Exhibit 10.3

# PHYSICIAN SALES &
SERVICE, INC.AMENDED AND RESTATED 1994 LONG TERM STOCK
PLAN

# I.   GENERAL

# 1.1   Purpose of the Plan

The
purpose of the Amended and Restated 1994 Long-Term Stock Plan (the Plan) of
Physician Sales & Service, Inc. (the Company) is to provide an incentive,
in the form of a proprietary shareholder interest in the Company, to employees of the
Company and/or its subsidiaries, to increase their interest in the Companys welfare,
and to assist the Company and its subsidiaries in attracting and retaining employees.

# 1.2   Administration of
the Plan

The
Plan shall be administered by the Compensation Committee or its successor (the
Committee) of the Board of Directors of the Company (the Board)
which shall consist solely of two or more directors meeting the definition of
disinterested person under Rule 16b-3 of the Securities Exchange Act of 1934, as amended
(the Exchange Act).

The
Committee shall have full and final authority in its discretion, subject to the provisions
of the Plan: (a) to determine individuals to whom and the time or times at which options
or restricted stock shall be granted and exercised and the number of shares and exercise
price, if any, of the common stock of the Company (Common Stock) covered by
each option or grant of restricted stock; (b) to determine the terms of the option or
restricted stock agreements, which need not be identical, including, without limitation,
terms covering vesting, exercise dates, if any, and exercise prices, if any; (c) to decide
all questions of fact arising in the application of the Plan; and (d) to administer and
interpret the Plan in all respects. All determinations made by the Committee shall be
final and conclusive.

The
Committee shall meet once each fiscal year, and at such additional times as it may
determine or as is requested by the chief executive officer of the Company, to designate
the eligible employees, if any, to be granted awards under the Plan and the type and
amount of such awards and the time when awards will be granted. No such designation by the
Committee shall be effective as a grant of an award under the Plan until approved by the
Board; provided, however, that the Board may empower the Committee to grant such awards
without approval by the Board. All awards granted under the Plan shall be on the terms and
subject to the conditions hereinafter provided.

# 1.3   Eligible Participants

Employees
of the Company and the Companys subsidiaries shall be eligible to participate in the
Plan (any employee receiving an award under this Plan hereinafter referred to as a
Participant). The terms subsidiary or subsidiaries
shall mean any corporation now existing or hereafter organized or acquired (other than the
Company) in an unbroken chain of corporations beginning with the Company, if, at the time
of option grant, each of the corporations (including the Company) other than the last
corporation in the unbroken chain owns stock possessing 80% or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain.

# 1.4   Grants

Grants
under the Plan may be stock options (as described in Section 11) or restricted stock (as
described in Section 111).

# 1.5   Other Compensation
Programs

The
adoption of the Plan contemplates the continuation of any existing incentive compensation
plan (s) of the Company and in no way limits or is limited by the operation,
administration or amendment of any such plan(s). The existence and terms of the Plan shall
not limit the authority of the Board in compensating employees of the Company in such
other forms and amounts as it may determine from time to time.

# 1.6   Limitations on Grants

The
aggregate number of shares of Common Stock, including shares reserved for issuance
pursuant to the exercise of options, which may be granted or issued under the terms of the
Plan, may not exceed 2,190,000 shares, and such shares hereby are reserved for such
purpose. The maximum number of shares of Common Stock that may be subject to
grants under the Plan to a Participant may not exceed 200,000 shares of Common Stock per
fiscal year of the Company. Whenever any outstanding grant or portion thereof expires, is
canceled or forfeited or is otherwise terminated for any reason without having been
exercised, the Common Stock allocable to the expired, forfeited, canceled or otherwise
terminated portion of the grant may again be the subject of further grants hereunder.

Notwithstanding
the foregoing, the number of shares of Common Stock available for grants. at any time
under the Plan shall be reduced to such lesser amount as may be required pursuant to the
methods of calculation necessary so that the exemptions provided pursuant to Rule 16b-3
under the Exchange Act will continue to be available for transactions involving all
current and future grants. In addition, during the period that any grants remain
outstanding under the Plan, the Committee may make good faith adjustments with respect to
the number of shares of Common Stock attributable to such grants for purposes of
calculating the maximum number of shares of Common Stock available for the granting of
future grants under the Plan, provided that following such adjustments the exemptions
provided pursuant to Rule 16b-3 under the Exchange Act will continue to be available for
transactions involving all current and future grants.

# 1.7   Definitions

The
following definitions shall apply to the Plan:

| | (a)       
               Disability shall have the meaning provided in the Companys
               applicable disability plan or, in the absence of such a definition, when a
               Participant becomes totally disabled (as determined by a physician mutually
               acceptable to the Participant and the Company) before attaining his or her 65th
               birthday and if such total disability continues for more than three months.
               Disability does not include any condition which is intentionally self-inflicted
               or caused by illegal acts of the Participant..
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               Fair Market Value, on any date, means (i) if the Common Stock is
               listed on a securities exchange or is traded over the Nasdaq National Market,
               the closing price of the shares of Common Stock on such date on such exchange or
               over such system on such date or, in the absence of reported sales on such date,
               the closing price on the immediately preceding date on which sales were
               reported, or (ii) if the Common Stock is not listed on a securities exchange or
               traded over the Nasdaq National Market, the mean between the bid and offered
               prices as quoted by Nasdaq for such date, provided that if it is determined that
               the fair market value is not properly reflected by such Nasdaq quotations, Fair
               Market Value will be determined by such other method as the Committee determines
               in good faith to be reasonable.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               Retirement shall have the meaning provided in the Companys
               applicable retirement plan or, in the absence of such a definition, the first
               day of the month following the month in which the Participant attains his or her
               65th birthday.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# II.   STOCK OPTIONS

# 2.1   Types of Options

Options
granted under the Plan shall, at the time of grant, provide that they will not be treated
as an incentive stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the Code).

# 2.2   Terms and Conditions
of Options

Subject
to the following provisions, all options granted under the Plan shall be in such form and
upon such terms and conditions as the Committee, in its discretion, may from time to time
determine, provided such terms and conditions are clearly designated at the time of grant.

# 2.3   Exercise Price

The
exercise price per share shall be at least the Fair Market Value of the Common Stock on
the date such option is granted.

# 2.4   Term of Options

Any
option granted under the Plan may be exercised no later than ten (10) years from the date
of grant or such shorter period of time as designated by the Committee at the time of
grant. Subject to Sections 2.8, 2.9 and 2.11 hereof and the stock option agreement
governing the grant of the options under the Plan, which may contemplate vesting of
exercise rights, options may be exercised in whole or in one or more parts throughout such
term. All rights to exercise an option shall expire at the end of the designated term.

# 2.5   Payment

Payment
for shares for which an option is exercised shall be made in full to the Corporation in
such manner and at such time or times as shall be provided by the Committee at the time of
grant in either (i) cash or its equivalent or (ii) by tendering shares of previously
acquired Common Stock having a Fair Market Value equal to the exercise price or (iii) by a
combination of (i) and (ii). The proceeds from such payment shall be added to the general
funds of the Corporation and shall be used for general corporate purposes.

# 2.6   Vesting of Options

Options
shall be exercisable in whole or in part after completion of such periods of service or
achievement of such conditions as the Committee shall specify when granting the options;
provided however, that in the absence of a Committee specification to the contrary and
subject to Sections 2.8, 2.9 and 2.11, such option shall become fully exercisable five (5)
years from the date of grant.

# 2.7   Notice of Exercise

When
exercisable pursuant to the terms of the governing stock option agreement, options granted
under the Plan shall be exercised by the Participant (or by other authorized persons in
accordance with Section 4.8) as to all or part of the shares subject to the option by
delivering written notice of exercise to the Company at its principal business office or
such other office as the Company may from time to time direct, (a) specifying the number
of shares to be purchased, (b) indicating the method of payment of the exercise price or
including a check payable to the Company in an amount equal to the full exercise price of
the number of shares being purchased, (c) including a Tax Election, if applicable, in
accordance with Section 4.7, and (d) containing such further provisions consistent with
the provisions of the Plan, as the Company may from time to time prescribe.

# 2.8   Termination of
Employment

Except
as otherwise provided in this Section 2.8, if a Participant ceases being an employee of
the Company or any subsidiary for any reason, including, without limitation, Retirement,
discharge, layoff or any other voluntary or involuntary termination of a
Participants employment (a Termination), the unexercisable portion of
the option granted hereunder shall immediately terminate and be null and void, and the
unexercised portion of any outstanding and exercisable options granted hereunder to such
Participant shall terminate and be null and void for all purposes, after three (3) months
have elapsed from the date of the Termination unless extended by the Committee, in its
sole discretion, within thirty (30) days from the date of Termination. Upon a Termination
as a result of death or Disability, any outstanding options may be exercised by the
Participant or the Participants legal representative within twelve (12) months after
such termination; provided, however, that in no event shall the period extend beyond the
expiration of the option term. Transfer of employment among the Company and any
subsidiaries of the Company shall not be deemed to be a Termination.

# 2.9   Limitation of
Exercise Periods

The
Committee may limit the time periods within which an option may be exercised if a
limitation on exercise is deemed necessary in order to effect compliance with applicable
law.

# 2.10   Stock Option
Agreement

Each
option granted under the Plan shall be evidenced by an individual stock option agreement
which shall be executed by the Company and each Participant. The agreement shall contain
such terms and provisions, not inconsistent with the terms of the Plan, as shall be
determined by the Committee, including: (a) the number of shares a Participant may acquire
pursuant to the option granted and the exercise price per share; (b) any conditions
affecting the exercise of the option; (c) the procedure for exercising the option granted;
(d) a clear designation of whether the exercise of the option granted thereby is subject
to vesting; (e) representations and warranties of Participant regarding the acquisition of
shares for investment purposes; and (f) such provisions as the Committee, upon advice of
counsel to the Company, shall deem necessary or appropriate to comply with the
requirements of applicable laws. In the event there shall be any discrepancy or
inconsistency between the terms of the Plan and any term or provision contained in a stock
option agreement, the terms of the Plan, as interpreted by the Committee, shall govern.

# 2.11   Change in Control

Except
as otherwise provided in the applicable award agreement, if a Change in Control has
occurred, then any outstanding option shall immediately become exercisable with respect to
all shares subject to such option on the date such Change in Control occurred.

# III.   RESTRICTED STOCK

# 3.1   Terms and Conditions
of Awards

The
Committee may grant shares of stock subject to the restrictions described in Section 3.2
(Restricted Stock) under a restricted stock agreement, without payment by the
Participant for such Restricted Stock. Such agreement shall specify the number of shares
granted and the conditions and terms of the grant. Restricted Stock, with restrictions
noted on the face of the certificates, shall be issued in the name of the Participant
granted the Restricted Stock and deposited with a trust administered by the Committee (and
subject to the claims of the Companys creditors) during the restriction period.

# 3.2   Restrictions

Until
the restrictions have lapsed in accordance with Section 3.3, the shares of Restricted
Stock granted hereunder may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated. The Committee may impose such other restrictions on any shares
of restricted stock as required by law including, without limitation, restrictions under
applicable federal or state securities laws, and may place legends on the certificates
representing such Restricted Stock to provide appropriate notice of such restrictions.

# 3.3   Period of Restriction

Subject
to Section 3.6, the restrictions set forth in Section 3.2 shall lapse and such shares
shall be freely transferable upon completion of such periods of service or achievement of
such conditions as the Committee shall specify in an individual Restricted Stock Agreement
between the Company and the Participant when granting the shares of Restricted Stock.

# 3.4   Termination of
Employment

If
a Participants employment is terminated prior to the lapsing of the restrictions in
accordance with Section 3.3 as a result of death, Retirement or Disability, restrictions
on the shares of Restricted Stock granted to the Participant shall immediately lapse on
the date of such death, Disability or Retirement. If any Participants employment is
terminated prior to the lapsing of restrictions in accordance with Section 3.3 for any
reason other than death, Disability or Retirement, the shares of Restricted Stock granted
to such Participant shall be forfeited and shall revert to the Company.

# 3.5   Rights as Shareholder

Prior
to the lapsing of restrictions in accordance with Section 3.3, Participants holding shares
of Restricted Stock shall be entitled to receive all dividends and other distributions
paid with respect to such shares while they are held by the Participant. If any such
dividend or distribution is paid in shares of Common Stock, such shares shall be subject
to the same restrictions on transferability as the shares of Restricted Stock with respect
to which they were paid.

# 3.6   Change in Control

Except
as otherwise provided in the applicable award agreement, if a Change in Control has
occurred, then all restrictions on shares of Restricted Stock shall immediately lapse on
the date such Change in Control occurred.

# 3.7   Section 83(b)
Election

Participants
shall not be permitted to make an election under Section 83 (b) or any successor provision
of the Code with respect to shares of Restricted Stock granted under the Plan.

# IV.   GENERAL PROVISIONS

# 4.1   General Restrictions

Each
grant under the Plan shall be subject to the requirement that if the Committee shall
determine, at any time, that (a) the listing, registration or qualification of the shares
of Common Stock subject or related thereto upon any securities exchange or under any state
or federal law, (b) the consent or approval of any government regulatory body, or (c) an
agreement by the Participant with respect to the disposition of shares of Common Stock, is
necessary or desirable as a condition of, or in connection with, the granting or the
issuance or purchase of shares of Common Stock thereunder, such grant may not be
consummated in whole or in part unless such listing, registration, qualification, consent,
approval or agreement shall have been effected or obtained free of any conditions not
acceptable to the Committee.

# 4.2   Adjustments for
Certain Corporate Events

In
the event of a reorganization, recapitalization, stock split, stock dividend, combination
of shares, rights offer, liquidation, dissolution, merger, consolidation, spin-off or sale
of assets, or any other change in or affecting the corporate structure or capitalization
of the Company, the Board shall make such adjustments as the Committee may recommend, and
as the Board in its discretion may deem appropriate, in the number and kind of
shares authorized by the Plan, in the number, exercise price or kind of shares covered by
the grants and in any outstanding grants under the Plan in order to prevent substantial
dilution or enlargement thereof.

# 4.3   Amendments

The Board may discontinue the Plan at
any time and may amend it from time to time, but no amendment, without approval by
shareholders, may (a) increase the total number of shares which may be issued under the
Plan, except as provided in Section 4.2 hereof, (b) change the class of employees of the
Company to whom grants may be granted, or (c) cause the Plan to no longer comply with Rule
16b-3 of the Exchange Act or any other federal or state statutory or regulatory
requirements.

# 4.4   Modification,
Substitution or Cancellation of Grants

Subject
to the terms of the Plan, the Committee may modify outstanding grants under the Plan or
accept the surrender of outstanding grants and make new grants in substitution for them.
Notwithstanding the foregoing, no modification of any grant shall adversely alter or
impair any rights or obligations of the Participant without the Participants
consent.

# 4.5   Shares Subject to
the Plan

Shares
distributed pursuant to the Plan shall be made available from authorized but unissued
shares or from shares purchased or otherwise acquired, in open market, in private
transactions or otherwise, by the Company for use in the Plan, as shall be determined from
time to time by the Committee.

# 4.6   Rights of a
Shareholder

Participants
under the Plan, unless otherwise provided by the Plan, shall have no rights as
shareholders by reason thereof unless and until certificates for shares of Common Stock
are issued to them.

# 4.7   Withholding

The
Company shall have the right to deduct from any distribution of Common Stock to any
Participant an amount equal to the federal, state and local income taxes and other amounts
as may be required by law to be withheld (the Withholding Taxes) with respect
to any grant under the Plan. If a Participant is to experience a taxable event in
connection with the receipt of cash or shares of Common Stock pursuant to an option
exercise (a Taxable Event), the Participant shall pay the Withholding Taxes to
the Company prior to the issuance of such shares of Common Stock. In satisfaction of the
obligation to pay Withholding Taxes to the Company, the Participant may make a written
election (the Tax Election), which may be accepted or rejected in the
discretion of the Committee, to have withheld a portion of the shares of Common Stock then
issuable to the Participant having an aggregate Fair Market Value on the day immediately
preceding the date of such issuance equal to the Withholding Taxes, provided that in
respect of a Participant who may be subject to liability under Section 16(b) of the
Exchange Act either: (i) in the case of a Taxable Event involving a stock option or the
grant of restricted stock, (A) the Tax Election is made at least six (6) months prior to
the date of the Taxable Event and (B) the Tax Election is irrevocable with respect to all
Taxable Events of a similar nature occurring prior to the expiration of six (6) months
following a revocation of the Tax Election; (ii) in the case of the exercise of an option
(A) the Participant makes the Tax Election at least six (6) months after the date the
option was granted, (B) the option is exercised during the ten (10) day period beginning
on the third business day and ending on the twelfth business day following the release for
publication of the Companys quarterly or annual statement of sales and earnings (the
Window Period) and (C) the Tax Election is made during the Window Period in
which the option is exercised or prior to such Window Period and subsequent to the
immediately preceding Window Period; or (iii) in the case of a Taxable Event relating to
the payment of an award, (A) the Participant makes the Tax Election at least six (6)
months after the date of grant and (B) the Tax Election is made (1) in the case of a
Taxable Event occurring within a Window Period, during the Window Period in which the
Taxable Event occurs or (2) in the case of a Taxable Event not occurring within a Window
Period, during the Window Period immediately preceding the Taxable Event. Notwithstanding
the foregoing, the Committee may, by the adoption of rules or otherwise, (i) modify the
provisions of this Section 4.7 as may be necessary to ensure that the Tax Elections will
be exempt transactions under Section 16(b) of the Exchange Act, and (ii) permit, Tax
Elections to be made at such other times and subject to such other conditions as the
Committee determines will constitute exempt transactions under Section 16(b) of the
Exchange Act.

# 4.8   Nonassignability

Except
as expressly provided in the Plan, no grant shall be transferable except by will, the laws
of descent and distribution or a qualified domestic relations order (QDRO) as
defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder. During the lifetime of the Participant, except as
expressly provided in the Plan, grants under the Plan shall be exercisable only by such
Participant, by the guardian or legal representative of such Participant or pursuant to a
QDRO.

# 4.9   Nonuniform
Determinations

Determinations
by the Committee under the Plan (including, without limitation, determinations of the
persons to receive grants, the form, amount and timing of such grants, and the terms and
provisions of such grants and the agreements evidencing the same) need not be uniform and
may be made by it selectively among persons who receive, or are eligible to receive,
grants under the Plan, whether or not such persons are similarly situated.

# 4.10   No Guarantee of
Employment

Neither
grants under the Plan nor any action taken pursuant to the Plan shall constitute or be
evidence of any agreement or understanding, express or implied, that the Company shall
retain the Participant for any period of time or at any particular rate of compensation.

# 4.11   Effective Date;
Duration

The
Plan shall become effective as of the date the Company is first admitted to trading on the
NASDAQ, subject to approval by shareholders. No grant may be given under the Plan after
May 31, 2000, but grants theretofore granted may extend beyond such date.

# 4.12   Change in Control

Except
as otherwise provided in the applicable award agreement, if a Change in Control of the
Company occurs, then all options shall become fully exercisable and all restrictions on
grants of Restricted Stock shall lapse as of the date such Change in Control occurred. For
the purposes of the Plan, a Change in Control of the Company shall be deemed to have
occurred upon the earliest of the following events:

| | (a)       
               when the Company acquires actual knowledge that any person (as such term is used
               in Sections 13 (d) and 14 (d) of the Exchange Act), other than any person who
               was the beneficial owner of 25% or more of the Common Stock as of the effective
               date of the Plan, becomes the beneficial owner (as defined in Rule 13d-3 of the
               Exchange Act) directly or indirectly, of securities of the Company representing
               25% or more of the combined voting power of the Companys then-outstanding
               securities;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               upon the first purchase of Common Stock pursuant to a tender or exchange offer
               (other than a tender or exchange offer made by the Company);
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               upon the approval by the Companys shareholders of (i) a merger or
               consolidation of the Company with or into another corporation (other than a
               merger or consolidation in which the Company is the surviving corporation and
               which does not result in any capital reorganization or reclassification or other
               change in the Companys then-outstanding shares of Common Stock), (ii) a
               sale or disposition of all or substantially all of the Companys assets or
               (iii) a plan of liquidation or dissolution of the Company; or
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               if the Board or any designated committee determines in its sole discretion that
               any person (as such term is used in Sections 13 (d) and 14 (d) of the Exchange
               Act), other than a person who exercised a controlling influence as of the
               effective date of the Plan, directly or indirectly exercises a controlling
               influence over the management or policies of the Company.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 4.13    Governing  Law.

The
Plan and all  actions  taken  thereunder  shall be governed  by and  construed  in
accordance with the laws of the State of Florida.