[MAXXIM MEDICAL LOGO]

           TERMS OF RETENTION AGREEMENT/ADDENDUM TO SUMMARY TERMS OF
                            EMPLOYMENT AS OF 9-20-2000

                                November 1, 2001

I.   Employer/Company: Maxxim Medical, Inc.

II.  Employee: Paulee C. Day

III. Title: Corporate Vice President, General Counsel and Secretary

IV.  Guaranteed Term of Employment: November 1, 2001 - October 31, 2002

V.   Guaranteed Annual Base Salary: no less than $130,000, to be paid in
     bi-weekly installments

VI.  Retention Bonus: Employee shall receive the following:

     A.   Continuation of benefits in effect as of Employee's last day of
          employment at Company's expense for twelve (12) months, which shall
          commence on the day immediately following Employee's last day of
          employment with the Company,
     B.   Twelve (12) months' salary, based on Annual Base Salary above or the
          annual salary then in effect, whichever is higher, due and payable as
          follows:
          1.   The first six (6) months of the Retention Bonus shall be paid to
          Employee immediately upon execution hereof. Such amount shall vest
          ratably with each day that Employee is employed by Company beginning
          on November 1, 2001 and ending six (6) months later, on April 30,
          2002, at which time the entire amount shall be fully vested. In the
          event that Employee voluntarily terminates her employment with Company
          prior to April 30, 2002, Employee shall repay to Company the unvested
          portion of such payment. Provided, however, that if Employee's reasons
          for terminating her employment are those described in Section
          VI(B)(2)(iii) or Section VI(B)(2)(iv) immediately below, all amounts
          shall immediately vest and no payment shall be due to the Company by
          Employee.
          2.   The final six (6) months of the Retention Bonus, such amount to
          be no less than $65,000, shall be paid immediately upon the earlier
          of:
               (i)   November 1, 2002;
               (ii)  at such time that Employer terminates employment of
                     Employee on or before October 31, 2002 without "Good
                     Cause" as defined in Section VII below;
               (iii) upon Employee's termination of employment following a
                     substantial change in the job duties, office location or
                     condition of employment as in effect as of the date
                     hereof; or
               (iv)  upon Employee's termination of employment following a
                     breach of the terms of this Agreement by Employer or a
                     change in any of the terms hereof without Employee's
                     prior written consent.