PSS WORLD MEDICAL INC
10.14, EMPLOYMENT AGREEMENT, JOHN SASEN, SR.
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>1
<FILENAME>exhibit10_14.txt
<DESCRIPTION>10.14, EMPLOYMENT AGREEMENT, JOHN SASEN, SR.
<TEXT>

Exhibit 10.14

                              Employment AGREEMENT

     This EMPLOYMENT  Agreement (this "Agreement") is made and entered into this
1st day of  April,  1998 by and  between  PSS  World  Medical,  Inc.,  a Florida
corporation  (hereinafter,  the "Company" which term shall include the Company's
other  subsidiaries,  affiliates  and  successors),  and  John  F.  Sasen,  Sr.,
(hereinafter, "Executive").

                                   BACKGROUND

     The Company desires to engage  Executive in 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.

     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:

     1.  Effective  Date.  This  Agreement is effective as of April 1, 1998 (the
"Effective Date").

     2.  Employment.  Executive is hereby  employed on the Effective Date as the
Executive Vice President & Chief Marketing  Officer of the Company.  Executive's
responsibilities  under this Agreement  shall be in accordance with the policies
and  objectives  established  by the  President or the Board of Directors of the
Company and shall be consistent with the  responsibilities of similarly situated
executives of comparable companies in similar lines of business.

     3. Employment  Period.  Unless earlier terminated herein in accordance with
Section 7 hereof,  Executive's  employment  shall be for a three-year  term (the
"Employment  Period"),  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;  provided,
however,  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.

     4. Extent of Service.  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;  provided,  however,  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's  responsibilities under
this Agreement.

     5. Compensation and Benefits.

          (a) Base Salary. During the Employment Period, the Company will pay to
     Executive a base salary as previously  agreed ("Base Salary"),  less normal
     withholdings, payable in equal monthly or more frequent installments as are
     customary  under the Company's  payroll  practices  from time to time.  The
     Compensation  Committee  of the Board of  Directors  of the  Company  shall
     review Executive's Base Salary annually and in its sole discretion, subject
     to  approval  of the  Board  of  Directors  of the  Company,  may  increase
     Executive's Base Salary from year to year. The annual review of Executive's
     salary by the Board will  consider,  among other  things,  Executive's  own
     performance and the Company's performance.

          (b)  Incentive,  Savings and Retirement  Plans.  During the Employment
     Period,  Executive  shall be  entitled  to  participate  in all  incentive,
     savings and retirement plans,  practices,  policies and programs applicable
     generally to peer  executives of the Company and its  affiliated  companies
     ("Peer Executives"), and on the same basis as such Peer Executives.

          (c) Welfare Benefit Plans. During the Employment Period, Executive and
     Executive'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.

          (d)  Expenses.  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.

          (e) Fringe Benefits.  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.

     6. Change of Control.  Subject to the last  sentence of this Section 6, for
the purpose of this Agreement, a "Change of Control" shall mean.

          (a) 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 "Exchange Act")) (a "Person") of beneficial ownership
     (within the meaning of Rule 13d-3  promulgated  under the Exchange  Act) of
     50% or more of the  combined  voting power of the then  outstanding  voting
     securities  of the Company  entitled to vote  generally  in the election of
     directors (the "Outstanding Company Voting Securities"); provided, however,
     that for purposes of this subsection (a), the following  acquisitions shall
     not  constitute a Change of Control:  (i) any  acquisition  by any employee
     benefit plan (or related  trust)  sponsored or maintained by the Company or
     any corporation  controlled by the Company,  or (ii) any acquisition by any
     corporation pursuant to a transaction which complies with clauses (i), (ii)
     and (iii) of subsection (c) of this Section 6; or

          (b) Individuals  who, as of the Effective  Date,  constitute the Board
     (the  "Incumbent  Board")  cease for any  reason to  constitute  at least a
     majority of the Board;  provided,  however,  that any individual becoming a
     director subsequent to the Effective Date whose election, or nomination for
     election by the Company'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,
     but  excluding,  for  this  purpose,  any  such  individual  whose  initial
     assumption of office occurs as a result of an actual or threatened election
     contest  with  respect to the  election  or removal of  directors  or other
     actual or threatened solicitation of proxies or consents by or on behalf of
     a Person other than the Board; or

          (c) Consummation of a reorganization,  merger or consolidation or sale
     or other  disposition  of all or  substantially  all of the  assets  of the
     Company (a "Business  Combination"),  in each case, unless,  following such
     Business  Combination,  (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   Combination   beneficially   own,  directly  or
     indirectly, more than 80% 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  Combination
     (including,  without  limitation,  a corporation  which as a result of such
     transaction owns the Company or all or  substantially  all of the Company's
     assets   either   directly  or  through  one  or  more   subsidiaries)   in
     substantially the same proportions as their ownership, immediately prior to
     such  Business  Combination  of the  Outstanding  Company  Common Stock and
     Outstanding  Company Voting Securities,  as the case may be, (ii) no Person
     (excluding  the Company or any employee  benefit plan (or related trust) of
     the Company or such corporation  resulting from such Business  Combination)
     beneficially  owns,  directly or  indirectly,  25% or more of the  combined
     voting power of the then outstanding  voting securities of such corporation
     resulting  from such  Business  Combination  except to the extent that such
     ownership existed prior to the Business  Combination,  and (iii) at least a
     majority  of the  members  of the  board of  directors  of the  corporation
     resulting  from such  Business  Combination  were members of the  Incumbent
     Board at the time of the  execution  of the  initial  agreement,  or of the
     action of the Board, providing for such Business Combination.

     Notwithstanding  the  above  definition,  a Change of  Control  will not be
deemed to have occurred for purposes of this Agreement if, immediately after the
event that otherwise would constitute a Change of Control,  Patrick Kelly and at
least a majority of the 12 next most highly compensated  officers of the Company
and its subsidiaries (as measured  immediately prior to such transaction) remain
employed  by the  Company  for at  least  one  year  or  mutually  agree  to new
employment  contacts,  the  resulting  or  surviving  company,  or its or  their
subsidiaries.

     7. Termination of Employment.

          (a) Death,  Retirement or  Disability.  Executive's  employment  shall
     terminate  automatically  upon Executive's  death or Retirement  during the
     Employment Period. For purposes of this Agreement,  "Retirement" shall mean
     normal retirement as defined in the Company's then-current retirement plan,
     or there is no such  retirement  plan,  "Retirement"  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 to Executive  written notice in accordance  with
     Section 15(f) of this  Agreement of its intention to terminate  Executive's
     employment.  In such event,  Executive's  employment with the Company shall
     terminate effective on the 30th day after receipt of such written notice by
     Executive (the "Disability  Effective Date"),  provided that, within the 30
     days after such  receipt,  Executive  shall not have  returned to full-time
     performance  of  Executive's   duties.  For  purposes  of  this  Agreement,
     "Disability"  shall mean a mental or physical  disability  as determined by
     the Board of  Directors of the Company in  accordance  with  standards  and
     procedures   similar  to  those  under  the  Company'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.

          (b) Termination by the Company. The Company may terminate  Executive's
     employment during the Employment Period with or without Cause. For purposes
     of this Agreement, "Cause" shall mean:

               (i) the willful and  continued  failure of  Executive  to perform
          substantially Executive'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 President or
          the Board of Directors of the Company  which  specifically  identifies
          the  manner  in  which  such  Board  or the  President  believes  that
          Executive has not substantially performed Executive's duties, or

               (ii) the willful  engaging  by  Executive  in illegal  conduct or
          gross misconduct which is materially and demonstrably injurious to the
          Company, or

               (iii)  Executive  engages  in  any  misconduct   involving  moral
          turpitude  whether  occurring  in the  performance  of his  duties  or
          otherwise.

     For  purposes of this  provision,  no act or failure to act, on the part of
Executive,  shall be  considered  "willful"  unless it is done, or omitted to be
done, by Executive in bad faith or without  reasonable  belief that  Executive'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  three-quarters  of the entire  membership of the Board of
the Company at a meeting of such 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 such Board),  finding
that,  in the good  faith  opinion  of such  Board,  Executive  is guilty of the
conduct  described in subparagraph  (i), (ii) or (iii) above, and specifying the
particulars thereof in detail.

     (c) Termination by Executive.  Executive's  employment may be terminated by
Executive for Good Reason or no reason.  For purposes of this  Agreement,  "Good
Reason" shall mean:

               (i) without the written  consent of Executive,  the assignment to
          Executive  of any  duties  materially  inconsistent  with  Executive'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;

               (ii) a reduction  by the Company in  Executive'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,  or the failure by the Company
          to increase  Executive's  Base Salary each year during the  Employment
          Period by an amount which at least equals,  on a percentage basis, the
          mean average  percentage  increase in base salary for Peer Executives,
          unless  such  failure to increase  is based on  nonarbitrary  criteria
          applied to Executive and Peer Executives;

               (iii) after the occurrence of a Change of Control,  the Company's
          requiring  Executive to be based at any office or location  other than
          in  the  greater  Jacksonville,   Florida  metropolitan  area  or  the
          Company's  requiring  Executive  to travel on  Company  business  to a
          substantially  greater extent than required  immediately  prior to the
          Effective Date;

               (iv) any  failure  by the  Company  to  comply  with and  satisfy
          Section 14(b) of this Agreement; or

               (v) any  termination  by  Executive  for any  reason or no reason
          during the  30-day  period  beginning  on the first  anniversary  of a
          Change of Control.

          (d) Notice of  Termination.  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 "Notice of
     Termination"  means a written  notice  which  (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'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's or the Company's rights hereunder.

          (e)  Date  of  Termination.   "Date  of  Termination"   means  (i)  if
     Executive'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,  as  the  case  may  be,  (ii)  if
     Executive'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 and (iii) if Executive'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.

     8. Obligations of the Company upon Termination.

          (a)  Termination  by  Executive  for Good Reason;  Termination  by the
     Company  Other  Than  for  Cause,  Death  or  Disability.  If,  during  the
     Employment Period, the Company shall terminate Executive'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's  services  rendered prior to such termination and as reasonable
     compensation  for his compliance with the Restrictive  Covenants in Section
     13 hereof:

               (i) 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:

                    A. the sum of (1)  Executive'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 of Control, the product of (x) Executive'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 compensation  previously  deferred by Executive (together
               with any accrued  interest or earnings  thereon)  and any accrued
               vacation  pay,  in each case 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 "Accrued  Obligations");
               and

                    B. the amount  equal to one times  Executive's  annual  Base
               Salary in effect as of the Date of  Termination  (the  "Severance
               Payment");  provided,  however,  that if the Date of  Termination
               occurs after or in connection  with the occurrence of a Change of
               Control,  the Severance  Payment shall be the amount equal to two
               times Executive's  annual Base Salary in effect as of the Date of
               Termination; and

               (ii) for one year after  Executive's  Date of Termination (or two
          years in the event  that the Date of  Termination  occurs  after or in
          connection with the occurrence of a Change of 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'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'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,
          provided,  however, 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 ("Welfare
          Benefits"); and

               (iii) the Company shall,  within 30 days of receipt of reasonably
          documented invoices therefor,  reimburse  Executive's actual cost (not
          to exceed $30,000) for outplacement  expenses incurred within one year
          after the Date of Termination; and

               (iv) 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 "Other
          Benefits").

          (b)  Death.  If  Executive's  employment  is  terminated  by reason of
     Executive's  death  during the  Employment  Period,  this  Agreement  shall
     terminate without further obligations to Executive'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)),
     the timely  payment or provision of Other  Benefits,  and a lump sum amount
     equal to two (2) months' salary, based on Executive's Base Salary in effect
     as of the date of death.  Accrued  Obligations shall be paid to Executive'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 utilized in this  Section 8(b) shall
     include,  without limitation,  and Executive'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
     generally to Peer Executives and their beneficiaries, and on the same basis
     as Peer Executives and their beneficiaries.

          (c) Disability.  If Executive's  employment is terminated by reason of
     Executive'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 utilized in this
     Section 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 generally to Peer Executives and their
     beneficiaries,  and  on  the  same  basis  as  Peer  Executives  and  their
     beneficiaries.

          (d) Retirement.  If Executive's  employment is terminated by reason of
     Executive'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 utilized in this
     Section 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  generally to Peer  Executives and their
     beneficiaries,  and  on  the  same  basis  as  Peer  Executives  and  their
     beneficiaries.

          (e) Cause or Voluntary Termination without Good Reason. If Executive'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)),
     the continuation of Welfare Benefits for a period of 30 days after the Date
     of  Termination,  payment  of a lump sum amount  equal to 30 days'  salary,
     based on Executive's Base Salary in effect as of the Date of Termination.

     9.  Non-exclusivity  of Rights.  Nothing in this Agreement shall prevent or
limit  Executive'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  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.

     10. Certain Additional Payments by the Company.

          (a) 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 "Payment")
     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  "Excise  Tax"),  then:
     Executive  shall be entitled to receive an additional  payment (a "Gross-Up
     Payment")  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  Payments,  in the  aggregate,  to an amount (the "Reduced
     Amount")  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.  The
     Executive may select the Payments to be limited or reduced.

          (b) 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 utilized in arriving at such determination,  shall be
     made by the Company'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 "Accounting Firm")
     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  ("Underpayment"),  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.

          (c) 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:

               (i) give the Company any information  reasonably requested by the
          Company relating to such claim,

               (ii) 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,

               (iii)   cooperate  with  the  Company  in  good  faith  in  order
          effectively to contest such claim, and

               (iv)  permit  the  Company  to  participate  in  any  proceedings
          relating to such claim;

provided, however, 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; provided, however, 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'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.

               (d) 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'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).

         11. Costs of Enforcement. In any action taken in good faith relating to
the enforcement of this Agreement or any provision herein after the occurrence
of a Change of 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' 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.

         12. Representations and Warranties. 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'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.

         13.      Restrictions on Conduct of Executive.
                  ------------------------------------

               (a) General. 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's post-employment competition with the Company
per se, nor is it intended to impair or infringe upon Executive's right to work,
earn a living, or acquire and possess property from the fruits of his labor.
Executive hereby acknowledges that the post-employment restrictions set forth in
this Section 13 are reasonable and that they do not, and will not, unduly impair
his ability to earn a living after the termination of this Agreement. Therefore,
subject to the limitations of reasonableness imposed by law upon the
restrictions set forth herein, Executive shall be subject to the restrictions
set forth in this Section 13.

               (b) Definitions. 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:

               "Competitive Services" means any services provided by Company at
the Determination Date, including, but not limited to the marketing, sale and
distribution of medical supplies, equipment and pharmaceuticals to primary care
and other office-based physicians; the marketing, sale and distribution of
medical diagnostic imaging supplies, chemicals, equipment and service to the
acute care and alternate care market; and the provisions of special group
purchasing contract pricing and periodic cost analyses to help manage the supply
needs of individual physicians or practices.

               "Confidential Information" means any confidential or proprietary
information possessed by the Company or its affiliated entities or relating to
its or their business, including without limitation, any confidential
"know-how", customer lists, details of client or consultant contracts, current
and anticipated customer requirements, pricing policies price lists, market
studies, business plans, operational methods, marketing plans or strategies,
product development techniques or plans, computer software programs (including
object code and source code), data and documentation, data base technologies,
systems, structures and architectures, inventions and ideas, past, current and
planned research and development, compilations, devices, methods, techniques,
processes, financial information and data, business acquisition plans, new
personnel acquisition plans and any other information that would constitute a
Trade Secret (as defined herein).

               "Determination Date" means the date of termination of Executive's
employment with the Company for any reason whatsoever or any earlier date
(during the Employment Period) of an alleged breach of the Restrictive Covenants
by Executive.

               "Person" means any individual or any corporation, partnership,
joint venture, association or other entity or enterprise.

               "Principal or Representative" means a principal, owner, partner,
shareholder, joint venturer, investor, member, trustee, director, officer,
manager, employee, agent, representative or consultant.

               "Protected Clients" means any Person to whom the Company provided
services or submitted a written proposal therefor, within eighteen (18) months
prior to the Determination Date.

               "Protected Employees" means employees of the Company who were
employed by the Company at any time within six (6) months prior to the
Determination Date.

               "Restricted Period" means the term of Executive's employment
hereunder and a period extending until eighteen (18) months from the Date of
Termination; provided, however that such period shall be extended by any length
of time during which Executive is in breach of the Restricted Covenants.

               "Restrictive Covenants" means the restrictive covenants contained
in Section 13(c) hereof.

               "Trade Secret" means any item of Confidential Information that
constitutes a "trade secret(s)" under the common law or statutory law of the
State of Florida.

     (c) Restrictive Covenants.

               (i)   Restriction   on   Disclosure   and  Use  of   Confidential
          Information.  Executive  understands  nd agrees that the  Confidential
          Information  constitutes  a  valuable  asset  of the  Company  and its
          affiliated entities,  and may not be converted to Executive'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 other than that of the Company;  provided,  however,
          in the event the Confidential  Information constitutes a Trade Secret,
          the  Restricted  Period  referred  to above  shall be five (5)  years.
          Notwithstanding  the above,  this covenant  shall expire  (except with
          respect to Trade Secrets) upon the occurrence of a Change of Control.

               (ii)   Nonsolicitation   of   Protected   Employees.    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 to Executive's own use.  Accordingly,
          Executive  hereby agrees that during the Restricted  Period  Executive
          shall not directly or  indirectly  on  Executive's  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 of Control.

               (iii)  Restriction  on  Relationships   with  Protected  Clients.
          Executive  understands  and agrees that the  relationship  between the
          Company and each of its Protected Clients constitutes a valuable asset
          of the  Company  and may not be  converted  to  Executive's  own  use.
          Accordingly, Executive hereby agrees that during the Restricted Period
          Executive shall not, without the prior written consent of the Company,
          become  a  Principal  or  Representative  of  a  Protected  Client  or
          otherwise  provide  services to a Protected  Client as a consultant or
          independent contractor. Notwithstanding the above, this covenant shall
          expire upon the occurrence of a Change of Control.

               (iv)  Noncompetition  with the  Company.  During  the  Restricted
          Period Executive, unless acting in accordance with the Company's prior
          written consent,  will not directly  provide any Competitive  Services
          to, and will not,  directly or indirectly,  (i) own, manage,  operate,
          join,  control,  finance or participate in the ownership,  management,
          operation,  control  or  financing  of,  or  (ii)  be  connected  as a
          Principal  or  Representative  or  otherwise  with,  or  (iii)  permit
          Executive's  name to be  used by or in  connection  with,  any  Person
          engaged in  providing  Competitive  Services to any Person  conducting
          business  activities  within the  territory in which the Company is or
          was  engaged  in the  provision  of the  Competitive  Services  on the
          Determination  Date;  provided,  however,  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 of
          Control.

          (d) Exceptions  from Disclosure  Restrictions.  Anything herein to the
     contrary notwithstanding, Executive shall not be restricted from disclosing
     or  using  Confidential  Information  that:  (a)  is or  becomes  generally
     available  to  the  public  other  than  as a  result  of  an  unauthorized
     disclosure by Executive or his agent; (b) 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; (c) 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 (d) is required to be
     disclosed by law,  court order or other legal process;  provided,  however,
     that in the event  disclosure is required by law,  Executive  shall 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.

          (e) Enforcement of Restrictive Covenants.

               (i) Rights  and  Remedies  Upon  Breach.  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:

                    A.  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 by any court of competent jurisdiction,  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

                    B. the right and remedy to require  Executive to account for
               and pay over to the Company all  compensation,  profits,  monies,
               accruals,  increments  or other  benefits  derived or received by
               Executive as the result of any transactions constituting a breach
               of the Restrictive Covenants.

               (ii) Severability of Covenants. 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 shall not
          thereby be affected and shall be given full effect,  without regard to
          the invalid portions.

     14. Assignment and Successors.

          (a) Executive. 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's
     legal representatives.

          (b) The Company.  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,  "the  Company"  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.

     15. Miscellaneous.

          (a)  Waiver.  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.

          (b) Severability.  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.

          (c) Other Agents.  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.

          (d)  Entire  Agreement.  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,  including  without  limitation  that  certain  Contract of
     Employment,  dated  as of May 30,  1992 by and  between  Executive  and the
     Company. No representations,  inducements,  promises or agreements, oral or
     otherwise, which are not embodied herein shall be of any force or effect.

          (e) Governing Law. Except to the extent  preempted by federal law, and
     without  regard to  conflict of laws  principles,  the laws of the State of
     Florida  shall  govern this  Agreement in all  respects,  whether as to its
     validity, construction, capacity, performance or otherwise.

          (f) Notices. 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:

               To Company:   PSS World Medical, Inc.
                             4345 Southpoint Boulevard
                             Jacksonville, Florida 32216
                             Facsimile No. (904) 332-3209
                             Attention: President

               To Executive: John F. Sasen



     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.

          (g)  Amendments  and  Modifications.  This Agreement may be amended or
     modified  only by a writing  signed by both  parties  hereto,  which  makes
     specific reference to this Agreement;  provided,  however,  that if, in the
     opinion of the Corporation's  accountants,  any provision of this Agreement
     would preclude the use of "pooling of interest"  accounting treatment for a
     Change of Control  transaction  that (1) would  otherwise  qualify for such
     accounting  treatment,  and (2) is  contingent  upon  qualifying  for  such
     accounting treatment,  then Executive and the Company agree to negotiate in
     good faith to amend this  Agreement so that it will not preclude the use of
     "pooling  of  interest"  accounting  treatment  for such  Change of Control
     transaction.

     IN WITNESS  WHEREOF,  the parties  hereto have duly  executed and delivered
this Employment Agreement as of the date first above written.

                              PSS WORLD MEDICAL, INC.


                              By: /s/ Patrick Kelly
                                 ---------------------------
                                  Patrick Kelly
                                  Chairman of the Board


                              EXECUTIVE:

                                 /s/ John F. Sasen, Sr.
                                 ------------------------------
                                  John F. Sasen, Sr.




</TEXT>
</DOCUMENT>
