EXHIBIT 10.14

                 CONSULTING AND RESTRICTIVE COVENANTS AGREEMENT

         THIS CONSULTING AND RESTRICTIVE COVENANTS AGREEMENT (this "Agreement")
is made and entered into this13th day of June, 2002 by and between PSS World
Medical, Inc. (the "Company"), and Douglas J. Harper ("Harper"), to be effective
as of July 26, 2002 (the "Effective Date").

                                   BACKGROUND

         Harper currently serves as the President of the Physician Sales &
Service division of the Company, pursuant to an Employment Agreement, dated as
of April 1, 1998 between the Company and Harper, as amended (the "Employment
Agreement"). Prior to Effective Date, Harper will resign from his positions as
an officer or employee of the Company and will thereafter provide consulting
services to the Company upon the terms and conditions set forth herein.

         NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     1. Resignations.  Harper hereby tenders his resignation as the President of
     the  Physician  Sales & Service  division of the Company and from any other
     position  he may hold as an  employee  or  officer  of the  Company,  which
     resignation  will be  effective  as of twelve  o'clock  noon E.S.T.  on the
     Effective Date. As provided further in this Agreement,  Harper will provide
     consulting services to the Company after the Effective Date.

     2. Release of Claims.  At the  Effective  Date,  Harper  shall  execute and
     deliver  to the  Company a Release  of  Claims  in  substantially  the form
     attached hereto as Exhibit A.

     3. Severance  Benefits.  In accordance  with Section 8(e) of the Employment
     Agreement,  the Company  shall  provide to Harper the  following  severance
     benefits:

          (a) Accrued  Payments.  At the Effective  Date, the Company shall make
          payments to Harper related to his  employment  with the Company in the
          amount of his  accrued  but unpaid  salary and any  accrued but unpaid
          vacation pay.

          (b) Severance Payment. Upon the expiration of the seven-day revocation
          period  described  in Section 2 of the Release of Claims,  the Company
          will pay to Harper a lump sum severance  payment of $22,920,  which is
          equal to 30 days' salary.

          (c) Vested  Benefits.  Harper shall be entitled to any vested benefits
          he may have under the  employee  benefit  plans of the  Company as are
          applicable  to him on the  Effective  Date.  Such  benefits will be in
          accordance with and subject to the applicable  terms and conditions of
          such plans or agreements.
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          (d)  Acknowledgement.  The  parties  acknowledge  and  agree  that the
          payments and benefits  described above may be taxable income, and each
          hereby  covenants  to comply  with all  federal  and state  income and
          employment tax  requirements,  including all reporting and withholding
          requirements,  relating thereto.  Harper further acknowledges that the
          payments and benefits  described above are in full satisfaction of the
          Company's  obligations  to him  under  the  terms  of  the  Employment
          Agreement, and the Employment Agreement is hereby terminated and of no
          further force or effect as of the Effective Date.

     4. Consulting  Services.  Harper shall provide  consulting  services to the
     Company as an  independent  contractor  for a period of sixty  (60)  months
     beginning on the Effective  Date (the  "Consulting  Period").  Consultant's
     services shall include, but not necessarily be limited to, providing advice
     and  assistance  to the Company in  connection  with  acquisitions  and the
     recruitment  of sales  representatives  for the  Physician  Sales & Service
     division of the Company.  During the Consulting Period, Harper shall devote
     such time and attention to his duties  hereunder as is reasonably  required
     to provide consulting services satisfactory to the Company pursuant to this
     Agreement.  Notwithstanding the foregoing,  the times during which, and the
     locations at which,  Harper shall perform his services  hereunder  shall be
     subject to the mutual agreement of Harper and the Company.

     5. Compensation for Consulting Services. As compensation for the consulting
     services  to be  provided by Harper  hereunder,  the Company  shall pay and
     provide the following compensation:

          (a) Consulting Fee. During the Consulting Period, the Company will pay
          to Harper a consulting fee in the amount of U.S. $100 per hour worked.
          The Company  will  report the  payment of such  amounts for income tax
          purposes on a Form 1099-Misc.

          (b) Expenses.  The Company shall  reimburse  Harper for all reasonable
          expenses  incurred by him in connection  with the  performance  of his
          duties hereunder,  provided that Harper shall furnish the Company with
          a reasonable accounting for such expenses.  The reasonableness of such
          expenses shall be subject to the  determination  by the Company,  in a
          manner  consistent  with the Company's  normal  expense  reimbursement
          policies.

          (c) Welfare  Benefits  Coverage.  For a twenty-four  (24) month period
          after the Effective Date, the Company, at its expense,  shall continue
          benefits  to Harper  and/or his family at least  equal to those  which
          would have been provided to him in accordance  with the welfare plans,
          programs,  practices  and  policies of the Company in which Harper was
          participating  immediately  prior to the  Effective  Date  (including,
          without  limitation,   medical,   dental,   disability,   supplemental
          disability, and life insurance plans and programs); provided, however,
          that if Harper becomes  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 and supplemental to those provided
          under such other plan during such applicable period of eligibility.


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          6. Independent Contractor. This Agreement calls for the performance of
          services by Harper as an independent contractor and Harper will not be
          considered an employee of the Company for any purpose. Accordingly, it
          is understood  and agreed that Harper (a) has no authority to act for,
          or bind the Company by contract or  otherwise;  (b) is not eligible to
          participate  in any  employment  benefit plan or program  available to
          employees  of the  Company;  (c)  will be  treated  as an  independent
          contractor for purposes of the Federal  Insurance  Contributions  Act,
          federal  income  tax  withholding,   the  Employee  Retirement  Income
          Security Act,  state  unemployment  or disability  insurance  laws, or
          other similar laws;  (d) shall work with,  and take general  direction
          from, the Chief Executive Officer of the Company;  and (e) perform the
          services  required  under and pursuant to this Agreement in good faith
          and with a view toward  maintaining  and enhancing the  reputation and
          good standing of the Company.

          7. Restrictions on Harper's Conduct.

               (a)  General.  Harper  acknowledges  that his rights and benefits
               under this  Agreement are  contingent  upon his agreement to make
               and adhere to the provisions of this Section 7. Harper recognizes
               and agrees that the Company will suffer  irreparable  harm in the
               event that Harper violates any of the  Restrictive  Covenants (as
               defined below).  Harper and the Company understand and agree that
               the  purpose of the  provisions  of this  Section 7 is to protect
               legitimate  business  interests  of the  Company,  as more  fully
               described  below,  and is not intended to impair or infringe upon
               Harper's  right to work,  earn a living,  or acquire  and possess
               property  from the  fruits of his labor.  Harper and the  Company
               acknowledge and agree that the Restrictive Covenants are not made
               in connection with Harper's  former  employment with the Company,
               but rather are intended to protect the Company's interests during
               the  Consulting  Period.  Harper  hereby  acknowledges  that  the
               restrictions  set forth in this Section 7 are reasonable and that
               they do not,  and will not,  unduly  impair his ability to earn a
               living.  Therefore,  in  consideration of (i) Harper's rights and
               benefits  under  this  Agreement;  (ii) in  consideration  of the
               monetary  compensation  provided  in Section  7(j);  and (iii) in
               consideration of receiving access to the Confidential Information
               and  Trade  Secrets  (as  defined  below),  and,  subject  to the
               limitations  of  reasonableness  imposed by law,  Harper shall be
               subject to the restrictions set forth in this Section 7.

               (b)  Definitions.  The following  capitalized  terms used in this
               Section 7 shall have the meanings  assigned to them below,  which
               definitions shall apply to both the singular and the plural forms
               of such terms:

               "Competitive  Position" means any position with a Competitor as a
               Principal or Representative in which Harper will use or is likely
               to use any Confidential Information or Trade Secrets, or in which
               Harper has duties for, provides services to, or otherwise assists
               such Competitor where such duties, services or assistance involve
               Competitive Services.

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               "Competitive  Services"  means any  activities  engaged in by the
               Company as of the Effective Date that relate  directly to (a) the
               distribution of medical supplies, equipment or 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 or
               alternate  care  market;  provided,   however,  that  Competitive
               Services  shall  not  include  (x)  the  manufacture  of  medical
               supplies,  equipment  or  pharmaceuticals  or medical  diagnostic
               imaging supplies,  chemicals or equipment  (collectively "Medical
               Products"),  (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.  "Competitor"  means any Person
               engaged, wholly or in material part, in Competitive Services.

               "Confidential  Information"  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.  "Confidential
               Information"  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. "Confidential Information" 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
               "confidential  information" or any equivalent term under state or
               federal law.

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

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

               "Protected  Customers"  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  Consulting  Period or during the twelve  (12)  months
               prior to the Effective Date.

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

               "Restricted Period" means the 60-month Consulting Period.

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<PAGE>

               "Restricted   Territory"  with  respect  to  the  non-competition
               covenant  in  Section   5(d)(iv)   hereof  means  the  States  of
               Massachusetts and Florida and each of the other 48 United States.

               "Restrictive Covenants" means the restrictive covenants contained
               in Section 7(d) hereof.

               "Trade  Secret" 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 "trade secret(s)" under the common law or statutory
               law of the State of Florida.

               (c)  Protectable  Employer  Interests.  Harper  and  the  Company
               acknowledge and agree as follows:  (i) that Harper's  services on
               behalf of the Company require special expertise and talent in the
               provision of Competitive Services;  (ii) that Harper will be 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  Consulting
               Period,  Harper  will  develop  substantial   relationships  with
               prospective and existing customers of the Company;  and (iv) that
               as a consultant to the Company,  Harper will be the repository of
               a substantial portion of the customer goodwill of the Company.

               (d) Restrictive Covenants.

                    (i)  Restriction  on  Disclosure  and  Use  of  Confidential
                    Information and Trade Secrets. Harper 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  Harper's  own use.
                    Accordingly,   Harper  hereby  agrees  that  he  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 he shall not,  directly or indirectly,  at
                    any time during the Restricted Period use or make use of any
                    Confidential  Information  in  connection  with any business
                    activity  other than  business  of the  Company.  During the
                    Restricted  Period,  Harper 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.  Harper and the
                    Company  acknowledge  and agree  that this  Section 7 is not
                    intended to, and does not, alter either the Company's rights
                    or Harper's obligations under any state or federal statutory
                    or common law  regarding  trade  secrets  and  unfair  trade
                    practices.

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                    (ii)   Nonsolicitation   of  Protected   Employees.   Harper
                    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   Harper's   solicitation   to  Harper's   own  use.
                    Accordingly, Harper hereby agrees that during the Restricted
                    Period, Harper 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.

                    (iii) Restriction on Relationships with Protected Customers.
                    Harper 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   Harper's   solicitation   to  Harper's   own  use.
                    Accordingly,   Harper   hereby   agrees  that,   during  the
                    Restricted  Period,  Harper  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;    provided,   however,   that   the
                    prohibition  of this covenant  shall apply only to Protected
                    Customers  with whom  Harper  had  Material  Contact  on the
                    Company's behalf during the Consulting  Period or during the
                    twelve (12) months immediately preceding the Effective Date.
                    For  purposes  of  this  Agreement,   Harper  had  "Material
                    Contact"  with  a  Protected  Customer  if  (a)  Harper  had
                    business  dealings  with  the  Protected   Customer  on  the
                    Company's behalf; (b) Harper was responsible for supervising
                    or  coordinating  the  dealings  between the Company and the
                    Protected Customer;  or (c) Harper obtained Trade Secrets or
                    Confidential  Information  about the customer as a result of
                    Harper's association with the Company.

                    (iv) Noncompetition with the Company. Harper understands and
                    agrees that he is capable of  obtaining  gainful,  lucrative
                    and   desirable   employment   that  does  not  violate  the
                    restrictions  contained  in this  Agreement.  Harper  hereby
                    agree that, during the Restricted  Period,  Harper 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;  provided,  however,
                    that the provisions of this Agreement shall not be deemed to
                    prohibit the  ownership by Harper 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.

               (e) Exceptions from Disclosure  Restrictions.  Anything herein to
               the contrary notwithstanding,  Harper will not be restricted from
               disclosing  or using  Confidential  Information  that:  (a) is or
               becomes generally  available to the public other than as a result
               of an unauthorized disclosure by Harper or his agent; (b) becomes
               available to Harper in a manner that is not in  contravention  of
               applicable  law from a source  (other  than  the  Company  or its
               affiliated  entities or one of its or their officers,  employees,
               agents or  representatives)  that is not bound by a  confidential
               relationship with the Company or its affiliated  entities or by a
               confidentiality  or other  similar  agreement;  (c) was  known to
               Harper on a  non-confidential  basis and not in  contravention of
               applicable law or a  confidentiality  or other similar  agreement
               before its  disclosure to Harper by the Company or its affiliated
               entities or one of its or their  officers,  employees,  agents or
               representatives; or (d) is required to be disclosed by law, court
               order or other  legal  process;  provided,  however,  that in the
               event  disclosure  is  required by law,  Harper 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 Harper.

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               (f) Reasonableness. The covenants contained in this Section 7 are
               considered  by the  parties  hereto  to be fair,  reasonable  and
               necessary for the protection of the legitimate business interests
               of the Company.

               (g)  Rights  and  Remedies  Upon  Breach.  In  the  event  Harper
               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:

                    (i) the  right  and  remedy  to  enjoin,  preliminarily  and
                    permanently, Harper from violating or threatening to violate
                    the  Restrictive  Covenants  and  to  have  the  Restrictive
                    Covenants  specifically  enforced by any court of  competent
                    jurisdiction,  it being agreed that any breach or threatened
                    breach of the Restrictive  Covenants would cause irreparable
                    injury  to the  Company  and that  money  damages  would not
                    provide an adequate remedy to the Company; and

                    (ii) the right and remedy to require  Harper to account  for
                    and pay over to the  Company  all  compensation  paid to him
                    pursuant  to  Section  (j)  of  this  Agreement  as  special
                    consideration for the Restrictive Covenants; and

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

               (h)  Severability of Covenants.  Harper  acknowledges  and agrees
               that the  Restrictive  Covenants are reasonable and valid in time
               and scope and in all other  respects.  The covenants set forth in
               this Agreement  shall be considered and construed as separate and
               independent  covenants.  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.

               (i)  Reformation.  Harper 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. Harper 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.

               (j)  Consideration  for the  Restrictive  Covenants.  In  special
               consideration   for  Executive   entering  into  the  Restrictive
               Covenants,  the  Company  shall pay to  Executive  the  following
               amounts:

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                    (i) $252,080, payable in a lump sum on the Effective Date;

                    (ii) $275,000,  payable monthly over twenty-four (24) months
                    after the Effective Date; and

                    (iii) $48,000 payable in a lump sum on February 1, 2004.

          8.  Representations  and  Warranties.  Harper  hereby  represents  and
          warrants  to the Company  that (a) he is not a party to, or  otherwise
          subject  to, any  covenant  not to  compete  with any person or entity
          which would interfere with in his consulting duties hereunder, (b) his
          performance  of all the terms of this Agreement and as a consultant to
          the  Company  does not and will not  breach any  agreement  to keep in
          confidence  proprietary  information,  knowledge  or data  acquired by
          Harper in  confidence or in trust prior to his  relationship  with the
          Company,  and (c) his 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 Harper and any
          other person or entity.

          9. Miscellaneous.

               (a)  Assignment  and  Successors.  This  Agreement is personal to
               Harper and without the prior written consent of the Company shall
               not be assignable by Harper otherwise than by will or the laws of
               descent  and  distribution.  This  Agreement  shall  inure to the
               benefit of and be enforceable by Harper's legal  representatives.
               This Agreement  shall inure to the benefit of and be binding upon
               the Company and its successors and assigns.

               (b)  Waiver.  Failure of either  party to insist,  in one or more
               instances,  on performance by the other in strict accordance with
               the terms and conditions of this Agreement  shall not be deemed a
               waiver or  relinquishment  of any right granted in this Agreement
               or of the future  performance of any such term or condition or of
               any other term or condition of this Agreement, unless such waiver
               is contained in a writing signed by the party making the waiver.

               (c)  Severability.  If any  provision  or  covenant,  or any part
               thereof,  of this  Agreement  should  be held by any  court to be
               invalid,  illegal or  unenforceable,  either in whole or in part,
               such invalidity,  illegality or unenforceability shall not affect
               the  validity,   legality  or  enforceability  of  the  remaining
               provisions or covenants,  or any part thereof, of this Agreement,
               all of which shall remain in full force and effect.

               (d) Entire Agreement.  Except as provided herein,  this Agreement
               contains the entire  agreement  among the Company and Harper with
               respect to the  subject  matter  hereof  and,  from and after the
               Effective   Date,   this  Agreement  shall  supersede  any  other
               agreement  between the parties with respect to the subject matter
               hereof, including, without limitation, the Employment Agreement.

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               (e) Choice of Law; Forum Selection. 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'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.

               (f)   Notices.   All   notices,   requests,   demands  and  other
               communications  required  or  permitted  hereunder  shall  be  in
               writing and shall be deemed to have been duly given if  delivered
               personally  or three days after  mailing if mailed,  first class,
               certified mail (return receipt requested), postage prepaid:

                  To the Company:   PSS World Medical, Inc.
                                    4345 Southpoint Boulevard
                                    Jacksonville, Florida 32216
                                            Attention: Chief Executive Officer

                  To Harper:        Douglas J. Harper


     Any party may change the address to which  notices,  requests,  demands and
     other  communications shall be delivered or mailed by giving notice thereof
     to the other party in the same manner provided herein.

               (g) Amendments and  Modifications.  This Agreement may be amended
               or  modified  only by a writing  signed by both  parties  hereto,
               which makes specific reference to this Agreement.

               (h) Construction. Each party and his or its counsel have reviewed
               this  Agreement and have been provided the  opportunity to revise
               this Agreement and  accordingly,  the normal rule of construction
               to the effect that any ambiguities are to be resolved against the
               drafting  party shall not be employed  in the  interpretation  of
               this  Agreement.  Instead,  the  language  of all  parts  of this
               Agreement  shall be  construed as a whole,  and  according to its
               fair meaning, and not strictly for or against either party.

                                        (Signatures on following page)


                                       9
<PAGE>


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

                             PSS WORLD MEDICAL, Inc.


                             By: /s/ David A. Smith
                                 _______________________________
                                 David A. Smith
                                 Title:  President and
                                         Chief Executive Officer



                             HARPER:


                                  /s/ Douglas J. Harper
                                  ________________________

                                  Douglas J. Harper



                                       10
<PAGE>
                                    EXHIBIT A
                           Form of Release of Claims


        This Release ("Release") is granted effective as of the 13th day of
June, 2002, by Douglas J. Harper ("Harper") in favor of PSS World Medical, Inc.
(the "Company"). This is the Release referred to that certain Consulting and
Restrictive Covenants Agreement dated as of ____________, 2002 by and between
the Company and Harper (the "Consulting Agreement"). Harper gives this Release
in consideration of the Company's promises and covenants as recited in the
Consulting Agreement, with respect to which this Release is an integral part.

         1. Release of the Company. Harper, 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
"Released Parties"), 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's fees and costs, or liabilities whatsoever, in law or in equity, which
Harper 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
Harper. 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 Harper 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. ss. 2002(e), et seq. or the Americans With Disabilities Act, 42 U.S.C.
ss. 12101 et seq.; claims for statutory or common law wrongful discharge,
including any claims arising under the Fair Labor Standards Act, 29 U.S.C. ss.
201 et seq.; claims for attorney'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. ss.
1001, et seq.; and provided, however, that nothing herein shall release the
Company of their obligations to Harper under the Consulting Agreement or any
other contractual obligations between the Company or its affiliates and Harper,
or any indemnification obligations to Harper under the Company's bylaws,
articles of incorporation, Florida law or otherwise.
<PAGE>

         2. Release of Claims Under Age Discrimination in Employment Act.
Without limiting the generality of the foregoing, Harper 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 U.S.C. ss. 621, et seq. It is understood
that Harper 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 Harper may revoke this Release within seven (7) calendar days from the date
of execution hereof.

        Harper agrees that he has carefully read this Release and is signing it
voluntarily. Harper acknowledges that he has had twenty one (21) days from
receipt of this Release to review it prior to signing or that, if Harper is
signing this Release prior to the expiration of such 21-day period, Harper is
waiving his right to review the Release for such full 21-day period prior to
signing it. Harper has the right to revoke this Release within seven (7) days
following the date of its execution by him. However, if Harper revokes this
Release within such seven (7) day period, no severance benefit will be payable
to him under the Consulting Agreement and he shall return to the Company any
such payment received prior to that date.

        HARPER HAS CAREFULLY READ THIS RELEASE AND ACKNOWLEDGES THAT IT
CONSTITUTES A GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS AGAINST INTERVU
and its affiliates UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT. HARPER
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
INTERVU and its affiliates FROM ALL SUCH CLAIMS.



                             /s/ Douglas J. Harper
                             ______________________
                             Douglas J. Harper




                             Date:  6/13/02
                                  ___________


                                       2
<PAGE>