conversations.from: human
conversations.value: Complete the next paragraph of this contract: Physician Sales & Service, Inc. 4345 Southpoint Boulevard Jacksonville, Florida 32216
  Attention: Patrick C. Kelly David A. Smith
  Gentlemen:
   The undersigned is a shareholder of Gulf South Medical Supply, Inc. ("GSMS"), a corporation organized and existing under the laws of the State of Delaware, and will become a shareholder of Physician Sales & Service, Inc. ("PSS"), a corporation organized and existing under the laws of the State of Florida, pursuant to the transactions described in the Agreement and Plan of Merger, dated as of December 14, 1997 (the "Agreement"), by and among PSS, PSS Merger Corp. ("Merger Corp.") and GSMS. Under the terms of the Agreement, Merger Corp. will be merged into and with GSMS (the "Merger"), and the shares of the $.01 par value common stock of GSMS ("GSMS Common Stock") will be converted into and exchanged for shares of the $.01 par value common stock of PSS ("PSS Common Stock"). This Affiliate Agreement represents an agreement between the undersigned and PSS regarding certain rights and obligations of the undersigned in connection with the shares of PSS to be received by the undersigned as a result of the Merger.
   In consideration of the Merger and the mutual covenants contained herein, the undersigned and PSS hereby agree as follows:
conversations.from: assistant
conversations.value: 1. Affiliate Status. The undersigned understands and agrees that as to ---------------- GSMS he is an "affiliate" under Rule 145(c) as defined in Rule 405 of the Rules and Regulations of the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended ("1933 Act"), and the undersigned anticipates that he will be such an "affiliate" at the time of the Merger.
   2. Initial Restriction on Disposition. The undersigned agrees that he ---------------------------------- will not sell, transfer, or otherwise dispose of his interests in, or reduce his risk relative to, any of the shares of PSS Common Stock into which his shares of GSMS Common Stock are converted upon consummation of the Merger until such time as PSS notifies the undersigned that the requirements of SEC Accounting Series Release Nos. 130 and 135 ("ASR 130 and 135") have been met. The undersigned understands that ASR 130 and 135 relate to publication of financial results of post-Merger combined operations of PSS and GSMS. PSS agrees that it will publish such results as promptly as practicable following the Merger in the sole discretion of PSS, but in any event within 45 days after the end of the first fiscal quarter of PSS containing the required period of post-Merger combined operations and that it will notify the undersigned promptly following such publication.
   3. Covenants and Warranties of Undersigned. The undersigned represents, --------------------------------------- warrants and agrees that:
   (a) The PSS Common Stock received by the undersigned as a result of the Merger will be taken for his own account and not for others, directly or indirectly, in whole or in part.
   (b) PSS has informed the undersigned that any distribution by the undersigned of PSS Common Stock has not been registered under the 1933 Act and that shares of PSS Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (3) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that PSS is under no ------------------------------------------------ obligation to file a registration statement with the SEC covering the --------------------------------------------------------------------- disposition of the undersigned's shares of PSS Common -----------------------------------------------------
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conversations.value: More.
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conversations.value: Stock or to take any other action necessary to make compliance with an ---------------------------------------------------------------------- exemption from such registration available. ------------------------------------------
   (c) During the 30 days immediately preceding the Effective Time of the Merger, the undersigned has not sold, transfered, or otherwise disposed of his interests in, or reduced his risk relative to, any of the shares of GSMS Common Stock beneficially owned by the undersigned as of the record date for determination of shareholders entitled to vote at the Shareholders' Meeting of GSMS held to approve the Merger.
   (d) The undersigned is aware that PSS intends to treat the Merger as a tax- free reorganization under Section 368 of the Internal Revenue Code ("Code")
   for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as PSS for federal income tax purposes. The undersigned acknowledges that Section 1.368-1(b) of the Income Tax Regulations requires "continuity of interest" in order for the Merger to be treated as tax-free under Section 368 of the Code. This requirement is satisfied if, taking into account those GSMS shareholders who receive cash in exchange for their stock, who receive cash in lieu of fractional shares, or who dissent from the Merger, there is no plan or intention on the part of the GSMS shareholders to sell or otherwise dispose of the PSS Common Stock to be received in the Merger that will reduce such shareholders' ownership to a number of shares having, in the aggregate, a value at the time of the Merger of less than 50% of the total fair market value of the GSMS Common Stock outstanding immediately prior to the Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of his PSS Common Stock to be received in the Merger which would cause the foregoing requirement not to be satisfied.
   4. Restrictions on Transfer. The undersigned understands and agrees that ------------------------ stop transfer instructions with respect to the shares of PSS Common Stock received by the undersigned pursuant to the Merger will be given to PSS's transfer agent and that there will be placed on the certificates for such shares, or shares issued in substitution thereof, a legend stating in substance:
   "The shares represented by this certificate were issued pursuant to a business combination which is accounted for as a "pooling of interests" and may not be sold, nor may the owner thereof reduce his risks relative thereto in any way, until such time as PSS, Inc. ("PSS") has published the financial results covering at least 30 days of combined operations after the effective date of the merger through which the business combination was effected. In addition, the shares represented by this certificate may not be sold, transferred or otherwise disposed of except or unless (1) covered by an effective registration statement under the Securities Act of 1933, as amended, (2) in accordance with (i) Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of PSS) or (ii) Rule 144 (in the --- case of shares issued to an individual who is an affiliate of PSS) of the Rules and Regulations of such Act, or (3) in accordance with a legal opinion satisfactory to counsel for PSS that such sale or transfer is otherwise exempt from the registration requirements of such Act."
  Such legend will also be placed on any certificate representing PSS securities issued subsequent to the original issuance of the PSS Common Stock pursuant to the Merger as a result of any transfer of such shares or any stock dividend, stock split, or other recapitalization as long as the PSS Common Stock issued to the undersigned pursuant to the Merger has not been transferred in such manner to justify the removal of the legend therefrom. Upon the request of the undersigned, PSS shall cause the certificates representing the shares of PSS Common Stock issued to the undersigned in connection with the Merger to be reissued free of any legend relating to restrictions on transfer by virtue of ASR 130 and 135 as soon as practicable after the requirements of ASR 130 and 135 have been met. In addition, if the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the PSS Common Stock received by the undersigned pursuant to the Merger, or at the expiration of the restrictive period set forth in Rule 145(d), PSS, upon the request of the undersigned, will cause the certificates representing the shares of PSS Common Stock issued to the undersigned in connection with the Merger to be reissued free of any legend relating to the restrictions set forth in Rules 144 and 145(d) upon receipt by PSS of an opinion of its counsel to the effect that such legend may be removed.
   - 2 -
   5. Understanding of Restrictions on Dispositions. The undersigned has --------------------------------------------- carefully read the Agreement and this Affiliate Agreement and discussed their requirements and impact upon his ability to sell, transfer, or otherwise dispose of the shares of PSS Common Stock received by the undersigned, to the extent he believes necessary, with his counsel or counsel for GSMS.
   6. Filing of Reports by PSS. PSS agrees, for a period of three years ------------------------ after the effective date of the Merger, to file on a timely basis all reports required to be filed by it pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, so that the public information provisions of Rule 145(d) promulgated by the SEC as the same are presently in effect will be available to the undersigned in the event the undersigned desires to transfer any shares of PSS Common Stock issued to the undersigned pursuant to the Merger.
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conversations.value: Next lines please.
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conversations.value: 7. Transfer Under Rule 145(d). If the undersigned desires to sell or -------------------------- otherwise transfer the shares of PSS Common Stock received by him in connection with the Merger at any time during the restrictive period set forth in Rule 145(d), the undersigned will provide the necessary representation letter to the transfer agent for PSS Common Stock together with such additional information as the transfer agent may reasonably request. If PSS's counsel concludes that such proposed sale or transfer complies with the requirements of Rule 145(d), PSS shall cause such counsel to provide such opinions as may be necessary to PSS's Transfer Agent so that the undersigned may complete the proposed sale or transfer.
   8. Acknowledgments. The undersigned recognizes and agrees that the --------------- foregoing provisions also apply to all shares of the capital stock of GSMS and PSS that are deemed to be beneficially owned by the undersigned pursuant to applicable federal securities laws, which the undersigned agrees may include,
  without limitation, shares owned or held in the name of (i) the undersigned's spouse, (ii) any relative of the undersigned or of the undersigned's spouse who has the same home as the undersigned, (iii) any trust or estate in which the undersigned, the undersigned's spouse, and any such relative collectively own at least a 10% beneficial interest or of which any of the foregoing serves as trustee, executor, or in any similar capacity, and (iv) any corporation or other organization in which the undersigned, the undersigned's spouse and any such relative collectively own at least 10% of any class of equity securities or of the equity interest. The undersigned further recognizes that, in the event that the undersigned is a director or officer of PSS or becomes a director or officer of PSS upon consummation of the Merger, among other things, any sale of PSS Common Stock by the undersigned within a period of less than six months following the effective time of the Merger may subject the undersigned to liability pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended.
   9. Miscellaneous. This Affiliate Agreement is the complete agreement ------------- between PSS and the undersigned concerning the subject matter hereof. Any notice required to be sent to any party hereunder shall be sent by registered or certified mail, return receipt requested, using the addresses set forth herein or such other address as shall be furnished in writing by the parties. This Affiliate Agreement shall be governed by the laws of the State of Delaware.
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   This Affiliate Agreement is executed as of the 14th day of December, 1997.
   Very truly yours,
   /s/ William W. McInnes ___________________________ Signature
   William W. McInnes ___________________________ Print Name 116 30th Avenue S ____________________________ Nashville, TN 37212 ____________________________ Address
   [add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]
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conversations.value: More.
conversations.from: assistant
conversations.value: ___________________________ Name:
   ___________________________ Name:
   ___________________________ Name:
  AGREED TO AND ACCEPTED as of December 14, 1997
  PHYSICIAN SALES & SERVICE, INC.
   /s/ David A. Smith BY:_________________________
   -4-
   This Affiliate Agreement is executed as of the 14th day of December, 1997.
   Very truly yours,
   /s/ Edward Shulman ___________________________ Signature
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conversations.from: assistant
conversations.value: Edward Shulman ___________________________ Print Name 5909 Dalecross CT ____________________________ Glen Allen, VA 23060 ____________________________ Address
   [add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]
   ___________________________ Name:
   ___________________________ Name:
   ___________________________ Name:
  AGREED TO AND ACCEPTED as of December 14, 1997
  PHYSICIAN SALES & SERVICE, INC.
   /s/ David A. Smith BY:_________________________
   -4-
   This Affiliate Agreement is executed as of the 14th day of December, 1997.
conversations.from: human
conversations.value: More from this contract.
conversations.from: assistant
conversations.value: Very truly yours,
   /s/ Donna C.E. Williamson ___________________________ Signature
   Donna C.E. Williamson ___________________________ Print Name _____________________________________________________ Address
   [add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]
   ___________________________ Name:
   ___________________________ Name:
   ___________________________ Name:
  AGREED TO AND ACCEPTED as of December 14, 1997
  PHYSICIAN SALES & SERVICE, INC.
   /s/ David A. Smith BY:_________________________
conversations.from: human
conversations.value: More from this contract.
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conversations.value: - 4 -
   This Affiliate Agreement is executed as of the 14th day of December, 1997.
   Very truly yours,
   /s/ David L. Bogetz ___________________________ Signature
   David L. Bogetz ___________________________ Print Name _____________________________________________________ Address
   [add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]
   ___________________________ Name:
   ___________________________ Name:
   ___________________________ Name:
  AGREED TO AND ACCEPTED as of December 14, 1997
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: PHYSICIAN SALES & SERVICE, INC.
   /s/ David A. Smith BY:_________________________
   -4-
   This Affiliate Agreement is executed as of the 14th day of December, 1997.
   Very truly yours,
   /s/ Melvin L. Hecktman ___________________________ Signature
   Melvin L. Hecktman ___________________________ Print Name 530 Waters Edge Ct ____________________________ Northbrook, IL 60062 ____________________________ Address
   [add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]
   ___________________________ Name:
   ___________________________ Name:
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conversations.value: More.
conversations.from: assistant
conversations.value: ___________________________ Name:
  AGREED TO AND ACCEPTED as of December 14, 1997
  PHYSICIAN SALES & SERVICE, INC.
   /s/ David A. Smith BY:_________________________
   -4-
   This Affiliate Agreement is executed as of the 14th day of December, 1997.
   Very truly yours,
   /s/ Thomas G. Hixon ___________________________ Signature
   Thomas G. Hixon ___________________________ Print Name 165 Butler Drive ____________________________ Ridgeland, MS 39154 ____________________________ Address
   [add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]
conversations.from: human
conversations.value: Next lines please.
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conversations.value: ___________________________ Name:
   ___________________________
   Name:
   ___________________________ Name:
  AGREED TO AND ACCEPTED as of December 14, 1997
  PHYSICIAN SALES & SERVICE, INC.
   /s/ David A. Smith BY:_________________________
   -4-
   This Affiliate Agreement is executed as of the 14th day of December, 1997.
   Very truly yours,
conversations.from: human
conversations.value: Next lines please.
conversations.from: assistant
conversations.value: /s/ Steve Richardson ___________________________ Signature
   Steve Richardson ___________________________ Print Name 194 Sunsan Road ____________________________ Madison, MS 39116 ____________________________ Address
   [add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]
   ___________________________ Name:
   ___________________________ Name:
   ___________________________ Name:
  AGREED TO AND ACCEPTED as of December 14, 1997
  PHYSICIAN SALES & SERVICE, INC.
   /s/ David A. Smith BY:_________________________
   -4-
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conversations.value: Next lines please.
conversations.from: assistant
conversations.value: This Affiliate Agreement is executed as of the 14th day of December, 1997.
   Very truly yours,
   /s/ Guy W. Edwards ___________________________ Signature
   Guy W. Edwards ___________________________ Print Name 567 Arbor Drive ____________________________ Madison, MS 39110 ____________________________ Address
   [add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]
   ___________________________ Name:
   ___________________________ Name:
   ___________________________ Name:
  AGREED TO AND ACCEPTED as of December 14, 1997
  PHYSICIAN SALES & SERVICE, INC.
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conversations.value: More.
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conversations.value: /s/ David A. Smith BY:_________________________
   -4-
   This Affiliate Agreement is executed as of the 14th day of December, 1997.
   Very truly yours,
   /s/ Stanton Keith Pritchard ___________________________ Signature
   Stanton Keith Pritchard ___________________________ Print Name #3 Abbey Nord ____________________________ Jackson, MS 39216 ____________________________ Address
   [add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]
   ___________________________ Name:
   ___________________________ Name:
   ___________________________ Name:
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: AGREED TO AND ACCEPTED as of December 14, 1997
  PHYSICIAN SALES & SERVICE, INC.
   /s/ David A. Smith BY:_________________________
   -4-
   This Affiliate Agreement is executed as of the 14th day of December, 1997.
   Very truly yours,
   /s/ Louie Vaughan ___________________________ Signature
   Louie Vaughan ___________________________ Print Name 318 Woodrun Drive ____________________________ Ridgeland, MS 39157 ____________________________ Address
   [add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]
   ___________________________ Name:
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conversations.from: assistant
conversations.value: ___________________________ Name:
   ___________________________ Name:
  AGREED TO AND ACCEPTED as of December 14, 1997
  PHYSICIAN SALES & SERVICE, INC.
   /s/ David A. Smith BY:_________________________
   -4-
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: AFFILIATE AGREEMENT
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * GSMS
  * Gulf South Medical Supply, Inc.
  * PSS Merger Corp.
  * Physician Sales & Service, Inc.
  * PSS
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: * AGREED TO AND ACCEPTED as of December 14, 1997
  * This Affiliate Agreement is executed as of the 14th day of December, 1997.
conversations.from: human
conversations.value: The date when the contract is effective ?
conversations.from: assistant
conversations.value: I don't know. Can you provide more information?
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: This Affiliate Agreement shall be governed by the laws of the State of Delaware.
conversations.from: human
conversations.value: Is there a requirement on a party not to disparage the counterparty?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is consent or notice required of a party if the contract is assigned to a third party?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Does the contract limit the ability of a party to transfer the license being granted to a third party?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Does the contract contain a  license grant that is irrevocable or perpetual?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,  insolvency, etc.)?
conversations.from: assistant
conversations.value: I don't think so.