You will be given a definition of a task first, then an example. Follow the example to solve a new instance of the task.
In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the order ). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the entrusted party or YICHANGTAI or LEHEYUAN ), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders, the seller shall be in the form of a written notice to entrusted party, entrusted party accept the modified by written consent, the modified orders to be taken effect. 2.4 Seller's note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.

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Source: LOHA CO. LTD., F-1, 12/9/2019

3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau. 6. SHIPPING MARK: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurements and the wordings: KEEP AWAY FROM MOISTURE , HANDLE WITH CARE THIS SIDE UP etc. and the shipping mark on each package with fadeless paint. 7. DATE OF SHIPMENT: According to specific order by YICHANGTAI or LEHEYUAN. 8. PORT OF SHIPMENT:

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Source: LOHA CO. LTD., F-1, 12/9/2019

9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk. 11. PAYMENT: Under Letter of Credit or T/T: Under the Letter of Credit: The Buyer shall open an irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer's agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2. The Letter of Credit shall be valid until 90 days after the latest shipment is effected. Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.

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Source: LOHA CO. LTD., F-1, 12/9/2019

12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed. Partial Shipment is allowed. In case the goods are to be dispatched by parcel post/sea-freight, the Sellers shall, 3 days before the time of delivery, inform the Buyers by cable/letter of the estimated date of delivery, Contract No., commodity, invoiced value, etc. The sellers shall, immediately after dispatch of the goods, advise the Buyers by cable/letter of the Contract No., commodity, invoiced value and date of dispatch for the Buyers. 14. SHIPPING ADVICE: The seller shall within 72 hours after the shipment of the goods, advise the shipping department of buyer by fax or E-mail of Contract No., goods name, quantity, value, number of packages, gross weight, measurements and the estimated arrival time of the goods at the destination. 15. GUARANTEE OF QUALITY: The Sellers guarantee that the commodity hereof is complies in all respects with the quality and specification stipulated in this Contract. 16. CLAIMS: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.

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Source: LOHA CO. LTD., F-1, 12/9/2019

17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 18. LATE DELIVERY AND PENALTY: Should the Sellers fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 17 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay, the seller should refund the money received and pay the 30% of the total goods price of the penalty 19. ARBITRATION: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Committee of the China Beijing Council for the Promotion of International Trade in accordance with its Provisional Rules of Procedures by the said Arbitration Committee. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited.

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Source: LOHA CO. LTD., F-1, 12/9/2019

21. Law application It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from, if any, shall be subject to Chinese version. One copy for the Sellers, two copies for the Buyers. The Contract becomes effective after signed by both parties. THE BUYER: THE SELLER: SIGNATURE: SIGNATURE: 6

Source: LOHA CO. LTD., F-1, 12/9/2019
Question: Highlight the parts (if any) of this contract related to Document Name that should be reviewed by a lawyer. Details: The name of the contract
Solution: SUPPLY CONTRACT
Why? This question is based on the following sentence in the passage "Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong.". This line explicitly contains the name of the contract at the start.

New input: EXHIBIT 4 AFFILIATE AGREEMENT -------------------

Physician Sales & Service, Inc. 4345 Southpoint Boulevard Jacksonville, Florida 32216

Attention: Patrick C. Kelly David A. Smith

Gentlemen:

The undersigned is a shareholder of Gulf South Medical Supply, Inc. (GSMS), a corporation organized and existing under the laws of the State of Delaware, and will become a shareholder of Physician Sales & Service, Inc. (PSS), a corporation organized and existing under the laws of the State of Florida, pursuant to the transactions described in the Agreement and Plan of Merger, dated as of December 14, 1997 (the Agreement), by and among PSS, PSS Merger Corp. (Merger Corp.) and GSMS. Under the terms of the Agreement, Merger Corp. will be merged into and with GSMS (the Merger), and the shares of the $.01 par value common stock of GSMS (GSMS Common Stock) will be converted into and exchanged for shares of the $.01 par value common stock of PSS (PSS Common Stock). This Affiliate Agreement represents an agreement between the undersigned and PSS regarding certain rights and obligations of the undersigned in connection with the shares of PSS to be received by the undersigned as a result of the Merger.

In consideration of the Merger and the mutual covenants contained herein, the undersigned and PSS hereby agree as follows:

1. Affiliate Status. The undersigned understands and agrees that as to ---------------- GSMS he is an affiliate under Rule 145(c) as defined in Rule 405 of the Rules and Regulations of the Securities and Exchange Commission (SEC) under the Securities Act of 1933, as amended (1933 Act), and the undersigned anticipates that he will be such an affiliate at the time of the Merger.

2. Initial Restriction on Disposition. The undersigned agrees that he ---------------------------------- will not sell, transfer, or otherwise dispose of his interests in, or reduce his risk relative to, any of the shares of PSS Common Stock into which his shares of GSMS Common Stock are converted upon consummation of the Merger until such time as PSS notifies the undersigned that the requirements of SEC Accounting Series Release Nos. 130 and 135 (ASR 130 and 135) have been met. The undersigned understands that ASR 130 and 135 relate to publication of financial results of post-Merger combined operations of PSS and GSMS. PSS agrees that it will publish such results as promptly as practicable following the Merger in the sole discretion of PSS, but in any event within 45 days after the end of the first fiscal quarter of PSS containing the required period of post-Merger combined operations and that it will notify the undersigned promptly following such publication.

3. Covenants and Warranties of Undersigned. The undersigned represents, --------------------------------------- warrants and agrees that:

(a) The PSS Common Stock received by the undersigned as a result of the Merger will be taken for his own account and not for others, directly or indirectly, in whole or in part.

(b) PSS has informed the undersigned that any distribution by the undersigned of PSS Common Stock has not been registered under the 1933 Act and that shares of PSS Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (3) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that PSS is under no ------------------------------------------------ obligation to file a registration statement with the SEC covering the --------------------------------------------------------------------- disposition of the undersigned's shares of PSS Common -----------------------------------------------------

Stock or to take any other action necessary to make compliance with an ---------------------------------------------------------------------- exemption from such registration available. ------------------------------------------

(c) During the 30 days immediately preceding the Effective Time of the Merger, the undersigned has not sold, transfered, or otherwise disposed of his interests in, or reduced his risk relative to, any of the shares of GSMS Common Stock beneficially owned by the undersigned as of the record date for determination of shareholders entitled to vote at the Shareholders' Meeting of GSMS held to approve the Merger.

(d) The undersigned is aware that PSS intends to treat the Merger as a tax- free reorganization under Section 368 of the Internal Revenue Code (Code)

for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as PSS for federal income tax purposes. The undersigned acknowledges that Section 1.368-1(b) of the Income Tax Regulations requires continuity of interest in order for the Merger to be treated as tax-free under Section 368 of the Code. This requirement is satisfied if, taking into account those GSMS shareholders who receive cash in exchange for their stock, who receive cash in lieu of fractional shares, or who dissent from the Merger, there is no plan or intention on the part of the GSMS shareholders to sell or otherwise dispose of the PSS Common Stock to be received in the Merger that will reduce such shareholders' ownership to a number of shares having, in the aggregate, a value at the time of the Merger of less than 50% of the total fair market value of the GSMS Common Stock outstanding immediately prior to the Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of his PSS Common Stock to be received in the Merger which would cause the foregoing requirement not to be satisfied.

4. Restrictions on Transfer. The undersigned understands and agrees that ------------------------ stop transfer instructions with respect to the shares of PSS Common Stock received by the undersigned pursuant to the Merger will be given to PSS's transfer agent and that there will be placed on the certificates for such shares, or shares issued in substitution thereof, a legend stating in substance:

The shares represented by this certificate were issued pursuant to a business combination which is accounted for as a pooling of interests and may not be sold, nor may the owner thereof reduce his risks relative thereto in any way, until such time as PSS, Inc. (PSS) has published the financial results covering at least 30 days of combined operations after the effective date of the merger through which the business combination was effected. In addition, the shares represented by this certificate may not be sold, transferred or otherwise disposed of except or unless (1) covered by an effective registration statement under the Securities Act of 1933, as amended, (2) in accordance with (i) Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of PSS) or (ii) Rule 144 (in the --- case of shares issued to an individual who is an affiliate of PSS) of the Rules and Regulations of such Act, or (3) in accordance with a legal opinion satisfactory to counsel for PSS that such sale or transfer is otherwise exempt from the registration requirements of such Act.

Such legend will also be placed on any certificate representing PSS securities issued subsequent to the original issuance of the PSS Common Stock pursuant to the Merger as a result of any transfer of such shares or any stock dividend, stock split, or other recapitalization as long as the PSS Common Stock issued to the undersigned pursuant to the Merger has not been transferred in such manner to justify the removal of the legend therefrom. Upon the request of the undersigned, PSS shall cause the certificates representing the shares of PSS Common Stock issued to the undersigned in connection with the Merger to be reissued free of any legend relating to restrictions on transfer by virtue of ASR 130 and 135 as soon as practicable after the requirements of ASR 130 and 135 have been met. In addition, if the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the PSS Common Stock received by the undersigned pursuant to the Merger, or at the expiration of the restrictive period set forth in Rule 145(d), PSS, upon the request of the undersigned, will cause the certificates representing the shares of PSS Common Stock issued to the undersigned in connection with the Merger to be reissued free of any legend relating to the restrictions set forth in Rules 144 and 145(d) upon receipt by PSS of an opinion of its counsel to the effect that such legend may be removed.

- 2 -

5. Understanding of Restrictions on Dispositions. The undersigned has --------------------------------------------- carefully read the Agreement and this Affiliate Agreement and discussed their requirements and impact upon his ability to sell, transfer, or otherwise dispose of the shares of PSS Common Stock received by the undersigned, to the extent he believes necessary, with his counsel or counsel for GSMS.

6. Filing of Reports by PSS. PSS agrees, for a period of three years ------------------------ after the effective date of the Merger, to file on a timely basis all reports required to be filed by it pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, so that the public information provisions of Rule 145(d) promulgated by the SEC as the same are presently in effect will be available to the undersigned in the event the undersigned desires to transfer any shares of PSS Common Stock issued to the undersigned pursuant to the Merger.

7. Transfer Under Rule 145(d). If the undersigned desires to sell or -------------------------- otherwise transfer the shares of PSS Common Stock received by him in connection with the Merger at any time during the restrictive period set forth in Rule 145(d), the undersigned will provide the necessary representation letter to the transfer agent for PSS Common Stock together with such additional information as the transfer agent may reasonably request. If PSS's counsel concludes that such proposed sale or transfer complies with the requirements of Rule 145(d), PSS shall cause such counsel to provide such opinions as may be necessary to PSS's Transfer Agent so that the undersigned may complete the proposed sale or transfer.

8. Acknowledgments. The undersigned recognizes and agrees that the --------------- foregoing provisions also apply to all shares of the capital stock of GSMS and PSS that are deemed to be beneficially owned by the undersigned pursuant to applicable federal securities laws, which the undersigned agrees may include,

without limitation, shares owned or held in the name of (i) the undersigned's spouse, (ii) any relative of the undersigned or of the undersigned's spouse who has the same home as the undersigned, (iii) any trust or estate in which the undersigned, the undersigned's spouse, and any such relative collectively own at least a 10% beneficial interest or of which any of the foregoing serves as trustee, executor, or in any similar capacity, and (iv) any corporation or other organization in which the undersigned, the undersigned's spouse and any such relative collectively own at least 10% of any class of equity securities or of the equity interest. The undersigned further recognizes that, in the event that the undersigned is a director or officer of PSS or becomes a director or officer of PSS upon consummation of the Merger, among other things, any sale of PSS Common Stock by the undersigned within a period of less than six months following the effective time of the Merger may subject the undersigned to liability pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended.

9. Miscellaneous. This Affiliate Agreement is the complete agreement ------------- between PSS and the undersigned concerning the subject matter hereof. Any notice required to be sent to any party hereunder shall be sent by registered or certified mail, return receipt requested, using the addresses set forth herein or such other address as shall be furnished in writing by the parties. This Affiliate Agreement shall be governed by the laws of the State of Delaware.

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This Affiliate Agreement is executed as of the 14th day of December, 1997.

Very truly yours,

/s/ William W. McInnes ___________________________ Signature

William W. McInnes ___________________________ Print Name 116 30th Avenue S ____________________________ Nashville, TN 37212 ____________________________ Address

[add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]

___________________________ Name:

___________________________ Name:

___________________________ Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

/s/ David A. Smith BY:_________________________

-4-

This Affiliate Agreement is executed as of the 14th day of December, 1997.

Very truly yours,

/s/ Edward Shulman ___________________________ Signature

Edward Shulman ___________________________ Print Name 5909 Dalecross CT ____________________________ Glen Allen, VA 23060 ____________________________ Address

[add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]

___________________________ Name:

___________________________ Name:

___________________________ Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

/s/ David A. Smith BY:_________________________

-4-

This Affiliate Agreement is executed as of the 14th day of December, 1997.

Very truly yours,

/s/ Donna C.E. Williamson ___________________________ Signature

Donna C.E. Williamson ___________________________ Print Name ____________________________ ____________________________ Address

[add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]

___________________________ Name:

___________________________ Name:

___________________________ Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

/s/ David A. Smith BY:_________________________

- 4 -

This Affiliate Agreement is executed as of the 14th day of December, 1997.

Very truly yours,

/s/ David L. Bogetz ___________________________ Signature

David L. Bogetz ___________________________ Print Name ____________________________ ____________________________ Address

[add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]

___________________________ Name:

___________________________ Name:

___________________________ Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

/s/ David A. Smith BY:_________________________

-4-

This Affiliate Agreement is executed as of the 14th day of December, 1997.

Very truly yours,

/s/ Melvin L. Hecktman ___________________________ Signature

Melvin L. Hecktman ___________________________ Print Name 530 Waters Edge Ct ____________________________ Northbrook, IL 60062 ____________________________ Address

[add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]

___________________________ Name:

___________________________ Name:

___________________________ Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

/s/ David A. Smith BY:_________________________

-4-

This Affiliate Agreement is executed as of the 14th day of December, 1997.

Very truly yours,

/s/ Thomas G. Hixon ___________________________ Signature

Thomas G. Hixon ___________________________ Print Name 165 Butler Drive ____________________________ Ridgeland, MS 39154 ____________________________ Address

[add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]

___________________________ Name:

___________________________

Name:

___________________________ Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

/s/ David A. Smith BY:_________________________

-4-

This Affiliate Agreement is executed as of the 14th day of December, 1997.

Very truly yours,

/s/ Steve Richardson ___________________________ Signature

Steve Richardson ___________________________ Print Name 194 Sunsan Road ____________________________ Madison, MS 39116 ____________________________ Address

[add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]

___________________________ Name:

___________________________ Name:

___________________________ Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

/s/ David A. Smith BY:_________________________

-4-

This Affiliate Agreement is executed as of the 14th day of December, 1997.

Very truly yours,

/s/ Guy W. Edwards ___________________________ Signature

Guy W. Edwards ___________________________ Print Name 567 Arbor Drive ____________________________ Madison, MS 39110 ____________________________ Address

[add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]

___________________________ Name:

___________________________ Name:

___________________________ Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

/s/ David A. Smith BY:_________________________

-4-

This Affiliate Agreement is executed as of the 14th day of December, 1997.

Very truly yours,

/s/ Stanton Keith Pritchard ___________________________ Signature

Stanton Keith Pritchard ___________________________ Print Name #3 Abbey Nord ____________________________ Jackson, MS 39216 ____________________________ Address

[add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]

___________________________ Name:

___________________________ Name:

___________________________ Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

/s/ David A. Smith BY:_________________________

-4-

This Affiliate Agreement is executed as of the 14th day of December, 1997.

Very truly yours,

/s/ Louie Vaughan ___________________________ Signature

Louie Vaughan ___________________________ Print Name 318 Woodrun Drive ____________________________ Ridgeland, MS 39157 ____________________________ Address

[add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]

___________________________ Name:

___________________________ Name:

___________________________ Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

/s/ David A. Smith BY:_________________________

-4-
Question: Highlight the parts (if any) of this contract related to Governing Law that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?
Solution:
This Affiliate Agreement shall be governed by the laws of the State of Delaware.