Severability
of Covenants</U>. Executive acknowledges and agrees that the           Restrictive
Covenants are reasonable and valid in time and scope and in all           other respects.
If any court determines that any of the Restrictive Covenants,           or any part
thereof, are invalid or unenforceable, the remainder of the           Restrictive
Covenants will not thereby be affected and will be given full           effect, without
regard to the invalid portions.  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Reformation</U>.
Executive and the Company agree that it is their mutual           intention that the
Restrictive Covenants be enforced in accordance with their           terms to the maximum
extent possible under applicable law. Executive and the           Company further agree
that, in the event any court of competent jurisdiction           shall find that any
provision hereof is not enforceable in accordance with its           terms, the court
shall reform the Restrictive Covenants such that they will be           enforceable to
the maximum extent permissible at law.  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Survival
of the Restrictive Covenants</U>. Executive and the Company agree           that the
terms of this Section 13 shall survive the termination or expiration of           the
Employment Period, unless expressly terminated by a writing signed by both
          parties hereto, which makes specific reference to this Section 13.  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Assignment and Successors</U>. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Executive</U>. This Agreement is personal to Executive and without the prior
          written consent of the Company shall not be assignable by Executive otherwise
          than by will or the laws of descent and distribution. This Agreement shall inure
          to the benefit of and be enforceable by Executive&#146;s legal representatives. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>The Company</U>. This Agreement shall inure to the benefit of and be binding
          upon the Company and its successors and assigns. The Company will require any
          successor to all or substantially all of the business and/or assets of the
          Company (whether direct or indirect, by purchase, merger, consolidation or
          otherwise) to assume expressly and agree to perform this Agreement in the same
          manner and to the same extent that the Company would be required to perform it
          if no such succession had taken place. As used in this Agreement, &#147;the
          Company&#148; shall mean the Company as hereinbefore defined and any successor
          to its business and/or assets as aforesaid which assumes and agrees to perform
          this Agreement by operation of law or otherwise. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;15. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Miscellaneous</U>. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Waiver</U>. Failure of either party to insist, in one or more instances, on
          performance by the other in strict accordance with the terms and conditions of
          this Agreement shall not be deemed a waiver or relinquishment of any right
          granted in this Agreement or of the future performance of any such term or
          condition or of any other term or condition of this Agreement, unless such
          waiver is contained in a writing signed by the party making the waiver. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Severability</U>. If any provision or covenant, or any part thereof, of this
          Agreement should be held by any court to be invalid, illegal or unenforceable,
          either in whole or in part, such invalidity, illegality or unenforceability
          shall not affect the validity, legality or enforceability of the remaining
          provisions or covenants, or any part thereof, of this Agreement, all of which
          shall remain in full force and effect. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Other Agents</U>.<B> </B>Nothing in this Agreement is to be interpreted as
          limiting the Company from employing other personnel on such terms and conditions
          as may be satisfactory to it. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Entire Agreement</U>. Except as provided herein, this Agreement contains the
          entire agreement between the Company and Executive with respect to the subject
          matter hereof, and it supersedes and invalidates any previous agreements or
          contracts between them which relate to the subject matter hereof. No
          representations, inducements, promises or agreements, oral or otherwise, which
          are not embodied herein shall be of any force or effect. </FONT></P>




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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Choice of Law; Forum Selection</U>. The validity, interpretation and
          performance of this Agreement shall be governed by and controlled in accordance
          with the laws of the State of Florida, including said State&#146;s choice of law
          rules. The parties hereto voluntarily submit themselves to the jurisdiction of
          the state or federal district courts in the State of Florida which shall have
          exclusive jurisdiction over any case or controversy arising under or in
          connection with this Agreement, including with respect to an action to remedy
          any breach of or otherwise to enforce the terms and conditions of this
          Agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Notices</U>. All notices, requests, demands and other communications required
          or permitted hereunder shall be in writing and shall be deemed to have been duly
          given if delivered or three days after mailing if mailed, first class, certified
          mail, postage prepaid: </FONT></P>


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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-10- </FONT></P>



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<TABLE WIDTH="400" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="BOTTOM">
     <TH ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="160" ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">To Company:
</FONT></TD>
     <TD WIDTH="60"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="180"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">PSS World Medical, Inc.<BR>
4345 Southpoint Boulevard<BR>
Jacksonville, Florida 32216<BR>
Facsimile No. (904) 332-3209<BR>
Attention: Chief Executive Officer
</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;
</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">To Executive:</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Gary J. Nutter<BR>
24 Eagle Dr.<BR>
Bedford, NH 03110
</FONT></TD></TR>
</TABLE>



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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Any party may change the address to
which notices, requests, demands and other communications shall be delivered or mailed by
giving notice thereof to the other party in the same manner provided herein. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Amendments and Modifications</U>. This Agreement may be amended or modified
          only by a writing signed by both parties hereto, which makes specific reference
          to this Agreement. </FONT></P>




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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this Employment
Agreement as of the date first above written. </FONT></P>


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<TR VALIGN="BOTTOM">
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="375"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="225"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">PSS World Medical, Inc.<BR>
<BR>
By: <U>/s/ David A. Smith</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;David A. Smith<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;President and Chief Executive Officer
</FONT></TD></TR>
</TABLE>
<BR><BR>

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<TR VALIGN="BOTTOM">
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="375"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="225"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">EXECUTIVE<BR>
<BR>
By: <U>/s/ Gary J. Nutter</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Gary J. Nutter
</FONT></TD></TR>
</TABLE>



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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT A</FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Form of Release of
Claims  </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
 Release  ("Release")  is  granted  effective  as of the ____ day of _____,  20__,  by
Gary J.  Nutter ("Executive")  in favor of PSS World Medical,  Inc. (the  "Company").
 This is the Release referred to that certain Employment  Agreement  dated as of November
1, 2003 by and between  the  Company  and  Executive  (the  "Employment Agreement").
 Executive gives this Release in consideration  of the Company's  promises and covenants
as recited in the Employment Agreement, with respect to which this Release is an integral
part. </FONT></P>



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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;         1. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Release
of the Company</U>.  Executive,  for himself,  his successors,  assigns,  attorneys,  and all
those  entitled  to assert his  rights,  now and  forever  hereby  releases  and
 discharges  the  Company  and its respective officers,  directors,  stockholders,
 trustees,  employees,  agents, parent corporations,  subsidiaries, affiliates,  estates,
 successors,  assigns  and  attorneys  (the  "Released  Parties"),  from any and all
 claims, actions,  causes of action, sums of money due, suits,  debts,  liens,
 covenants,  contracts,  obligations,  costs, expenses, damages, judgments,  agreements,
 promises, demands, claims for attorney's fees and costs, or liabilities whatsoever,  in
law or in equity,  which  Executive  ever had or now has against the  Released  Parties
 arising by reason of or in any way connected  with any  employment  relationship  which
existed  between the Company or any of its parents,  subsidiaries,  affiliates,  or
 predecessors,  and  Executive.  It is understood and agreed that this Release is
 intended to cover all  actions,  causes of action,  claims or demands  for any  damage,
 loss or injury arising from the aforesaid employment  relationship,  or the termination
of that relationship,  that Executive has, had or purports to have,  from the  beginning
of time to the date of this Release,  whether known or unknown,  that now exists  related
to the aforesaid  employment  relationship  including but not limited to claims for
 employment discrimination  under  federal or state law,  except as provided in Paragraph
2; claims  arising under Title VII of the Civil Rights Act, 42 U.S.C.ss. 2000(e),  et
seq. or the Americans With Disabilities  Act, 42 U.S.C.ss. 12101 et seq.;  claims for
statutory or common law wrongful  discharge,  including  any claims  arising under the
Fair Labor Standards Act,  29 U.S.C.ss. 201 et seq.;  claims for attorney's fees,
 expenses and costs;  claims for defamation; claims for wages or vacation pay; claims for
benefits,  including any claims arising under the Employee  Retirement Income  Security
Act, 29 U.S.C.ss. 1001,  et seq.;  and provided,  however,  that nothing  herein shall
release the Company of their  obligations to Executive  under the  Employment  Agreement
or any other  contractual  obligations between the Company or its affiliates  and
Executive,  or any  indemnification  obligations to Executive  under the Company's
bylaws, articles of incorporation, Florida law or otherwise. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;         2. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Release
of Claims Under Age  Discrimination  in Employment Act</U>.  Without  limiting the generality
of the foregoing,  Executive  agrees that by executing this Release,  he has released and
waived any and all claims he has or may  have  as of the  date  of this  Release  for age
 discrimination  under  the Age  Discrimination  in Employment  Act,  29 U.S.C.ss. 621,
 et seq. It is understood that Executive is advised to consult with an attorney prior to
executing this Release;  that he in fact has consulted a knowledgeable,  competent
attorney regarding this Release;  that he may,  before  executing  this  Release,
 consider  this Release for a period of  twenty-one  (21) calendar  days; and that the
 consideration  he receives for this Release is in addition to amounts to which he was
already  entitled.  It is further  understood  that this Release is not  effective  until
seven (7)  calendar  days after the  execution of this Release and that  Executive  may
revoke this  Release  within seven (7) calendar  days from the date of execution hereof. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive
 agrees  that he has  carefully  read this  Release  and is  signing  it  voluntarily.
 Executive acknowledges  that he has had  twenty one (21) days from  receipt of this
 Release to review it prior to signing or that, if Executive is signing this Release
 prior to the  expiration  of such 21-day  period,  Executive is waiving his right to
review the  Release  for such full  21-day  period  prior to signing  it.  Executive  has
the right to revoke this Release  within  seven (7) days  following  the date of its
 execution  by him.  However,  if Executive revokes  this  Release  within such seven (7)
day period,  no  severance  benefit  will be payable to him under the Employment
Agreement and he shall return to the Company any such payment received prior to that date. </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;EXECUTIVE
HAS CAREFULLY READ THIS RELEASE AND  ACKNOWLEDGES  THAT IT  CONSTITUTES A GENERAL
 RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS AGAINST THE COMPANY and its affiliates  UNDER
THE AGE  DISCRIMINATION  IN EMPLOYMENT  ACT. EXECUTIVE  ACKNOWLEDGES  THAT HE HAS HAD A
FULL  OPPORTUNITY  TO CONSULT  WITH AN ATTORNEY OR OTHER  ADVISOR OF HIS CHOOSING
 CONCERNING  HIS  EXECUTION OF THIS RELEASE AND THAT HE IS SIGNING THIS RELEASE
 VOLUNTARILY  AND WITH THE FULL INTENT OF RELEASING THE COMPANY and its affiliates FROM
ALL SUCH CLAIMS. </FONT></P>




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<TR VALIGN="BOTTOM">
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT>&nbsp;</TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT>&nbsp;</TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="400"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="100"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">___________________________________<BR>
Gary J. Nutter
</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Date:&nbsp;________________________________
</FONT></TD></TR>
</TABLE>








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