EXHIBIT 10.cc

                     AGREEMENT, RELEASE, COVENANT NOT TO SUE
                          AND CONFIDENTIALITY AGREEMENT

         The undersigned employee ("Employee") of Sunbeam Corporation (the
"Company") has been advised that Employee's employment is being terminated, as
of March 15, 1997. For the sole consideration of (i) twelve (12) months
continuation of base salary, less required deductions (the "Severance Payment"),
payable in a lump sum, and (ii) the continuation of the Company's current level
of contribution to medical and dental insurance coverages for a period of twelve
(12) months (provided Employee elects to continue coverage under the provisions
of COBRA and continues to make the Employee's required contribution towards the
cost of such coverages) [(i) and (ii) herein are collectively the "Benefits"],
Employee (including all successors and assigns) hereby:

      RELEASES, FOREVER DISCHARGES and COVENANTS NOT TO SUE the Company and
any affiliated company, their predecessors, past and present officers,
directors, shareholders, agents, employees, attorneys, successors and assigns
(individually and collectively "SUNBEAM"), of and from (and does hereby WAIVE),
any and all rights, contracts, claims (including claims sounding in tort),
damages, attorney fees, causes of action, rights to future employment or
reinstatement and suits (collectively "Claims") (whether or not presently known,
suspected or claimed), relating to, directly or indirectly, Employee's hiring,
employment with or separation from employment by SUNBEAM, under any federal,
state or local law, ordinance, regulation or rule, or under any court decree.
Employee also WAIVES ANY AND ALL RIGHTS under the laws of any jurisdictions in
the United States that would limit the foregoing Release, Waiver and Covenant.
Employee is releasing SUNBEAM from any and all Claims for pain and suffering,
emotional distress, compensatory and punitive damages, attorney fees and for
employment discrimination based on age (including claims under the federal Age
Discrimination in Employment Act ("ADEA") and any comparable state or local
laws), sex, national origin, race or color, mental or physical handicap or
disability, sexual orientation or religious belief. Employee agrees that
SUNBEAM, by offering the Severance Payment and this Agreement, does not hereby
admit that it violated any of Employee's rights in any way. THIS RELEASE BY
EMPLOYEE DOES NOT SERVE TO RELEASE OR WAIVE ANY RIGHTS OF EMPLOYEE TO
INDEMNIFICATION AS A FORMER OFFICER OF SUNBEAM, AND ALL OF SUCH RIGHTS TO
INDEMNIFICATION SHALL CONTINUE IN FORCE AND EFFECT.

EMPLOYEE ALSO UNDERSTANDS AND AGREES:

         1)  THIS IS OUR ENTIRE AGREEMENT, AND I HAVE UP TO 45 DAYS TO REVIEW
AND CONSIDER IT. I HAVE BEEN TOLD TO CONSULT A LAWYER BEFORE SIGNING
THIS AGREEMENT. I ENTER INTO THIS AGREEMENT FREELY AND VOLUNTARILY;

         2)  I HAVE 7 DAYS FOLLOWING SIGNING THIS AGREEMENT TO REVOKE OR
CANCEL IT (BUT ONLY WITH RESPECT TO CLAIMS UNDER ADEA);

         3)  THIS AGREEMENT DOES NOT RELEASE OR WAIVE ANY RIGHTS OR CLAIMS
THAT MAY ARISE AFTER THIS DOCUMENT IS SIGNED BY ME;

         4)  THIS AGREEMENT SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE
UNTIL AFTER THE 7 DAY PERIOD DURING WHICH I CAN REVOKE OR CANCEL IT; AND

         5)  I AM SUBJECT TO THE CONFIDENTIALITY AND NON-DUPLICATION OF
BENEFITS PROVISIONS SET FORTH BELOW AS A FURTHER CONDITION TO THE
RECEIPT OF BENEFITS UNDER THIS AGREEMENT.

         SUBJECT TO FURTHER TERMS ON THE SECOND PAGE OF THIS DOCUMENT



<PAGE>

                               (ADDITIONAL TERMS)

         1. CONFIDENTIALITY - As a participant in the SUNBEAM CORPORATION EQUITY
TEAM PLAN (Option Plan), the confidentiality and non-competition provisions of
that Plan are incorporated by reference herein, and I acknowledge my obligation
to abide by the terms thereof. If I am a party to any other specific undertaking
of confidentiality and/or non-competition in connection with my employment by
SUNBEAM, I hereby acknowledge my obligation to abide by the terms thereof and
agree that such agreement or undertaking is not superseded in any manner by this
Agreement. In all events, whether I am a party to any such other agreement or
not, I hereby agree as follows:

         That from and after the date hereof, I shall treat as confidential all
         "Confidential Information" in my possession or to which I have been
         provided access during my employment by SUNBEAM. I will not reveal or
         disclose any such Confidential Information to any party without the
         prior written consent of SUNBEAM, except as required by law. If I am
         required by legal process, subpoena or otherwise legally required to
         disclose any Confidential Information, I will immediately contact
         SUNBEAM and advise it of such requirement and will cooperate with
         SUNBEAM in protecting its Confidential Information. I understand that a
         breach of this Confidentiality Agreement shall be grounds for
         forfeiting any Benefits provided by this Agreement or any other benefit
         which SUNBEAM may provide to me.

         As used herein, the term CONFIDENTIAL INFORMATION means: any
         information about SUNBEAM, its products or business, which is not
         generally known to the public, including without limitation any
         customer lists, supplier lists, trade secrets, inventions, formulas,
         methods or processes, whether or not patented or patentable, channels
         of distribution, business plans, pricing policies and records,
         financial information of any sort and inventory records of SUNBEAM or
         any affiliate (and such other information normally understood to be
         confidential or otherwise designated as such in writing by SUNBEAM). It
         is not necessary, however, that any information be formally designated
         as "confidential" if it falls within any of the foregoing categories
         and is not generally known to the public, in order to be covered by
         this Confidentiality Agreement.

         2. NON-DUPLICATION OF BENEFITS - The amount of Severance Payment
hereunder shall be reduced on a dollar for dollar basis by any disability,
severance, separation or termination pay benefits that the Company pays or is
required to pay to Employee through insurance or otherwise under any plan or
contract or under any federal or state law, or by any amount Employee owes the
Company; provided, however, that the Severance Payment shall never be less than
two (2) weeks' base salary, and such amount is acknowledged to be full and
adequate consideration for this Agreement.

EMPLOYEE                                  SUNBEAM CORPORATION

/s/ James Wilson                          /s/  David C. Fannin
----------------------                    ------------------------------
Name:  James D. Wilson                    Title:Executive Vice President
Date: March 17, 1997                      Name:David C. Fannin
                                          Date: March 19, 1997

WITNESSED AS TO EMPLOYEE BY:

/s Karl Schinn
---------------------------------
By: Karl Schinn
Date: March 17, 1997