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                             BAZATA V. AMERICAN BANK
                        CONFIDENTIAL SETTLEMENT AGREEMENT


         This Confidential Settlement Agreement, hereinafter referred to as "the
Agreement," is made by and between JAMES J. BAZATA,  hereinafter  referred to as
"Bazata," on the one hand,  and AMERICAN BANK,  hereinafter  referred to as "the
Bank," on the other hand.

         WHEREAS, Bazata was formerly employed by the Bank in various management
 positions; and

         WHEREAS,  in October,  1995,  Bazata suffered a stroke,  and he alleges
that after this stroke,  the Bank  discriminated  against him because it wrongly
regarded him as disabled from work; and

         WHEREAS,  Bazata retained  counsel to assist him in matters relating to
his desire to return to work at the Bank, and alleged disability  discrimination
against him, and he further alleges that the Bank retaliated against him because
of his retention of counsel;

         WHEREAS, Bazata's employment with the Bank was involuntarily terminated
on or about July 9, 1996; and

         WHEREAS,  following his discharge,  Bazata filed charges with the Equal
Employment  Opportunity   Commission  alleging  disability   discrimination  and
unlawful  retaliation against the Bank under the Americans with Disabilities Act
("ADA"); and

         WHEREAS, Bazata filed a lawsuit against the Bank in the United States
District Court for the Middle District of Florida, Tampa Division, Case No.
96-671-CIV-T-24A, hereinafter referred to as Case No. 96-671-CIV-T-24A; and

         WHEREAS, the parties conducted a mediation on April 22, 1998, in Tampa,
Florida,  with  Cary  Singletary,  Esquire,  serving  as  mediator,  and at that
mediation entered into a settlement agreement relating to all of Bazata's claims
and potential claims, and signing, as evidence of this settlement  agreement,  a
handwritten  term sheet for the  settlement,  with the  understanding  that more
formal settlement documents would be prepared at a later date; and

         ACCORDINGLY,  this Agreement will settle and compromise all of Bazata's
claims,  including  those alleged in Case No.  96-671-CIV-T-24A,  as well as any
claims that the Bank might have against Bazata;

         NOW, KNOW ALL BY THESE PRESENTS,  that in  consideration  of the mutual
covenants to be performed by each of the parties hereto,  the parties expressly,
knowingly, and voluntarily agree as follows:

         1. Bank's Retention of J. J. Bazata Consulting, Inc. as Consultant. The
Bank agrees to retain James J. Bazata  Consulting,  Inc. as a consultant for the
Bank through December 31, 2000. The terms of this consulting  arrangement  shall
be set forth in a separate  agreement between James J. Bazata  Consulting,  Inc.
and the Bank (this agreement shall hereinafter be referred to as "the Consulting
Agreement").  If for any reason the  Consulting  Agreement is  terminated by the
Bank  prior to  January  10,  2000,  payments  to be made  under the  Consulting
Agreement will be made pursuant to this Agreement.

         2. Payment of Bazata's Attorneys' Fees and Legal Costs. The Bank agrees
to pay Bazata's  attorneys in Case No.  96-671-CIV-T-24A  the sum of TWO HUNDRED
AND  TWENTY  FIVE  THOUSAND  U.S.  DOLLARS   ($225,000.00)  for  their  work  in
representing  Bazata in his litigation against the Bank, and for legal costs and
expenses incurred during the course of their representation. Payment shall be by
Bank  check(s)  payable to Abel,  Band,  Russell,  Collier,  Pitchford & Gordon,
Chartered.  This payment  shall be made within  thirty (30) days of the date the
four duplicate originals of this Agreement,  signed by Bazata, his counsel,  his
wife, and his adult children,  and the two duplicate originals of the Consulting
Agreement,  signed by Bazata,  are all  delivered  to the  offices of the Bank's
counsel for  execution of the Agreement by the Bank  signatories.  If payment is
not made  within  thirty  days as  agreed,  interest  shall be due on the unpaid
balance at a rate of eighteen  percent  (18%) per year. If there is a collection
action,  the  prevailing  party in such suit shall be  entitled to an award of a
reasonable attorney's fee and costs of action.
<PAGE>
         3. Dismissal of Case No.  97-671-CIV-T-24A With Prejudice.  Because the
Mediator filed a mediation report following the mediation on April 22, 1998, the
United States District Court for the Middle District of Florida, Tampa Division,
has already  entered an Order,  dated  April 29,  1998,  dismissing  the lawsuit
without  prejudice to the right of any party to re-open the action  within sixty
(60) days,  for good cause.  That Order  provided  that the  parties  could also
submit a stipulated form of final  judgment.  The parties agree that the Court's
record should be clear that Case No.  97-671-CIV-T-24A  has been  dismissed with
prejudice,  since that is in fact their intent and  agreement,  and  accordingly
their counsel are directed,  through execution of this Agreement by the parties,
to file such  papers as may be  required  to record  the  dismissal  of Case No.
97-671-CIV-T-24A with prejudice, including but not limited to the Stipulation of
Dismissal  with  Prejudice  attached  as Exhibit  "A" to this  Agreement.  It is
expressly agreed and understood that this Agreement is conditioned upon and made
subject to the dismissal of Case No. 97-671-CIV-T-24A with prejudice. If for any
reason the dismissal  with  prejudice of that action is not  consummated,  or is
subsequently  vacated, then the Bank shall have the sole discretion to deem this
Agreement and the Consulting  Agreement null and void ab initio,  except for the
provisions of this paragraph,  and if the Bank exercises that discretion  Bazata
and his counsel shall immediately return to the Bank all monies paid pursuant to
this Agreement, and pursuant to the Consulting Agreement.

         4.  Bazata's  Wiaver of Future  Employment.  Bazata  waives any and all
rights to future employment with the Bank, and with any corporations  affiliated
with or related to the Bank,  specifically including American Bancshares,  Inc.,
and Freedom Finance Company, that he has now, or might have in the future, known
and unknown.  Bazata agrees that he will not apply in the future for  employment
with the Bank or with any of its related or affiliated  corporations,  and if he
does  apply for  re-employment  in breach of this  Agreement,  the Bank,  or the
affiliated  or  related  corporation,  as the  case  may be,  shall  be under no
obligation  to process  that  application,  but can  simply  advise him that his
application for employment is denied pursuant to this settlement.

         5.  Confidentiality  Commitments.  Except as permitted  herein,  Bazata
agrees to keep  strictly  confidential,  and promises  not to  disclose,  either
directly or indirectly, to any legal or natural person, the terms and conditions
of the  settlement  between the parties,  and the terms and  conditions  of this
Agreement and the Consulting  Agreement.  It will be  permissible  for Bazata to
disclose the terms and conditions of the settlement,  and of this Agreement, and
the  Consulting  Agreement,  to his attorneys,  his tax advisors,  his wife, his
adult children (with the exception of Jerry Bazata),  the IRS, the United States
District Court for the Middle  District of Florida,  and if required to do so by
Court  Order.  Bazata's  wife and adult  children  shall sign this  Agreement as
evidence of their own  promises  to respect  and adhere to this  confidentiality
commitment  of their  husband and  father.  If Bazata  wishes to  disclose  this
Agreement to his tax advisors or bankers,  he shall first obtain their agreement
to  maintain  the terms of the  settlement  in  complete  confidence.  Provided,
however,  that although Bazata is obligated to keep the terms of this settlement
in  confidence,  he and his wife  and his  adult  children  may  inform  private
citizens, who make inquiry regarding resolution of his lawsuit against the Bank,
Case No. 97-671-CIV-T-24A, that it has been "settled," and that the terms of the
settlement  are  "confidential,"  without in any way  revealing the terms of the
settlement. Similarly, Bazata's counsel may inform others that the case has been
settled.  Neither  Bazata,  nor his wife,  children,  counsel,  tax advisors nor
bankers  shall make any statement to media or press  respresentatives  regarding
either  the fact or  terms  of the  settlement  or of this  Agreement  or of the
Consulting  Agreement.  Further  provided,  that in the event  that an  officer,
director or employee of the Bank makes a material  misrepresentation  to a third
party concerning the terms of the settlement,  Bazata shall be permitted to make
a corrective statement to that third party after his counsel first discloses the
misrepresentation  to the Bank's  counsel and after the  parties  engage in good
faith discussions relating to the misrepresentation,  and in the event Bazata is
dissatisfied with any resolution proposed by the Bank.
<PAGE>
         6. Bazata's General  Release.  In consideration of the promises made by
the Bank in this  Agreement,  Bazata,  on his own  behalf,  and on behalf of his
relatives  and  heirs,  executors,   administrators,   assigns,  and  attorneys,
irrevocably  and  unconditionally  releases,  waives and forever  discharges the
Bank, the President of the Bank, Gerald L. Anthony,  the members of the Board of
Directors of the Bank, the Bank's employees,  insurance carriers, attorneys, and
consultants,  including Bill Thompson and any of Thompson's  business  entities,
and any of the Bank's  affiliated or related  corporations,  including  American
Bancshares,  Inc. and Freedom Finance Company, and all legal and natural persons
acting  by,  through,  under  or  in  concert  with  any  of  them  (hereinafter
collectively  "the Bank  releasees"),  of and from any and all claims,  actions,
causes of action, suits, debts, charges,  complaints,  liabilities,  obligatons,
promises, agreements, controversies, damages, and expenses (including attorney's
fees and costs), of any nature  whatsoever,  known or unknown,  in law or equity
that he ever had, or now has,  including,  without  limitation  of the foregoing
general  release,  (a) any claims  against the Bank  releasees  arising from any
alleged  violation of the ADA, the FMLA,  the Florida  Civil Rights Act,  COBRA,
ERISA,  Title VII of the Civil  Rights Act of 1964,  the Age  Discrimination  in
Employment   Act,  as  well  as  any  claims  based  on  any  other   employment
discrimination  laws, (b) any claim for any kind of insurance benefits under the
Bank's insurance  policies,  and (c) any claims against the Bank releasees based
on any other constitutional,  statutory, common law, or regulatory grounds. This
release does not waive, release, or discharge any claim based on a future breach
of this Agreement or of the Consulting Agreement.

         7. The Bank's General Release. In consideration of the promises made by
Bazata in this Agreement,  the Bank  irrevocably and  unconditionally  releases,
waives and forever discharges  Bazata,  his attorneys,  and all legal or natural
persons acting by,  through,  under, or in concert with him, of and from any and
all  claims,  actions,  causes of action,  suits,  debts,  charges,  complaints,
liabilities,  obligations,  promises,  agreements,  controversies,  damages, and
expenses (including attorney's fees and costs), of any nature whatsoever,  known
or unknown, in law or equity, that it ever had, or now has, including any claims
against Bazata based on any constitutional, statutory, common law, or regulatory
grounds. This release does not waive, release, or discharge any claim based on a
future breach of this Agreement or of the Consulting Agreement.

         8.  Non-Admission.  It is  understood  and agreed that the execution of
this Agreement,  and the Consulting Agreement,  by the Bank, does not constitute
an admission by the Bank that it has violated any law, statute, rule, regulation
or  ordinance of the United  States or of the State of Florida,  or of any local
governmental  entity,  with respect to Bazata or in any other  matter.  The Bank
expressly  denies any liability;  this  settlement  represents the compromise of
disputed claims.

         9. Bazata's  Understanding of this Agreement.  Bazata acknowledges that
he has been  represented  by counsel,  Michael  Taaffe,  Esq., and Stuart Young,
Esq.,  throughout  the period this settlment was  negotiated,  that he consulted
numerous  times with his counsel about the  advisability  of settlement  and the
terms of this settlement, that he has reviewed the terms of this settlement with
his counsel, and that his decision to enter into this settlement is based on the
advice  of his  counsel.  Bazata  further  acknowledges  that he has  read  this
Agreement  and  understands  it. He agrees  that he has been given a  reasonable
period of time  within  which to consider  this  Agreement,  and the  Consulting
Agreement, as well as to consider the terms of the settlement,  and acknowledges
that he is executing the Agreement on a voluntary  basis.  Bazata agrees that he
is aware that this Agreement  releases all claims he may have,  whether known or
unknown, against the Bank and the Bank releasees, as well as any future right of
re-employment with the Bank or with any corporations  affiliated with or related
to the Bank. Bazata and his attorneys,  agree, represent and warrant that he has
the mental capacity to enter into this settlement,  notwithstanding  the effects
of his stroke in October, 1995.

         10.  Materiality of All Conditions and  Obligations.  The parties agree
that all of the  conditions  and  obligations in this Agreement are material and
that the  non-occurence  or breach of any such  condition or  obligation  by any
party is not  allowed  and shall  result in the  non-breaching  party or parties
being entitled to assert any and all rights they may have in law or equity.

         11. Arbitration. The parties agree that all disputes concerning alleged
breaches of the Agreement made by the parties shall be decided by arbitration in
accordance with the Rules of the American Arbitration Association,  and with the
assistance of the American Arbitration Association. In such an arbitration,  the
arbitrator  shall  be  authorized  to award  any  legal  or  equitable  remedies
available at law. The  prevailing  party in an arbitration  brought  pursuant to
this Agreement shall be entitled to an award of a reasonable  attorney's fee and
costs of action.  Any arbitration  award may be enforced in court as provided by
law.
<PAGE>
         11.  Governing Law. This Agreement shall be governed in accordance with
the laws of the State of  Florida to the extent  that  state  law,  rather  than
federal common law, is applicable.

         12.  Execution.  There  shall  be  four  duplicate  originals  of  this
Agreement,  one for each party, and one for the counsel for each party. The Bank
signatories  will execute both the duplicate  originals of the Agreement and the
duplicate  originals of the Consulting  Agreement promptly following delivery of
same to the offices of the Bank's counsel.

        13. Other  Agreements.  The parties hereto agree that the this Agreement
and the Consulting  Agreement are the only agreements between the parties,  with
the  exception  of a  handwritten  term  sheet  drafted  and  signed  after  the
mediation,  which this Agreement,  and the Consulting  Agreement,  state in more
formal  language,  and that  there  are no other  agreements,  oral or  written,
between them relating to any matters covered by this Agreement or the Consulting
Agreement, or relating to any other matter whatsoever.


FOR BAZATA:                                          FOR THE BANK:

---------------------------                 ----------------------------
James J. Bazata, on behalf                  Gerald A. Anthony, on behalf
of himself, his heirs,                      of American Bank and the
executors, administrators                   Bank releasees
and assigns

---------------------------                 ----------------------------
Date                                        Date



The following three  signatories  agree to the  confidentiality  commitments set
forth in paragraph 5 of this Agreement:


--------------------                        ---------------------------
Mrs. James J. Bazata                        James J. Bazata

--------------------                        ---------------------------
Date                                        Date


--------------------
Jill A. Bratcher

--------------------
Date

                             ADDITIONAL SIGNATORIES



ADDITIONAL BAZATA SIGNATORIES:      ADDITIONAL BANK SIGNATORIES:



----------------------                      ----------------------
Michael Taaffe, Esq.                        Gary Russ
Plaintiff's Counsel                         Chairman of the Board

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Date                                        Date



----------------------                      ----------------------
Stuart Young, Esq.                          John McAdams, Esq.
Plaintiff's counsel                         Bank Counsel

----------------------                      ----------------------
Date                                        Date