SEPARATION AGREEMENT.AND GENERAL RELEASE

Old 97 Company, 4829 East Seventh Avenue Tampa, Florida,
its parent corporation, affiliates, subsidiaries, divisions.
successors and assigns and the employees, officers, directors and
agents thereof (collectively referred to throughout this
Agreement as "Employer"), and Lucille Murphy, 2525 Maryland
Avenue, Tampa, FL, ("Employee") agree that:

          1.  Last Day of Employment.  Employee's last day of
employment with Employer is November 17, 2000.

          2.  Consideration.  In consideration for the Employee
signing this Agreement and General Release and compliance with
the promises made herein, Employer agrees:

              a.  to pay to Employee over a 36 month period three
hundred ninety thousand Dollars and no Cents ($390,000), less
lawful deductions, in accordance with company payroll policies
after receiving the letter from Employee in the form attached
hereto as Exhibit "A"; and

              b.  if Employee elects to continue medical coverage
under the AETNA Plan in accordance with the continuation
requirements of COBRA, the Employer shall pay for the cost of
said coverage beginning on the last day of employment and ending
on December 31, 2000.  Thereafter, Employee shall be entitled to
elect to continue such COBRA coverage for the remainder of the
COBRA period, at her own expense.

          3.  No Consideration Absent Execution of this
Agreement.  Employee understands and agrees that she would not
receive the monies and/or benefits specified in paragraph "2"
above, except for her execution of this Agreement and General
Release and the fulfullment of the promises containced herein.

          4.  Revocation.  Employee may revoke this Agreement and
General Release for a period of seven (7) days following the day
she executes this Agreement and General Release.  Any revokation
within this period must be submitted, in writing, to Employer -
Attn. Frank Ferola and state, "I hereby revoke my acceptance of
our Agreement and General Release."  The revocation must be
personally delivered to Employer - Attn. Frank Ferola or his
designee, or mailed to Employer - Attn. Frank Ferola and
postmarked within seven (7) days of execution of this Agreement
and General Release.  This Agreement and General Release shall
not become effective or enforceable until the revocation period
has expired.  If the last day of the revocation period is a
Saturday, Sunday or leagal holiday in Florida, then the
revocation period shall not expire until the next folling day
which is not a Saturday, Sunday or legal holiday.

          5.  General Release of Claim.  Employee knowingly and
voluntarily releases and forever discharges Employer, of and from
any and all claims, known and unknown, which against Employer,
Employee, her heirs, executors, administrators, successors, and
assigns (referred to collectively throughout this Agreement as
"Employee") have or may have as of the day of execution of this
Agreement and General Release, including, but not limited to, any
alleged violation of:

          The National Labor Relations Act, as amended;

          Title VII of the Civil Rights Act of 1964, as amended;

          Sections 1981 through 1988 of Title 42 of the United
          States Code, as amended;

          the Employee Retirement Income Security Act of 1974, as
          amended;

          The Immigration Reform Control Act, as amended;

          The Age Discrimination in Employment Act of 1967, as
          amended;

          The Fair Labor Standards Act, as amended;

          The Occupational Safety and Health Act, as amended;

          The Family and Medical Leave Act of 1993;

          The Florida Civil Rights Act, as amended;

          The Florida Minimum Wage Law, as amended;

          Equal Pay Law for Florida, as amended;

          any other federal, state or local civil or human rights
          law or any other local, state or federal law,
          regulation or ordinance;

          any public policy, contract, tort, or common law; or

          any claims relating to the Employment Agreement
          effective January 1, 1996 and all applicable amendments
          by and among the Employee and Employer;

          any allegations for costs, fees, or other expenses
          including attorneys' fees incurred in these matters.

          6.  No Claims Exist.  Employee confirms that no claim,
charge, complaint, or action exists in any forum or form.  In the
event that any such claim, charge, complaint or action is filed,
Employee shall not be entitled to recover any relief or recovery
therefrom, including costs and attorney's fees.

          7.  Confidentiality.  Employee agrees not to disclose
any information regarding the existence or substance of this
Agreement and General Release, except to an attorney with whom
Employee chooses to consult regarding her consideration of this
Agreement and General Release.

          8.  No Future Application for Employment.  Employee
shall not apply in the future for employment with Employer.

          9.  Governing Law and Interpretation.  This Agreement
and General Release shall be governed and conformed in accordance
with the laws of the State of Florida without regard to its
conflict of laws provision.  Should any provision of this
Agreement and General Release be declared illegal or
unenforceable by any court of competent jurisdiction and cannot
be modified to be enforcable, excluding the general release
language, such provision shall immediately become null and void,
leeaving the remainder of this Agreement and General Release in
full force and effect.  In a claim, charge, complaint or action
commenced, joined, or participated in by Employee where any
portion of the general release language is ruled to be
unenforceable for any reason, Employee agrees that all
consideration paid hereunder shall be an offset against any
monies Employee shall receive in connection with any such action.

          10.  Nonadmission of Wrongdoing.  Employee agrees that
neither this Agreement and General Release nor the furnishing of
the consideration for this Release shall be deemed or construed
at anytime for any purpose as an admission by Employer of any
liability or unlawful conduct of any kind.

          11.  Amendment.  This Agreement and General Release may
not be modified, altered or changed except upon express written
consent of both Parties wherein specific reference is made to
this Agreement and General Release.

          12.  Entire Agreement.  This Agreement and General
Release sets forth the entire agreement between the parties
hereto, and fully supersedes any prior agreements or
understandings between the parties.  This Agreement additionally
supercedes and terminates the Employment Agreement effective
January 1, 1996 and all amendments thereof by and among the
Employee and Employer with exception to Section 4.2
Confidentiality.  Employee acknowledges that she has not relied
on any representations, promises, or agreements of any kind made
to her in connection with her decision to sign this Agreement and
General Release, except for those set forth in this Agreement and
General Release.

          EMPLOYEE HAS BEEN ADVISED THAT SHE HAS AT LEAST TWENTY-
ONE (21) DAYS TO CONSIDER THIS AGREEMENT AND GENERAL RELEASE AND
HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO
EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE.

          EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR
OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT
RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE DAY
CONSIDERATION PERIOD.

          HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL
RELEASE, TO FULFULL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE
THEREBY THE SUMS AND BENEFITS SET FORTH IN PARAGRAPH "2" ABOVE,
EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION,
ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO
WAIVE, SETTLE AND RELEASE ALL CLAIMS SHE HAS OR MIGHT HAVE
AGAINST EMPLOYER.

          IN WITNESS WHEREOF, the parties hereto knowingly and
voluntarily executed this Agreement and General Release as of the
date set forth below:

                                               Employee


                                  _______________________________
                                           Lucille Murphy
__________________________
Witness
                                  _______________________________
                                  Date
__________________________
Witness
                                               Employer

__________________________        By:____________________________
                                     Frank F. Ferola,
                                     President

Notary Public ____________        _______________________________
                                  Date