PSS WORLD MEDICAL INC
SMITH
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<TYPE>EX-10
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<FILENAME>ex10_8smith.htm
<DESCRIPTION>SMITH
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<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 10.8  </FONT></P>


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<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Execution Copy  </FONT></P>


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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 10th day
of July, 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 David A. Smith (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 July 10, 2003 (the
          &#147;Effective Date&#148;). This Agreement supersedes that certain Employment
          Agreement dated as of January 1, 2002 between the parties (the &#147;Prior
          Agreement&#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 President and Chief
          Executive Officer 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 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 three-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 third 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
          senior executive 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><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;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Special Change in Control Benefits</U>. </FONT></P>

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<TD WIDTH=97%><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;<U>Shareholder
Value Plan</U>. Upon the occurrence of a Change in Control (as           defined in
Section 6 below), (i) the Company&#146;s Shareholder Value Plan           (&#147;SVP),
which is a subplan of the PSS World Medical, Inc. 1999 Long-Term           Incentive
Plan, may not, without Executive&#146;s consent, thereafter be amended           in any
respect that is adverse to Executive except as necessary to comply with
          applicable laws, (ii) Executive&#146;s &#147;Award Factor&#148; under the SVP
          shall immediately be converted to 90%, and (iii) Executive shall be entitled to
          the prorata Change in Control benefits described in Section 5.8 of the SVP as
          the SVP exits on the Effective Date (or as may thereafter be amended but only
if           such subsequent amendment to the SVP provides a greater benefit to
Executive).  </FONT></P></TD>
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<TD WIDTH=97%><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;<U>Officer
Deferred Compensation Program</U>. Upon the occurrence of a Change in           Control
(as defined in Section 6 below), (i) the PSS World Medical, Inc. Amended           and
Restated Officer Deferred Compensation Plan (&#147;ODIP&#148;) may not,           without
Executive&#146;s consent, thereafter be amended in any respect that is           adverse
to Executive except as necessary to comply with applicable laws, and           (ii) the
Company will make a discretionary contribution to Executive&#146;s           &#147;Termination
Account&#148; pursuant to Section 5.06 of the ODIP in an           amount equal to the
amount that the Company would have been required to make as           a non-discretionary
matching contribution under Section 5.05 of the ODIP           calculated as if Executive
had elected to defer $100,000 per year in each of the           next three plan years and
all of such deferrals qualified for the Company match           (such discretionary
Company contribution is referred to in this Agreement as the           &#147;ODIP CIC
Contribution&#148;). The ODIP CIC Contribution shall be made in           one lump sum
within 10 days after the occurrence of a Change in Control.           Executive will not
be required to actually defer any compensation under the ODIP           to receive the
ODIP CIC Contribution. The ODIP CIC Contribution will be in           addition to any
regular matching or other discretionary Company contributions to           Executive&#146;s
account under the terms of the ODIP. For example, under the           terms of the ODIP
as in effect on the Effective Date, the ODIP CIC Contribution           would be
$375,000, which is 1.25% of $300,000.  </FONT></P></TD>
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<TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Officer
Stock Option Grant Program</U>. Upon the occurrence of a Change in           Control (as
defined in Section 6 below), (i) the PSS World Medical, Inc. Amended           and
Restated Officer Stock Option Grant Program (the &#147;ODIP Option           Program&#148;)
which is operated in conjunction with the ODIP, may not, without           Executive&#146;s
consent, thereafter be amended in any respect that is adverse           to Executive, and
(ii) the Company will, immediately prior to the Change in           Control, make a
one-time grant to Executive of options to acquire that number of           shares of
Company common stock equal to $300,000 divided by the Fair Market           Value (as
defined in the ODIP Option Program) as of the date of grant (the           &#147;ODIP CIC
Options&#148;). For example, under the terms of the ODIP Option           Program as in
effect on the Effective Date, and assuming a Fair Market Value of           $10 on the
date of a Change in Control, Executive would be entitled to receive           ODIP CIC
Options on 30,000 shares of Company common stock ($300,000 divided by           $10). The
ODIP CIC Options shall have the same exercise price, terms and           conditions as
other options granted under the ODIP Option Program.   This special           grant is
consistent with the hypothetical deferral by Executive of $100,000 per           year
over the next three plan years as described above in Section 5(f)(B) of           this
Agreement. Executive will not be required to actually defer any           compensation
under the ODIP to receive the ODIP CIC Options. The ODIP CIC           Options will be in
addition to any other options granted to Executive under the           terms of the ODIP
Option Program.  </FONT></P></TD>
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<TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Indemnification
and Advancement of Expenses</U>. From and after the           occurrence of a Change in
Control (as defined in Section 6 below), (i) Executive           shall continue to have
the full rights of an &#147;Indemnified Person&#148; as           defined in Article IX
of the PSS World Medical, Inc. Amended and Restated Bylaws           (the &#147;Bylaws&#148;)
as in effect on the Effective Date (or as may           thereafter be amended but only if
such subsequent amendment to the Bylaws           provides a greater rights to
indemnification and advancement of expenses to           Executive), and (ii) any repeal
or modification of the indemnification           provisions of the Bylaws shall not in
any way diminish any rights of Executive           to indemnification or advancement of
expenses, or the obligations of the Company           arising under the Bylaws, as in
effect on the Effective Date.  </FONT></P></TD>
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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;7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Termination of Employment</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>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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<TD WIDTH=97%><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>
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<TD WIDTH=97%><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>
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<TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;For &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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) 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></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>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=3%></TD>
<TD WIDTH=97%><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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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=3%></TD>
<TD WIDTH=97%><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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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=3%></TD>
<TD WIDTH=97%><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;  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=3%></TD>
<TD WIDTH=97%><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; or  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=3%></TD>
<TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          any
termination by Executive for any reason or no reason during the 30-day           period
beginning on the first anniversary of a Change in Control.  </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;
          <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>

<!-- 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>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=3%></TD>
<TD WIDTH=97%><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=6%></TD>
<TD WIDTH=94%><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></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=6%></TD>
<TD WIDTH=94%><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 two 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 (such amount is referred to as the &#147;Severance
Payment&#148;); <I>provided, </I><I>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 three times the sum of (1) Executive&#146;s annual Base
Salary in effect as of the Date of Termination, and (2) 150% of Executive&#146;s target
annual bonus for the year in which the Date of Termination occurs; 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=3%></TD>
<TD WIDTH=97%><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
two years after Executive&#146;s Date of Termination (or three years 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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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=3%></TD>
<TD WIDTH=97%><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 $60,000) 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=3%></TD>
<TD WIDTH=97%><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;          in
the event that the Date of Termination occurs after or in connection with the
          occurrence of a Change in Control, the Company shall continue to provide
          Executive with full time executive secretarial assistance for a period of 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=3%></TD>
<TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          in
the event that the Date of Termination occurs after or in connection with the
          occurrence of a Change in Control, all of Executive&#146;s outstanding options
          to acquire Company common stock shall remain exercisable for the shorter of
five           years after the Date of Termination or the original expiration date of the
          options; 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=3%></TD>
<TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(vi)&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>

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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>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>

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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>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>

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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>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>

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     <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>

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     <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 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>






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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;
          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=3%></TD>
<TD WIDTH=97%><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=3%></TD>
<TD WIDTH=97%><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=3%></TD>
<TD WIDTH=97%><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;          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=3%></TD>
<TD WIDTH=97%><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;  </FONT></P></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><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>






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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, 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>

<!-- 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;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, as incurred, 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>

<!-- MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>&#147;Competitive
Position&#148;</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></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>&#147;Competitive
 Services&#148;</I>  means  any  activities  engaged  in by the  Company  as of the  Date  of
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></P>





<!-- *************************************************************************** -->
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<!-- MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Project" -->
<P><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></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>&#147;Confidential
Information&#148;</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></P>



<!-- MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Default" -->
<P><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></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>&#147;Principal
or Representative&#148;</I>  means a principal,  owner, partner,  shareholder,  joint venturer,
investor, member, trustee, director,officer, manager, employee, agent, representative or
consultant.  </FONT></P>



<!-- MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Project" -->
<P><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></P>



<!-- MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Default" -->
<P><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></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>&#147;Restricted
 Period&#148; </I> means the term of Executive's  employment  hereunder and a period  extending
until eighteen (18) months from the Date of Termination.  </FONT></P>



<!-- MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>&#147;Restricted
 Territory&#148; </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></P>



<!-- MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Project" -->
<P><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></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>&#147;Trade
Secret&#148;</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></P>





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<!-- 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;(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>


<!-- 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;Restrictive
Covenants. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 1- TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=3%></TD>
<TD WIDTH=97%><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 Secrets</U>.    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>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 1- TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=3%></TD>
<TD WIDTH=97%><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>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 1- TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=3%></TD>
<TD WIDTH=97%><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;&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>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 1- TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=3%></TD>
<TD WIDTH=97%><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;&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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<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <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>

<!-- 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;(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=3%></TD>
<TD WIDTH=97%><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>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 1- TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=3%></TD>
<TD WIDTH=97%><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=3%></TD>
<TD WIDTH=97%><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=3%></TD>
<TD WIDTH=97%><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>

<!-- 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;15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Miscellaneous</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>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>

<!-- 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>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, including
          without limitation the Prior Agreement. 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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<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <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>




<TABLE WIDTH="500" BORDER="0" CELLPADDING="0" CELLSPACING="0">
<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>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="167"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="167"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">To Company:
</FONT></TD>
     <TD WIDTH="166"><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: Chairman of the Board
</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>
     <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">&nbsp;To Executive:
</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">David A. Smith<BR>
2720 Forest Mill Lane<BR>
Jacksonville, Florida 32257
</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>

<!-- 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;(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="250"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="250"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">PSS WORLD MEDICAL, INC.<BR><BR><BR>
<BR>

By:   <U>/s/ Clark Johnson</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Clark Johnson<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chairman of the Board of Directors
</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD WIDTH="250"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="250"><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">EXECUTIVE:<BR><BR><BR>
<BR>

&nbsp;&nbsp;&nbsp;&nbsp;<U>/s/ David A. Smith</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;David A. Smith
</FONT></TD></TR>
</TABLE>








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

<!-- MARKER FORMAT-SHEET="Head Center Underline-TNR" FSL="Project" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Form of Release of
Claims </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;THIS
RELEASE (&#147;Release&#148;) is granted effective as of the ____ day of _____, 20__, by
David A. Smith (&#147;Executive&#148;) in favor of PSS World Medical, Inc. (the
&#147;Company&#148;). This is the Release referred to that certain Employment Agreement
dated as of July 10, 2003 by and between the Company and Executive (the &#147;Employment
Agreement&#148;). Executive gives this Release in consideration of the Company&#146;s
promises and covenants as recited in the Employment Agreement, with respect to which this
Release is an integral part. </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;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 &#147;Released
          Parties&#148;), 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&#146;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. &sect;&nbsp;2002(e), <U>et seq.</U> or the
          Americans With Disabilities Act, 42 U.S.C. &sect;&nbsp;12101 <U>et</U>
          <U>seq.</U>; claims for statutory or common law wrongful discharge, including
          any claims arising under the Fair Labor Standards Act, 29&nbsp;U.S.C.
          &sect;&nbsp;201 <U>et</U> <U>seq.</U>; claims for attorney&#146;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. &sect;&nbsp;1001, <U>et</U>&nbsp;<U>seq.</U>; 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&#146;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&nbsp;U.S.C. &sect;&nbsp;621, <U>et</U>
          <U>seq</U>. 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></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="300"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="200"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;______________________________<BR>
&nbsp;David A. Smith<BR>
&nbsp;&nbsp;&nbsp;&nbsp;<BR><BR>
&nbsp;Date:  ______________________  <BR>

</FONT></TD></TR>
</TABLE>


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