Exhibit 10.27

                                       The Merrill Lvnch Non-Qualified Deferred
                                             Compensation Plan Trust Agreement

TRUST UNDER:      MAXXIM MEDICAL, INC.
                           DEFERRED COMPENSATION PLAN

This  Agreement made this Ist day of July,  1998 by and between Maxxim  Medical,
Inc. (Company) and Merrill Lynch Trust Company, a Florida corporation (Trustee);

WHEREAS,  Company has adopted the non-qualified  deferred  compensation  Plan(s)
identified above and such other plan(s) as are listed in Appendix A.

WHEREAS,  Company has incurred or expects to incur  liability under the terms of
such Plan(s) with respect to the individuals participating in such Plan(s).

WHEREAS,  Company wishes to establish a trust (the "Trust") and to contribute to
the Trust assets that shall be held therein,  subject to the claims of Company's
Insolvency,  as  herein  defined,  until  paid to Plan  participants  and  their
beneficiaries in such manner and at such times as specified in the Plan(s);

WHEREAS,  it is the intention of the parties that this Trust shall constitute an
unfunded  arrangement  and shall not  affect  the  status of the  Plan(s)  as an
unfunded plan maintained for the purpose of providing deferred  compensation for
a select group of  management  or highly  compensated  employees  for purpose of
Title I of the Employee Retirement Income Security Act of 1974.

WHEREAS,  it is the intention of Company to make  contributions  to the Trust to
provide  itself  with a source  of  funds to  assist  it in the  meeting  of its
liabilities under the Plan(s);

NOW,  THEREFORE,  the parties do hereby  establish  the Trust and agree that the
Trust shall be comprised, held and disposed of as follows:

        Section 1. Establishment of Trust

(a)Company  hereby  deposits  with Trustee in trust such cash and/or  marketable
securities,  if any,  listed in Appendix B, which shall become the  principal of
the Trust to be held,  administered  and  disposed  of by Trustee as provided in
this Trust Agreement.

      (b)    The Trust hereby established shall be irrevocable.

(c) The Trust is  intended  to be a.  grantor  trust,  of which  Company  is the
grantor,  within the  meaning of subpart  E, Part 1,  subchapter  J,  chapter 1,
subtitle  A of the  Internal  Revenue  Code of 1986,  as  amended,  and shall be
construed accordingly.

(d)The principal of the Trust, and any earnings thereon,  shall be held separate
and apart from other funds of Company and shall be used exclusively for the uses
and  purposes of Plan  participants  and general  creditors as herein set forth.
Plan participants and their  beneficiaries  shall have no preferred claim on, or
any  beneficial  ownership  interest  in, any  assets of the  Trust.  Any rights
created  under the  Plan(s)  and this Trust  Agreement  shall be mere  unsecured
contractual rights of Plan participants and their beneficiaries against Company.
Any assets held by the Trust will be subject to the claims of Companv's  general
creditors under federal and state law in the event of Insolvency,  as defined in
Section 3(a) herein.

(e) Company, in its sole discretion, may at any time, or from time to time, make
additional  deposits of cash or other  property in trust with Trustee to augment
the principal to be held, administered and disposed of by Trustee as provided in
this Trust  Agreement.  Neither Trustee nor any Plan  participant or beneficiary
shall have any night to compel such additional deposits.

(f) Trustee shall not be obligated to receive such cash and/or  property  unless
prior thereto Trustee has agreed that such cash and/or property is acceptable to
Trustee and Trustee has received such reconciliation,  allocation, investment or
other information concerning, or representation with respect to, the cash and/or
property as Trustee may require.  Trustee shall have no duty or authority to (a)
require any  deposits  to be made under the Plan or to Trustee,  (b) compute any
amount to be  deposited  under the Plan to  Trustee,  or (c)  determine  whether
amounts  received by Trustee  comply with the Plan.  Assets of the Trust may, in
Trustee's discretion, be held in an account with an affiliate of Trustee.

         Section 2. Payments to Plan Participants and Their Beneficiaries

(a) With respect to each Plan  participant,  Company  shall deliver to Trustee a
schedule  (the "Payment  Schedule")  that  indicates the amounts  payable in the
respect  of the  participant  (and his or her  beneficiaries),  that  provides a
formula or other instructions  acceptable to Trustee for determining the amounts
so  payable,  the form in which such  amount is to be paid (as  provided  for or
available under the Plan(s)),  and the time of commencement  for payment of such
amounts.  The Payment  Schedule shall be delivered to Trustee not more than (30)
business days nor fewer than (15) business days prior to the first date on which
a  payment  is to be made to the  Plan  participant.  Any  change  to a  Payment
Schedule  shall be  delivered  to Trustee not more than (30) days nor fewer than
(15)  days  prior  to the  date on  which  the  first  payment  is to be made in
accordance  with the changed  Payment  Schedule.  Except as  otherwise  provided
herein, Trustee shall make payments to Plan participants and their beneficiaries
in accordance with such Payment Schedule.  The Trustee shall make provisions for
the reporting and  withholding of any federal,  state or local taxes that may be
required to be withheld with respect to the payment of benefits  pursuant to the
terms of the Plan(s) and shall pay amounts  withheld to the  appropriate  taxing
authorities or determine that such amounts have been reported, withheld and paid
by Company,  it being understood among the parties hereto that (1) Company shall
on a timely basis provide Trustee specific information as to the amount of taxes
to be withheld and (2) Company shall be obligated to receive such withheld taxes
from Trustee and properly pay and report such amounts to the appropriate  taxing
authorities.   (b)  The  entitlement  of  a  Plan  participant  or  his  or  her
beneficiaries  to benefits  under the Plan(s)  shall be determined by Company or
such  party as it shall  designate  under  the  Plan(s),  and any claim for such
benefits  shall be considered  and reviewed  under the procedures set out in the
Plan(s).

(c) Company may make payment of benefits  directly to Plan participants or their
beneficiaries  as they become due under the terms of the Plan(s).  Company shall
notify Trustee of its decision to make payment of benefits directly prior to the
time amounts are payable to participants or their beneficiaries. In addition, if
the principal of the Trust, and any earnings thereon. are not sufficient to make
payments of benefits in accordance with the terms of the Plan(s),  Company shall
make the balance of each payment as it falls due.  Trustee shall notify  Company
where principal and earnings are not sufficient.

(d)  Trustee  shall have no  responsibility  to  determine  whether the Trust is
sufficient to meet the  liabilities  under the Plan(s),  and shall not be liable
for  payments  or  Plan(s)  liabilities  in excess  of the value of the  Trust's
assets.

Section 3. Trustee  Responsibility  Regarding Payments to Trust Beneficiary When
Company Is Insolvent.
    
(a) Trustee  shall cease  payment of  benefits  to Plan  participants  and their
beneficiaries  if  the  Company  is  Insolvent.   Company  shall  be  considered
"Insolvent" for purposes of this Trust Agreement if (i) Company is unable to pay
its debts as they become due, or (ii) Company is subject to a pending proceeding
as a debtor under the United States Bankruptcy Code.
     
(b) At all times during the  continuance  of this Trust,  as provided in Section
l(d) hereof, the principal and income of the Trust shall be subject to claims of
general creditors of Company under federal and state law as set forth below.

(1) The Board of Directors  and the Chief  Executive  Officer of Company (or, if
there is no Chief Executive Officer, the highest ranking officer) shall have the
duty to inform Trustee in writing of Company's Insolvency.  If a person claiming
to be a creditor  of Company  alleges in  writing to Trustee  that  Company  has
become  Insolvent,  Trustee shall  determine  whether  Company is Insolvent and,
pending such  determination,  Trustee shall  discontinue  payment of benefits to
Plan participants or their beneficiaries.
       
(2) Unless Trustee has actual knowledge of Company's Insolvency, or has received
notice from Company or a person claiming to be a creditor  alleging that Company
is  Insolvent,  Trustee  shall  have no  duty  to  inquire  whether  Company  is
Insolvent.  Trustee may in all events rely on such evidence concerning Company's
solvency  as may be  furnished  to  Trustee  and that  provides  Trustee  with a
reasonable basis for making a determination concerning Company's solvency.
       
(3) If at any time Trustee has  determined  that Company is  Insolvent,  Trustee
shall discontinue payments to Plan participants or their beneficiaries and shall
hold the assets of the Trust for the  benefit of  Company's  general  creditors.
Nothing in this Trust  Agreement  shall in any way  diminish  any rights of Plan
participants or their  beneficiaries to pursue their rights as general creditors
of Company with respect to benefits due under the Plan(s) or otherwise.
       
(4) Trustee shall resume the payment of benefits to Plan  participants  or their
beneficiaries  in accordance  with Section 2 of this Trust  Agreement only after
Trustee  has  determined  that  Company  is  not  Insolvent  (or  is  no  longer
Insolvent).
   
(c) Provided  that there are  sufficient  assets,  if Trustee  discontinues  the
payment  of  benefits  from the  Trust  pursuant  to  Section  3(b)  hereof  and
subsequently   resumes  such   payments,   the  first  payment   following  such
discontinuance  shall include the  aggregate  amount of all payments due to Plan
participants  or their  beneficiaries  under  the terms of the  Plan(s)  for the
period of such discontinuance, less the aggregate amount of any payments made to
Plan   participants   provided   for   hereunder   during  any  such  period  of
discontinuance; provided that Company has given Trustee information with respect
to such payments made during the period of discontinuance prior to resumption of
payments by the Trustee.

         Section 4. Payments to Company.

Except as  provided  in  Section 3 hereof,  since the Trust is  irrevocable,  in
accordance  with Section l(b)  hereof,  Company  shall have no right or power to
direct  Trustee  to return to  Company  or to divert to others  any of the Trust
assets  before all payment of benefits have been made to Plan  participants  and
their beneficiaries pursuant to the terms of the Plan(s).
        
 Section 5. Investment Authority.

(a)  Trustee  may  invest in  securities  (including  stock or rights to acquire
stock) or obligations  issued by Company.  All rights  associated with assets of
the Trust shall be exercised by Trustee or the person designated by Trustee, and
shall in no event be  exercised by or rest with Plan  participants,  except that
voting rights with respect to Trust assets will be exercised by Company,  unless
an  investment  adviser has been  appointed  pursuant to Section 5(c) and voting
authority has been delegated to such investment adviser.
        
(b) Company  shall have the right at anytime,  and from time to time in its sole
discretion,  to substitute  assets of equal fair market value for any asset held
by the Trust.  This right is  exercised  by Company in a  nonfiduciary  capacity
without the approval or consent of any person in a fiduciary capacity.
      
(c) Trustee may appoint one or more  investment  advisers who are  registered as
investment  advisers  under  the  Investment  Advisers  Act of 1940,  who may be
affiliates  of  Trustee,  to provide  investment  advice on a  discretionary  or
non-discretionary basis with respect to all or a specified portion of the assets
of the Trust.
       
  (d) Trustee, or the Trustee's designee, is authorized and empowered:

(1) To invest and reinvest Trust assets,  together with the income therefrom, in
common stock, preferred stock,  convertible preferred stock, bonds,  debentures,
convertible debentures and bonds,  mortgages,  notes, commercial paper and other
evidences of  indebtedness  (including  those issued by the Trustee),  shares of
mutual funds (which funds may be  sponsored,  managed or offered by an affiliate
of the Trustee),  guaranteed  investment  contracts,  bank investment contracts,
other  securities,  policies  of life  insurance,  annuity  contracts,  options,
options to buy or sell securities or other assets, and all other property of any
type (personal, real or mixed, and tangible or intangible);
         
(2) To  deposit  or invest all or any part of the assets of the Trust in savings
accounts or  certificates  of deposit or other  deposits in a bank or saving and
loan association or other depository  institution,  including the Trustee or any
of its  affiliates,  provided  with respect to such  deposits with Trustee or an
affiliate the deposits bear a reasonable interest rate;
     
(3) To hold, manage, improve, repair and control all property, real or personal,
forming part of the Trust; to sell, convey, transfer, exchange, partition, lease
for any term,  even extending  beyond the duration of this Trust,  and otherwise
dispose of the same from time to time;
         
(4) To hold in cash,  without liability for interest,  such portion of the Trust
as is pending  investments,  or  payment of  expenses,  or the  distribution  of
benefits;
       
(5) To take such  actions as may be  necessary or desirable to protect the Trust
from  loss due to the  default  on  mortgages  held in the Trust  including  the
appointment  of agents  or  trustees  in such  other  jurisdictions  as may seem
desirable,  to transfer  property to such agents or  trustees,  to grant to such
agents such powers as are necessary or desirable to protect the Trust, to direct
such agent or trustee,  or to delegate such power to direct,  and to remove such
agent or trustee;
       
(6) To  settle,  compromise  or abandon  all  claims and  demands in favor of or
against the Trust;
       
(7) To  exercise  all of the further  rights,  powers,  options  and  privileges
granted,  provided  for, or vested in trustees  generally  under the laws of the
state in which the  Trustee  is  incorporated  as set forth  above,  so that the
powers  Conferred  upon the Trustee  herein  shall not be in  limitation  of any
authority conferred by law, but shall be in addition thereto;

(8) To borrow money from any source and to execute  promissory notes,  mortgages
or other obligations and to pledge or mortgage any trust assets as security; and
             
(9) To  maintain  accounts  at,  execute  transactions  through,  and lend on an
adequately secured basis stocks,  bonds or other securities to, any brokerage or
other firm, including any fin-n which is an affiliate of Trustee.
       
  Section 6. Additional Powers of Trustee.

To the extent  necessary or which it deems  appropriate  to implement its powers
under  Section 5 or otherwise to fulfill any of its duties and  responsibilities
as Trustee of the Trust, the Trustee shall have the following  additional powers
and authority:
        
(a) to register securities, or any other property, in its name or in the name of
any nominee,  including the name of any affiliate or the nominee name designated
by any affiliate,  with or without  indication of the capacity in which property
shall  be  held,  or to hold  securities  in  bearer  form  and to  deposit  any
securities or other property in an depository or clearing corporation;
        
(b) to  designate  and  engage  the  services  of,  and to  delegate  powers and
responsibilities  to,  such  agents,  representatives,   advisers,  counsel  and
accountants as the Trustee considers  necessary or appropriate,  any of whom may
be an  affiliate  of the  Trustee or a person who  renders  services  to such an
affiliate,  and, as a part of its expenses  under this Trust  Agreement,  to pay
their reasonable expenses and compensation;
       
(c) to make,  execute  and  deliver,  as  Trustee,  any and all  deeds,  leases,
mortgages,  conveyances,  waivers,  releases  or other  instruments  in  writing
necessary or appropriate for the  accomplishment  of any of the powers listed in
this Trust Agreement; and

(d) generally to do all other acts which Trustee deems  necessary or appropriate
for the protection of the Trust.

         Section 7. Disposition of Income.

(a) During the term of this  Trust,  all income  received  by the Trust,  net of
expenses and taxes shall be accumulated and reinvested.
         Section 8. Accounting by Trustee.

(a)  Trustee  shall keep  accurate  and  detailed  records  of all  investments,
receipts,  disbursements,  and  all  other  transactions  required  to be  made,
including  such  specific  records as shall be agreed  upon in  writing  between
Company and Trustee.  Within 90 davs  following  the close of each calendar year
and within 90 days after  removal  or  resignation  of  Trustee,  Trustee  shall
deliver to company a written account of its  administration  of the Trust during
such year or during the period from the close of the last  preceding year to the
date of such removal or resignation,  setting forth all  investments,  receipts,
disbursements and other transactions  effected by it, including a description of
all securities and investments  purchased and sold with the cost or net proceeds
of such  purchases or sales  (accrued  interest paid or  receivable  being shown
separately),  and showing all cash,  securities  and other  property held in the
Trust at the end of such year or as of the date of such removal or  resignation,
as the case may be. Trustee may satisfy its  obligation  under this Section 8 by
rendering to Company monthly statements  setting forth the information  required
by this Section separately for the month covered by the statement.
        
 Section 9. Responsibilitv and Indemnity of Trustee.

(a) Trustee shall act with the care,  skill,  prudence and  diligence  under the
circumstances  then prevailing that a prudent person acting in like capacity and
familiar  with such matters  would use in the conduct of an enterprise of a like
character  and with like aims,  provided,  however,  that Trustee shall incur no
liability to any person for any action taken pursuant to a direction, request or
approval given by Company which is contemplated  by, and in conformity with, the
terms of the Plan(s) and this Trust and is given in writing by Company.  Trustee
shall  also  incur no  liability  to any  person  for any  failure to act in the
absence of direction, request or approval from the Company which is contemplated
by, and in conformity  with, the terms of this Trust.  In the event of a dispute
between  Company  and a  party,  Trustee  may  apply  to a  court  of  competent
jurisdiction to resolve the dispute.
        
(b) Company hereby indemnifies Trustee and each of its affiliates (collectively,
the "Indemnified  Parties") against,  and shall hold them harmless from, any and
all loss, claims, liability, and expense,  including reasonable attorneys' fees,
imposed upon or incurred by any Indemnified Party as a result of any acts taken,
or any failure to act, in accordance with the directions from the Company or any
designee of the  Company,  or by reason of the  Indemnified  Party's  good faith
execution  of its duties with respect to the Trust,  including,  but not limited
to,  its  holding  of assets of the  Trust,  the  Company's  obligations  in the
foregoing regard to be satisfied  promptly by the Company,  provided that in the
event the loss,  claim,  liability  or expense  involved is  determined  by a no
longer  appealable  final  judgment  entered in a lawsuit or  proceeding to have
resulted from the gross negligence or willful misconduct of the Trustee, Trustee
shall promptly on request thereafter return to the Company any amount previously
received by the Trustee  under this Section  with  respect to such loss,  claim,
liability  or  expense.  If  Company  does  not pay  such  costs,  expenses  and
liabilities in a reasonably  timely manner,  Trustee may obtain payment from the
Trust without direction from Company.

 (c) Trustee may consult with legal counsel
(who may also be counsel for Company generally) with respect to
any of its duties or obligations hereunder.

(d)  Trustee  may hire  agents,  accountants,  actuaries,  investment  advisers,
financial  consultants or other  professionals to assist it in performing any of
its duties or obligations hereunder.
        
(e) Trustee shall have,  without  exclusion,  all powers conferred on Trustee by
applicable law, unless expressly provided otherwise herein,  provided,  however,
that if an insurance policy is held as an asset of the Trust, Trustee shall have
no power to name a beneficiary of the policy other than the Trust, to assign the
policy (as distinct  from  conversion  of the policy to a different  form) other
than to a  successor  Trustee,  or to loan to any  person  the  proceeds  of any
borrowing against such policy.
         
(f) However,  notwithstanding the provisions of Section 9(e) above,  Trustee may
loan to Company the proceeds of any borrowing  against an insurance  policy held
as an asset of the Trust.
        
(g) Notwithstanding any powers to Trustee pursuant to this Trust Agreement or to
applicable law,  Trustee shall not have any power that could give this Trust the
objective of carrying on a business and dividing the gains therefrom, within the
meaning of Section  301.7701-2 of the Procedure and  Administrative  Regulations
promulgated pursuant to the Internal Revenue Code.
      
  Section 10.  Compensation and Expenses of Trustee.

Trustee is authorized,  unless otherwise agreed by Trustee, to withdraw from the
Trust without  direction from Company the amount of its fees in accordance  with
the fee  schedule  agreed to by the Company and Trustee.  Company  shall pay all
administrative expenses, but if not so paid, the expenses shall be paid from the
Trust.
         
Section II.  Resignation and Removal of Trustee.

(a) Trustee may resign at any time by written notice to Company,  which shall be
effective 60 days after receipt of such notice unless  Company and Trustee agree
otherwise.
       
(b) Trustee may be removed by Company on 60 days notice or upon  shorter  notice
accepted by Trustee.
         
(c) Upon  resignation  or removal  of Trustee  and  appointment  of a  successor
Trustee,  all assets shall subsequently be transferred to the successor Trustee.
The  transfer  shall be  completed  within 60 days  after  receipt  of notice of
resignation,  removal  or  transfer,  unless  Company  extends  the time  limit,
provided that Trustee is provided  assurance by Company  satisfactory to Trustee
that all fees and expenses reasonably anticipated will be paid.
       
(d) If  Trustee  resigns or is  removed,  a  successor  shall be  appointed,  in
accordance  with Section 12 hereof,  by the  effective  date or  resignation  or
removal under  paragraph(s)  (a) or (b) of this section.  If no such appointment
has been  made,  Trustee  may  apply to a court of  competent  jurisdiction  for
appointment  of a  successor  or for  instructions.  All  expenses of Trustee in
connection with the proceeding  shall be allowed as  administrative  expenses of
the Trust.


(e) Upon  settlement  of the  account and  transfer  of the Trust  assets to the
successor  Trustee,  all rights and privileges  under this Trust Agreement shall
vest in the successor  Trustee and all  responsibility  and liability of Trustee
with respect to the Trust and assets thereof shall terminate subject only to the
requirement  that Trustee execute all necessary  documents to transfer the Trust
assets to the successor Trustee.
         
Section 12.  Appointment of Successor.

(a) If Trustee  resigns or is removed in  accordance  with Section I l(a) or (b)
hereof,  Company may appoint any third party, such as a bank trust department or
other party that may be granted  corporate  trustee powers under state law, as a
successor to replace Trustee upon resignation or removal.  The appointment shall
be effective when accepted in writing by the new Trustee,  who shall have all of
the rights and powers of the former Trustee,  including  ownership rights in the
Trust  assets.  The former  Trustee shall  execute any  instrument  necessary or
reasonably  requested  by  Company or the  successor  Trustee  to  evidence  the
transfer.
       
(b) The  successor  Trustee  need not  examine  the records and act of any prior
Trustee and may retain or dispose of existing Trust assets,  subject to Sections
7 and 8 hereof.  The successor  Trustee shall not be responsible for and Company
shall  indemnify  and defend the  successor  Trustee from any claim or liability
resulting  from any action or  inaction  of any prior  Trustee or from any other
past event, or any condition existing at the time it becomes successor Trustee.

         Section 13.  Amendment or Termination.

(a) This Trust  Agreement  may be amended by a written  instrument  executed  by
Trustee and Company.  Notwithstanding  the foregoing,  no such  amendment  shall
conflict with the terms of the Plan(s) or shall make the Trust revocable,  since
the Trust is irrevocable in accordance with Section l(b) hereof
         
(b) The Trust shall not terminate until the date on which Plan  participants and
their  beneficiaries are no longer entitled to benefits pursuant to the terms of
the Plan(s).  Upon  termination  of the Trust any assets  remaining in the Trust
shall be returned to Company.
         
(c) Upon written approval to participants or  beneficiaries  entitled to payment
of benefits  pursuant to the terms of the Plan(s),  Company may  terminate  this
Trust prior to the time all benefit  payments  under the Plan(s) have been made.
All assets in the Trust at termination shall be returned to Company.
      
   Section 14.  Miscellaneous.

(a) Any provision of this Trust Agreement prohibited by law shall be ineffective
to the  extent  of any such  prohibition,  without  invalidating  the  remaining
provisions hereof.
(b) Benefits  payable to Plan  participants and their  beneficiaries  under this
Trust Agreement may not be anticipated,  assigned  (either at law or in equity),
alienated,  pledged, encumbered or subjected to attachment,  garnishment,  levy,
execution or other legal or equitable process.
        
(c) This Trust  Agreement  shall be governed by and construed in accordance with
the laws of the state in which Trustee is incorporated as set forth above.
      
(d) The  provisions of Sections  2(d),  3(b)(3),  9(b) and 15 of this  Agreement
shall survive termination of this Agreement.

(e) The rights,  duties,  responsibilities,  obligations  and liabilities of the
Trustee  are as set  forth in this  Trust  Agreement,  and no  provision  of the
Plan(s) or any other  documents  shall  affect  such  rights,  responsibilities,
obligations and liabilities..  If there is a conflict between  provisions of the
Plan(s)  and this Trust  Agreement  with  respect to any subject  involving  the
Trustee, including but not limited to the responsibility, authority or powers of
the Trustee, the provisions of this Trust Agreement shall be controlling.
      
(f) For purposes of this Trust,  Change of Control  shall mean:  The purchase or
other acquisition by any person, entity or group of persons,  within the meaning
of section 13(d) or 14(d) of the Securities Exchange Act of 1934 ("Act"), or any
comparable successor provisions,  of beneficial ownership (within the meaning of
Rule  13d-3  promulgated  under the Act) of 30  percent  or more of  either  the
outstanding  shares of common  stock or the  combined  voting power of Company's
then outstanding voting securities  entitled to vote generally,  or the approval
by the stockholders of Company of a reorganization, merger, or consolidation, in
each  case,  with  respect to which  persons  who were  stockholders  of Company
immediately  prior  to  such  reorganization,  mer-er  or  consolidation  do not
immediately  thereafter,  own more than 50 percent of the combined  voting power
entitled to vote  Generally in the  election of  directors  of the  reorganized,
merged or consolidated Company's then outstanding  securities,  or a liquidation
or  dissolution  of  Company  or of the  sale  of all  or  substantially  all of
Company's assets.
Company  agrees that all  controversies  which may arise between the Company and
either or both the Trustee and its affiliate Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("MLPF&S") in connection with the Trust,  including,  but not
limited to, those involving any transactions, or the construction,  performance,
or breach of this or any other agreement  between Company and either or both the
Trustee and MLPF&S,  whether  entered into prior,  on, or subsequent to the date
hereof, shall be determined by arbitration. Any arbitration under this Agreement
shall be conducted only before the New York Stock  Exchange,  Inc., the American
Stock Exchange,  Inc., or arbitration facility provided by any other exchange of
which MLPF&S is a member, the National Association of Securities Dealers,  Inc.,
or the  Municipal  Securities  Rulemaking  Board,  and in  accordance  with  its
arbitration rules then in force. Company may elect in the first instance whether
arbitration  shall be conducted  before the New York Stock  Exchange,  Inc., the
American Stock Exchange,  Inc., other exchange of which MLPF&S is a member,  the
National  Association of Securities Dealers,  Inc., or the Municipal  Securities
Rulemaking Board, but if the Company fails to make such election,  by registered
letter or telegram  addressed to Merrill Lynch Trust Company,  Employee  Benefit
Trust Operations,  P.O. Box 30532, New Brunswick, New Jersey 08989-0532,  before
the  expiration  of five days after  receipt of a written  request  from  MLPF&S
and/or the Trustee to make such election then MLPF&S and/or the Trustee may make
such  election.  Judgment  upon the award of  arbitrators  may be entered in any
court, state or federal, having jurisdiction.  No person shall bring putative or
certified  class  action to  arbitration,  nor seek to enforce  any  pre-dispute
arbitration  agreement  against any person who has initiated in court a putative
class  action;  who is a member of  putative  class who has not opted out of the
class with respect to any claims encompassed by the putative class action until:
(i) the class certification is denied;  (ii) the class is decertified;  or (iii)
the  customer  is  excluded  from the class bv the court.  Such  forbearance  to
enforce an agreement to  arbitrate  shall not  constitute a waiver of any rights
under this agreement except to the extent stated herein.
         
Section 16.  Effective Date.

         The effective date of this Trust Agreement shall be July 1, 1998.

IN WITNESS  WHEREOF,  the  Company  and the  Trustee  have  executed  this Trust
Agreement each by action of a duly authorized person.

By signing this Agreement,  the undersigned  Company  acknowledges  (1) that, in
accordance with Section 15 of this Agreement, the Company is agreeing in advance
to arbitrate any  controversies  which may arise with either or both the Trustee
or MLPF&S and (2) receipt of a copy of this Agreement.


         MAXXIM MEDICAL, INC.
         (Company)


         By:/s/ Alan S. Blazei
         (Signature)

         Name/Title


          By:/s/ Kurt A. Bremer
          Vice President
         MERRILL LYNCH TRUST COMPANY, a Florida
         corporation
         (Trustee)