Affiliate Agreement

Date14 December 1997
PartiesGulf South Medical Supply, Inc. ("GSMS"), Physician Sales & Service, Inc. ("PSS"), PSS Merger Corp.
StateDelaware
SectionCommercial Contracts
EXHIBIT 4
AFFILIATE AGREEMENT
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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:
1. Affiliate Status. The undersigned understands and agrees that as to
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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
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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,
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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
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obligation to file a registration statement with the SEC covering the
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disposition of the undersigned's shares of PSS Common
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Stock or to take any other action necessary to make compliance with an
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exemption from such registration available.
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(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")

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