EXHIBIT 10.18




                                JOINDER AGREEMENT


     JOINDER  AGREEMENT dated as of December 28, 2000,  among PSS WORLD MEDICAL,
INC., a Florida  corporation  (the  "Borrower"),  each Domestic  Subsidiary of a
credit party listed on the signature page hereto (each, a "New Subsidiary",  and
collectively,  the "New Subsidiaries") and BANK OF AMERICA, N.A. (formerly known
as NationsBank, N.A.), as Agent (in such capacity, the "Agent"), for the Lenders
(as defined herein).

     Reference is made to (a) the Amended and Restated Credit Agreement dated as
of December 28, 2000 (as amended,  modified,  restated or supplemented from time
to time, the "Credit Agreement"), among the Borrower, the financial institutions
party thereto as lenders (the "Lenders") and BANK OF AMERICA, N.A., as Agent and
Issuing Lender,  (b) the Pledge and Security  Agreement dated as of February 11,
1999 (as amended,  modified,  supplemented  or restated  from time to time,  the
"Pledge  Agreement"),  among the Borrower,  the other Grantors named therein and
the Agent,  (c) the  Subsidiaries  Guarantee  Agreement dated as of February 11,
1999 (as amended,  modified,  supplemented  or restated  from time to time,  the
"Subsidiaries  Guarantee  Agreement"),  among the  Subsidiary  Guarantors  named
therein  and the  Agent  and (d) the  Indemnity,  Subrogation  and  Contribution
Agreement dated as of February 11, 1999 (as amended,  modified,  supplemented or
restated  from  time to  time,  the  "Indemnity,  Subrogation  and  Contribution
Agreement"),  among the Borrower,  the  Guarantors  named therein and the Agent.
Capitalized  terms used but not defined herein shall have the meanings  ascribed
to them in the Credit Agreement.

     The Credit Agreement  requires each Person that was not a Subsidiary of any
Credit  Party  on the date  thereof  but  subsequently  becomes,  or comes  into
existence  as, a  Subsidiary  of any Credit  Party to cause 100% (or 65% if such
Person is a Foreign  Subsidiary  of a Credit  Party so long as the pledge of any
greater  percentage  would have adverse tax  consequences to the Credit Parties,
excluding  the  Capital  Stock of any Foreign  Subsidiary  which is not a direct
Foreign  Subsidiary  of any Credit  Party) of its Capital Stock to be pledged to
the Agent pursuant to the Pledge  Agreement,  to enter into the Pledge Agreement
as  an  additional  "Grantor,"  the  Subsidiaries   Guarantee  Agreement  as  an
additional "Guarantor" and the Indemnity, Subrogation and Contribution Agreement
as an additional "Guarantor."

     The Credit  Agreement,  the Pledge  Agreement,  the Subsidiaries  Guarantee
Agreement and the Indemnity, Subrogation and Contribution Agreement specify that
additional  Subsidiaries of the Credit Parties may become  "Grantors"  under the
Pledge Agreement and may become  "Guarantors"  under the Subsidiaries  Guarantee
Agreement and the Indemnity, Subrogation and Contribution Agreement by execution
and  delivery  of an  instrument  in the  form  of this  Agreement.  Each of the
undersigned is a Subsidiary of a Credit Party and is executing this Agreement in
accordance with the  requirements  of the Credit  Agreement in order to become a
"Grantor" under the Pledge  Agreement and a "Guarantor"  under the  Subsidiaries
Guarantee Agreement and the Indemnity,  Subrogation and Contribution  Agreement,
to induce the Lenders to make or maintain  extensions  of credit to the Borrower
and as consideration for extensions of credit previously made to the Borrower.


     Accordingly,  the  Borrower,  the  Agent and each New  Subsidiary  agree as
follows:

     SECTION 1. Pledge Agreement.  In accordance with Section 7.13 of the Pledge
Agreement,  each New Subsidiary by its signature hereto shall become a "Grantor"
under the Pledge Agreement with the same force and effect as if originally named
therein  as a  Grantor  (as  defined  in the  Pledge  Agreement)  and  each  New
Subsidiary  hereby  (a)  agrees to all the terms and  provisions  of the  Pledge
Agreement applicable to it as a Grantor thereunder,  (b) represents and warrants
that the  representations  and warranties made by it as a Grantor thereunder are
true and correct on and as of the date hereof and (c) acknowledges  receipt of a
copy of and  agrees  to be  bound  by the  terms  of the  Pledge  Agreement.  In
furtherance of the foregoing, as security for the payment or performance, as the
case may be, of the Secured  Obligations (as defined in the Pledge Agreement) of
each New  Subsidiary  as a Grantor,  each New  Subsidiary  hereby  grants to the
Agent,  its successors and assigns,  for the benefit of the Secured  Parties,  a
security  interest  in  and  hereby  pledges  and  assigns,   all  of  such  New
Subsidiary's right, title and interest in, to and under the Collateral listed on
Schedules 2 and 3 attached  hereto and all other  Collateral  referred to in the
Pledge Agreement. Each reference to a "Grantor" in the Pledge Agreement shall be
deemed  to  include  each New  Subsidiary  and each  Schedule  attached  to this
Agreement  shall be  incorporated  into and become  part of and  supplement  the
corresponding Schedules to the Pledge Agreement.

     SECTION 2. Subsidiaries Guarantee Agreement.  In accordance with Section 10
of the Subsidiaries  Guarantee  Agreement,  each New Subsidiary by its signature
hereto shall become a "Guarantor"  under the  Subsidiaries  Guarantee  Agreement
with the same force and effect as if originally named therein as a Guarantor (as
defined in the Subsidiaries  Guarantee Agreement) and each New Subsidiary hereby
(a)  agrees  to all the  terms  and  provisions  of the  Subsidiaries  Guarantee
Agreement  applicable  to it  as a  Guarantor  thereunder,  (b)  represents  and
warrants  that the  representations  and  warranties  made by it as a  Guarantor
thereunder  are  true  and  correct  on  and  as of  the  date  hereof  and  (c)
acknowledges  receipt of a copy of and agrees to be  obligated  and bound by the
terms of the Subsidiaries  Guarantee Agreement.  Each reference to a "Guarantor"
in the  Subsidiaries  Guarantee  Agreement  shall be deemed to include  each New
Subsidiary.  Each New Subsidiary  hereby waives  acceptance by the Agent and the
Lenders of the guarantee by such New Subsidiary under the Subsidiaries Guarantee
Agreement upon the execution of this Agreement by such New Subsidiary.

     SECTION 3. Indemnity, Subrogation and Contribution Agreement. In accordance
with Section 5 of the Indemnity,  Subrogation and Contribution  Agreement,  each
New  Subsidiary  by its signature  hereto shall become a  "Guarantor"  under the
Indemnity, Subrogation and Contribution Agreement with the same force and effect
as if  originally  named  therein as a Guarantor  (as defined in the  Indemnity,
Subrogation  and  Contribution  Agreement)  and each New  Subsidiary  hereby (a)
agrees  to all the  terms  and  provisions  of the  Indemnity,  Subrogation  and
Contribution  Agreement  applicable  to it as a  Guarantor  thereunder,  and (b)
acknowledges  receipt of a copy of and agrees to be  obligated  and bound by the
terms of, the Indemnity,  Subrogation and Contribution Agreement. Each reference
to a "Guarantor" in the Indemnity,  Subrogation and Contribution Agreement shall
be deemed to include each New Subsidiary.


                                       2


     SECTION 4.  Representations.  Each New  Subsidiary  hereby  represents  and
warrants  that (a)  this  Agreement  has  been  duly  authorized,  executed  and
delivered by such New  Subsidiary  and  constitutes  a legal,  valid and binding
obligation of such New Subsidiary  enforceable against it in accordance with its
terms,  subject  to  the  effect  of  bankruptcy,  insolvency,   reorganization,
arrangement,  moratorium,  fraudulent conveyance, voidable preference or similar
laws and the  application of equitable  principles  generally,  and (b) attached
hereto is a true, accurate and complete Perfection  Certificate relating to such
New Subsidiary and its Collateral.

     SECTION 5.  Effectiveness.  This  Agreement  shall  become  effective  upon
satisfaction of the following conditions:

          (a) the receipt by the Agent,  in form and substance  satisfactory  to
     the Agent, of the following:

               (i)  duly executed counterparts of this Agreement;

               (ii) copy of each New  Subsidiary's  certificate of incorporation
          or other  constitutive  documents,  including all amendments  thereto,
          certified  as of a  recent  date  by the  Secretary  of  State  of the
          jurisdiction  of its  organization,  and a certificate  as to its good
          standing, as of a recent date, from such Secretary of State;

               (iii) a  certificate  of the  Secretary,  Assistant  Secretary or
          other authorized  representative of each New Subsidiary certifying (A)
          that  attached  thereto is a true and complete  copy of its by-laws in
          effect on the date  thereof and at all times since a date prior to the
          date of the  resolutions  described  in  clause  (B)  below,  (B) that
          attached  thereto  is a true and  complete  copy of  resolutions  duly
          adopted by the Board of Directors of each New  Subsidiary  (or, in the
          case  of  a  partnership,   the  managing   general  partner  thereof)
          authorizing the execution,  delivery and performance of this Agreement
          and  the  performance  of  the  Pledge  Agreement,   the  Subsidiaries
          Guarantee  Agreement and the Indemnity,  Subrogation and  Contribution
          Agreement to which it will be a party and that such  resolutions  have
          not been  modified,  rescinded  or  amended  and are in full force and
          effect,   (C)  that  the   certificate  of   incorporation   or  other
          constitutive  documents of each New  Subsidiary  have not been amended
          since  the  date  of  the  last   amendment   thereto   shown  on  the
          certificateof  good standing  furnished  pursuant to clause (ii) above
          and (D) as to the incumbency and specimen signature of each authorized
          representative executing any document delivered in connection herewith
          on  behalf  of  such  party;

               (iv) a certificate of another authorized representative as to the
          incumbency  and  specimen   signature  of  the  person  executing  the
          certificate pursuant to clause (iii) above;

                                       3


               (v)  subject to Section  6.15 of the Credit  Agreement,  upon the
          request of the Agent,  certified copies of Requests for Information or
          Copies (Form UCC-11), or equivalent reports from an independent search
          service  satisfactory  to the Agent,  listing (A) any judgment  naming
          each New  Subsidiary  as judgment  debtor in any of the  jurisdictions
          where a Uniform Commercial Code financing  statement would be required
          by law to be filed in order to create a perfected security interest in
          or  lien  on any  of  the  personal  or  real  property  of  such  New
          Subsidiary,  (B) any tax lien  that  names  each New  Subsidiary  as a
          delinquent  taxpayer  in any of the  jurisdictions  referred to in the
          preceding  clause (A), and (C) any Uniform  Commercial  Code financing
          statement  that names each New Subsidiary as debtor or seller filed in
          any of the  jurisdictions  referred  to in the  preceding  clause (A);


               (vi)  appropriate  duly  executed  termination  statements  (Form
          UCC-3) signed by all persons disclosed on current financing statements
          as secured  parties  in the  jurisdictions  referred  to in clause (v)
          above in form for filing  under the  Uniform  Commercial  Code of such
          jurisdictions  (except with respect to Liens  permitted  under Section
          7.2  of  the  Credit   Agreement);

               (vii) certificates  representing all outstanding Capital Stock of
          any  Domestic  Subsidiary  of  each  New  Subsidiary  and  65%  of all
          outstanding Capital Stock of any direct Foreign Subsidiary of each New
          Subsidiary,  accompanied  by stock powers  endorsed in blank,  and any
          Intercompany  Note, duly executed by each New Subsidiary,  accompanied
          by an assignment executed in blank;

               (viii) duly executed  financing  statements (Form UCC-1) for each
          jurisdiction  as is necessary in order to create in favor of the Agent
          for the benefit of the Secured  Parties a valid,  legal and  perfected
          security  interest in or Lien on the Collateral that is the subject of
          the  Pledge  Agreement  in each  jurisdiction  in  which  the  filing,
          registration  or recordation  thereof is so required or requested;

               (ix) an  opinion of counsel  for each New  Subsidiary,  dated the
          date that this  Agreement  shall become  effective,  as to all matters
          relating to such New Subsidiary as the Agent may  reasonably  request;

               (x) Perfection Certificates duly executed by each New Subsidiary;
          and

               (xi) all documents the Agent may reasonably  request  relating to
          the existence of each New  Subsidiary and its corporate or partnership
          authority to execute,  deliver and perform the Pledge  Agreement,  the
          Subsidiaries  Guarantee  Agreement and the Indemnity,  Subrogation and
          Contribution Agreement, as applicable,  and any other matters relevant
          hereto or  thereto;  and

     (b) No Default or Event of Default shall have occurred and be continuing at
the time of the execution and delivery hereof or would occur  immediately  after
giving effect thereto.


                                       4


     SECTION  6.  Effect on Loan  Documents.  Except as  expressly  supplemented
hereby,  the Pledge  Agreement,  the  Subsidiaries  Guarantee  Agreement and the
Indemnity, Subrogation and Contribution Agreement shall remain in full force and
effect.

     SECTION 7. GOVERNING  LAW. THIS AGREEMENT  SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     SECTION 8.  Severability.  If any provision of this Agreement is determined
to be illegal, invalid or unenforceable, such provision shall be fully severable
and the remaining  provisions shall remain in full force and effect and shall be
construed  without  giving  effect  to the  illegal,  invalid  or  unenforceable
provisions.  The parties  hereto shall  endeavor in good-faith  negotiations  to
replace the invalid,  illegal or unenforceable  provisions with valid provisions
the economic  effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

     SECTION 9. Notices.  The address of each New Subsidiary for purposes of all
notices and other  communications  is 4345 Southpoint  Boulevard,  Jacksonville,
Florida 32216, Attention of David H. Klarner (Facsimile No. (904) 332-3187)).

     SECTION 10.  Counterparts.  This  Agreement  may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument.

     SECTION 11. Expenses. Each New Subsidiary agrees to reimburse the Agent for
its  reasonable  out-of-pocket  expenses  in  connection  with  this  Agreement,
including the reasonable fees and expenses of counsel for the Agent.


                                       5





     IN WITNESS  WHEREOF,  the Borrower,  the New  Subsidiary and the Agent have
duly  executed  this  Supplemental  Agreement as of the day and year first above
written.


                  PSS WORLD MEDICAL, INC.


                  By:  /s/ David D. Klarner
                       ---------------------------------------------------------
                        Name:    David D. Klarner
                        Title:   Vice President, Treasury and
                                 Financial Reporting


                  DI SERVICE GROUP, INC., a Florida corporation


                  By:  /s/ David D. Klarner
                       ---------------------------------------------------------
                        Name:    David D. Klarner
                        Title:   Vice President and Secretary
                        Address:


                  LINEAR MEDICAL SYSTEMS, INC., an Arizona corporation


                  By:  /s/ David D. Klarner
                       ---------------------------------------------------------
                        Name:    David D. Klarner
                        Title:   Vice President and Secretary
                        Address:



                  SOUTHEAST IMAGING SYSTEMS, a Florida corporation


                  By:  /s/ David D. Klarner
                       ---------------------------------------------------------
                        Name:    David D. Klarner
                        Title:   Vice President and Secretary
                        Address:








                  DXR IMAGING, INC., a California corporation


                  By:  /s/ David D. Klarner
                       ---------------------------------------------------------
                        Name:    David D. Klarner
                        Title:   Vice President and Secretary
                        Address:




                  PHOENIX RADIOLOGY, LTD., a California corporation

                  By:  /s/ David D. Klarner
                       ---------------------------------------------------------
                        Name:    David D. Klarner
                        Title:   Vice President and Secretary
                        Address:


                  BANK OF AMERICA, N.A., as Agent


                  By:  /s/ Lawrence J. Gordon
                       ---------------------------------------------------------
                         Name:   Lawrence J. Gordon
                         Title:  Principal



                                   Schedule 2
                                   ----------


             CHIEF EXECUTIVE OFFICE AND PRINCIPAL PLACE OF BUSINESS




          Name                        Mailing Address               County         State
          ----                        ---------------               ------         -----
                                                                            
DI Service Group Inc.               4345 Southpoint Boulevard,      Duval          FL 32216
                                    Jacksonville

Linear Medical Systems, Inc.        4345 Southpoint Boulevard,      Duval          FL 32216
                                    Jacksonville

Southeast Imaging Systems, Inc.     4345 Southpoint Boulevard,      Duval          FL 32216
                                    Jacksonville

DXR Imaging, Inc.                   4345 Southpoint Boulevard,      Duval          FL 32216
                                    Jacksonville

Phoenix Radiology, Ltd.             4345 Southpoint Boulevard,      Duval          FL 32216
                                    Jacksonville


                        LOCATIONS OF GENERAL INTANGIBLES




          Name                        Mailing Address                   County         State
          ----                        ---------------                   ------         -----
                                                                                
DI Service Group Inc.               4345 Southpoint Boulevard,           Duval          FL  32216
                                    Jacksonville

Linear Medical Systems, Inc.        4345 Southpoint Boulevard,           Duval          FL  32216
                                    Jacksonville

Linear Medical Systems, Inc.        5869 South Kyrene Road, Tempe        Maricopa       AZ 85283

Southeast Imaging Systems, Inc.     4345 Southpoint Boulevard,           Duval          FL  32216
                                    Jacksonville

Southeast Imaging Systems, Inc.     2565 Pemberton Drive, Apopka         Orange         FL  32703

Southeast Imaging Systems, Inc.     4121 Beechwood Drive, Greensboro     Gilford        NC  27410

DXR Imaging, Inc.                   4345 Southpoint Boulevard,           Duval          FL  32216
                                    Jacksonville






                                                                                      
DXR Imaging, Inc.                   14447 Griffith Street, San Leandro   Alameda        CA  94577

Phoenix Radiology, Ltd.             4345 Southpoint Boulevard,           Duval          FL  32216
                                    Jacksonville

Phoenix Radiology, Ltd.             7625 Hayvenhurst St., Ste. 40, Van   Los Angeles    CA  91406
                                    Nuys




                             LOCATIONS OF PERSONALTY



    Name of Department                    Mailing Address               County          State
    ------------------                    ---------------               ------          -----
                                                                                 
DI Service Group Inc.               4345 Southpoint Boulevard,           Duval          FL  32216
                                    Jacksonville

Linear Medical Systems, Inc.        4345 Southpoint Boulevard,           Duval          FL  32216
                                    Jacksonville

Linear Medical Systems, Inc.        5869 South Kyrene Road, Tempe        Maricopa       AZ 85283

Southeast Imaging Systems, Inc.     4345 Southpoint Boulevard,           Duval          FL  32216
                                    Jacksonville

Southeast Imaging Systems, Inc.     2565 Pemberton Drive, Apopka         Orange         FL  32703

Southeast Imaging Systems, Inc.     4121 Beechwood Drive, Greensboro     Gilford        NC  27410

DXR Imaging, Inc.                   4345 Southpoint Boulevard,           Duval          FL  32216
                                    Jacksonville

DXR Imaging, Inc.                   14447 Griffith Street, San Leandro   Alameda        CA  94577

Phoenix Radiology, Ltd.             4345 Southpoint Boulevard,           Duval          FL  32216
                                    Jacksonville

Phoenix Radiology, Ltd.             7625 Hayvenhurst St., Ste. 40, Van   Los Angeles    CA  91406
                                    Nuys









                                   Schedule 3
                                   ----------

                                PLEDGED INTERESTS


Part I  List of Pledged Interests:
        -------------------------



                                                       Class              Stock             Par          Number
        Grantor                Stock Issuer           Of Stock       Certificate Nos.      Value       of Shares
        -------                ------------           --------       ----------------      -----       ---------
                                                                                            
Diagnostic Imaging,      DI Service Group, Inc.        Common                   1          $0.01          100
Inc.

Diagnostic Imaging,      Linear Medical Systems,       Common                   3           N/A          4000
Inc.                     Inc.

Diagnostic Imaging,      Southeast Imaging             Common                   4          $4.00       194400
Inc.                     Systems, Inc.

Diagnostic Imaging,      DXR Imaging, Inc.             Common                   1C          N/A          8177.77
Inc.

Diagnostic Imaging,      Phoenix Radiology, Ltd.       Common                   15          N/A         15850
Inc.





Part II  List of Pledged Debt:
         --------------------




         Grantor                   Debt Issuer            Date of Issuance      Outstanding Balance
         -------                   -----------            ----------------      -------------------
                                                                            
PSS World Medical, Inc.       DI Service Group, Inc.      December 28, 2000      $120,000,000

PSS World Medical, Inc.       Linear Medical Systems,     December 28, 2000      $120,000,000
                              Inc.

PSS World Medical, Inc.       Southeast Imaging           December 28, 2000      $120,000,000
                              Systems, Inc.

PSS World Medical, Inc.       DXR Imaging, Inc.           December 28, 2000      $120,000,000

PSS World Medical, Inc.       Phoenix Radiology, Ltd.     December 28, 2000      $120,000,000







                                   Schedule 4
                                   ----------

                             FILINGS AND RECORDINGS




- -------------------------------- ---------------------------------------- ---------------------------
                Name                    UCC Filings and Locations                Other Filings
- -------------------------------- ---------------------------------------- ---------------------------
                                                                          
DI Service Group, Inc.           Florida Secretary of State               None
- -------------------------------- ---------------------------------------- ---------------------------
Linear Medical Systems, Inc.     Arizona Secretary of State
- -------------------------------- ---------------------------------------- ---------------------------
                                 Florida Secretary of State
- -------------------------------- ---------------------------------------- ---------------------------
Southeast Imaging Systems, Inc.  Florida State Secretary of State
- -------------------------------- ---------------------------------------- ---------------------------
                                 North Carolina of State
- -------------------------------- ---------------------------------------- ---------------------------
                                 Gilford County, North Carolina
- -------------------------------- ---------------------------------------- ---------------------------
DXR Imaging, Inc.                California Secretary of State
- -------------------------------- ---------------------------------------- ---------------------------
                                 Florida Secretary of State
- -------------------------------- ---------------------------------------- ---------------------------
Phoenix Radiology, Ltd.          California Secretary of State
- -------------------------------- ---------------------------------------- ---------------------------
                                 Florida Secretary of State
- -------------------------------- ---------------------------------------- ---------------------------