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                                                                   EXHIBIT 10.14

                              SEPARATION AGREEMENT

          THIS SEPARATION AGREEMENT (this "AGREEMENT") is entered into as of
_______ __, ____, by and between Donald J. Edwards ("EDWARDS") and First
Acceptance Corporation (f/k/a Liberte Investors Inc.), a Delaware corporation
(the "COMPANY"). The Company and Edwards are sometimes collectively referred to
herein as the "PARTIES" and individually as a "PARTY."

          WHEREAS, Edwards and the Company are parties to the Employment
Agreement, dated as of July 1, 2002 (the "EMPLOYMENT AGREEMENT"), which sets
forth the terms and conditions of Edwards' employment as President and Chief
Executive Officer of the Company;

          WHEREAS, the Company granted Edwards options (the "OPTIONS") to
purchase 2,573,678 shares of its common stock, par value $.01 per share ("COMMON
STOCK"), pursuant to the Nonqualified Stock Option Grant Agreement, dated July
9, 2003 (the "OPTION GRANT AGREEMENT");

          WHEREAS, the Company, USAH Merger Sub, Inc., a Delaware corporation
and direct wholly-owned subsidiary of the Company ("MERGER SUB"), USAuto
Holdings, Inc., a Delaware corporation ("USAUTO"), and the stockholders of
USAuto are parties to the Agreement and Plan of Merger, dated as of December __,
2003 (the "MERGER AGREEMENT"), pursuant to which USAuto will merge with and into
Merger Sub upon the terms and subject to the conditions set forth therein (the
"MERGER"); and

          WHEREAS, upon the Merger becoming effective and pursuant to the terms
and conditions set forth in this Agreement, Edwards' employment as an employee
and officer of the Company will terminate.

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the Parties agree as follows:

          1.    SEPARATION AGREEMENTS.

          (a)   Subject to the terms and conditions set forth in this Agreement,
Edwards hereby resigns, and the Company accepts Edwards' resignation, from his
position as President and Chief Executive Officer of the Company (the
"SEPARATION"). Such Separation shall be deemed effective as of the Closing Date
(the "SEPARATION DATE").

          (b)   In connection with the Separation, and in consideration for the
execution, delivery and effectiveness of the General Release attached as EXHIBIT
A hereto by Edwards, the Company shall promptly pay to Edwards all of the
compensation contemplated by Section 5(d) of the Employment Agreement, which
compensation consists of the following: (i) any unpaid Base Salary (as defined
in the Employment Agreement) due to Edwards for all periods prior to the
Separation Date; (ii) Edwards' accrued PTO (as defined in the Employment
Agreement); and

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(iii) a lump sum amount equal to (x) the present value (based on a rate of 4.75%
per annum) of all remaining Base Salary obligations through the end of the term
of the Employment Agreement plus (y) an amount equal to the higher of Edwards'
most recent annual bonus or target bonus agreed upon by the Company's Board of
Directors for the year in which the Separation occurs. The Company and Edwards
agree that the amount described in clause (iii) of the immediately preceding
sentence shall be $1,659,000. In addition, during the period beginning on the
date hereof and ending on July 1, 2007, the Company shall provide Edwards with
medical and dental insurance coverage for himself and for his family on terms
and in amounts consistent with the medical and dental insurance coverage made
available to the Company's senior management.

          (c)   As a condition to the Separation, the Company hereby assigns and
transfers to [NEW ENTITY TO BE FORMED BY EDWARDS] (the "NEW EDWARDS ENTITY"),
subject to obtaining the landlord's consent, all of the Company's rights, title
and interest in and under the lease for the office space located at 676 North
Michigan Avenue, Suite 3300, Chicago, Illinois 60611 (the "CHICAGO LEASE") and
all furniture, fixtures and other personal property located therein, which
transfer of furniture, fixtures and other personal property shall be made
pursuant to a customary bill of sale, and the New Edwards Entity hereby assumes
all of the Company's obligations under the Chicago Lease and becomes entitled to
all of the Company's rights thereunder. In further consideration of the
Separation and, for the benefit of the Company, the execution and delivery by
Edwards, and the effectiveness of, the General Release attached as EXHIBIT A
hereto, the Company shall reimburse the New Edwards Entity for all obligations
and expenses incurred by the New Edwards Entity under the Chicago Lease (as in
effect on the Closing Date), including the obligations to make rental payments
thereunder and pay the expenses and real estate taxes specified therein
(collectively, the "LEASE OBLIGATIONS"), as and when such Lease Obligations are
incurred by the New Edwards Entity through the end of the term of the Chicago
Lease (as in effect on the Closing Date). The Company shall reimburse the New
Edwards Entity for payment of the Lease Obligations within 5 business days of
receipt of written notice from the New Edwards Entity requesting such
reimbursement, which notice shall include evidence of payment by the New Edwards
Entity of the Lease Obligations with respect to which the New Edwards Entity is
requesting reimbursement.

          (d)   Notwithstanding anything to the contrary contained in the Option
Grant Agreement, the Company and Edwards agree that, effective as of the
Separation Date, all of the Options granted to Edwards pursuant to the Option
Grant Agreement, including any additional Options issued to Edwards pursuant to
Section 12 of the Option Grant Agreement in connection with the consummation of
the Rights Offering (as defined below), shall become fully vested and
exercisable for all purposes under the Option Grant Agreement. In addition, the
Company and Edwards agree that, notwithstanding anything to the contrary
contained in the Option Grant Agreement, Edwards shall be entitled to exercise
the Options at any time prior to 5 p.m. on July 9, 2012. The Company and Edwards
further agree that effective immediately following the consummation of the
Rights Offering and the issuance of additional Options to Edwards pursuant to
Section 12 of the Option Grant Agreement in connection therewith, Section 12 of
the Option Grant Agreement shall be of no further force or effect, the Option
Grant Agreement shall be amended by deleting Section 12 therefrom in its
entirety and Edwards shall no longer be entitled to issuances of additional
Options in connection with future offerings of the Company's equity securities.
The term "RIGHTS OFFERING" as used herein means the grant by the Company to its

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stockholders of the right to acquire up to 12,500,000 shares of its Common
Stock, at an offering price per share that will result in the Company realizing
at least $50,000,000 in gross proceeds from such offering and the issuance of
such Common Stock pursuant thereto in order to finance a portion of
consideration to be paid in connection with the Merger and any transactions or
other actions taken in furtherance or a result thereof.

          (e) In consideration of the agreements set forth in this SECTION 1,
Edwards agrees to execute the General Release attached as EXHIBIT A hereto.

          2.    SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the Company and its affiliates, successors and assigns
and shall be binding upon and inure to the benefit of Edwards and his legal
representatives and assigns.

          3.    MODIFICATION OR WAIVER. No amendment, modification or waiver of
this Agreement shall be binding or effective for any purpose unless it is made
in a writing signed by the Party against whom enforcement of such amendment,
modification or waiver is sought. No course of dealing between the Parties to
this Agreement shall be deemed to affect or to modify, amend or discharge any
provision or term of this Agreement. No delay on the part of the Company or
Edwards in the exercise of any of their respective rights or remedies shall
operate as a waiver thereof, and no single or partial exercise by the Company or
Edwards of any such right or remedy shall preclude other or further exercises
thereof. A waiver of right or remedy on any one occasion shall not be construed
as a bar to or waiver of any such right or remedy on any other occasion.

          4.    GOVERNING LAW. All issues and questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall
be governed by, and construed in accordance with, the laws of the State of
Illinois, without giving effect to any choice of law or conflict of law rules or
provisions (whether of the State of Illinois or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State
of Illinois.

          5.    SEVERABILITY. Whenever possible each provision and term of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision or term of this Agreement shall be held to
be prohibited by or invalid under such applicable law, then such provision or
term shall be ineffective only to the extent of such prohibition or invalidity,
without invalidating or affecting in any manner whatsoever the remainder of such
provision or term or the remaining provisions or terms of this Agreement.

          6.    NO STRICT CONSTRUCTION. The language used in this Agreement
shall be deemed to be the language chosen by the Parties hereto to express their
mutual intent, and no rule of strict construction shall be applied against any
Party.

          7.    NOTICE. All notices and other communications hereunder shall be
in writing and shall be deemed duly given (a) on the date of delivery if
delivered personally, or upon confirmation of receipt if delivered by telecopy
or facsimile (but only if a copy of such telecopy or facsimile is delivered to
the recipient by a recognized next-day

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courier service), (b) on the first business day following the date of dispatch
if delivered by a recognized next-day courier service or (c) on the fifth
business day following the date of mailing if delivered by registered or
certified mail, return receipt requested, postage prepaid. All notices hereunder
shall be delivered as set forth below, or pursuant to such other instructions as
have been previously designated in writing to the party sending such notice by
the party to receive such notice:

         THE COMPANY:

         First Acceptance Corporation
         3813 Green Hills Village Drive Nashville,
         Tennessee 37215 Fax:  (615) 844-2898
         Attention:  Stephen J. Harrison

         EDWARDS:

         Donald J. Edwards
         676 North Michigan Avenue, Suite 3300
         Chicago, Illinois 60611
         Fax: (312) 327-4525

          8.    CAPTIONS. The captions used in this Agreement are for
convenience of reference only and do not constitute a part of this Agreement and
shall not be deemed to limit, characterize or in any way affect any provision of
this Agreement, and all provisions of this Agreement shall be enforced and
construed as if no caption had been used in this Agreement.

          9.    COUNTERPARTS. This Agreement may be executed in counterparts,
any one of which need not contain the signatures of more than one Party, but all
such counterparts taken together shall constitute one and the same instrument.

                                     * * * *

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          IN WITNESS WHEREOF, the undersigned have executed this Separation
Agreement as of the date first above written.

                                          FIRST ACCEPTANCE CORPORATION


                                          By:
                                                --------------------------------

                                          Its:
                                                --------------------------------


                                          --------------------------------------
                                          Donald J. Edwards

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                                                                       Exhibit A

                                 GENERAL RELEASE

     I, Donald J. Edwards, in consideration of and subject to the performance by
First Acceptance Corporation, a Delaware corporation (together with its
Subsidiaries, the "COMPANY"), of its material obligations under the Separation
Agreement, dated as of __________ __, 2004 (the "AGREEMENT"), do hereby release
and forever discharge as of the date hereof the Company and all present and
former directors, officers, agents, representatives, employees, successors and
assigns of the Company and its direct or indirect owners (collectively, the
"RELEASED PARTIES") to the extent provided below.

1.   I understand that any payments or benefits paid or granted to me under
     Section 1 of the Agreement represent, in part, consideration for signing
     this General Release and are not salary, wages or benefits to which I was
     already entitled. I understand and agree that I will not receive the
     payments and benefits specified in Section 1 of the Agreement unless I
     execute this General Release and do not revoke this General Release within
     the time period permitted hereafter or breach this General Release.

2.   Except as provided in paragraph 4 below and except for any Claims (as
     defined below) arising out of the Agreement, I knowingly and voluntarily
     release and forever discharge the Company and the other Released Parties
     from any and all claims, controversies, actions, causes of action,
     cross-claims, counter-claims, demands, debts, compensatory damages,
     liquidated damages, punitive or exemplary damages, other damages, claims
     for costs and attorneys' fees, or liabilities of any nature whatsoever in
     law and in equity, both past and present (through the date of this General
     Release) and whether known or unknown, suspected, or claimed against the
     Company or any of the Released Parties which I, my spouse, or any of my
     heirs, executors, administrators or assigns, may have, which arise out of
     or are connected with my employment with, or my separation from, the
     Company (including, but not limited to, any allegation, claim or violation,
     arising under: Title VII of the Civil Rights Act of 1964, as amended; the
     Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967,
     as amended (including the Older Workers Benefit Protection Act); the Equal
     Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990;
     the Family and Medical Leave Act of 1993; the Civil Rights Act of 1866, as
     amended; the Worker Adjustment Retraining and Notification Act; the
     Employee Retirement Income Security Act of 1974; any applicable Executive
     Order Programs; the Fair Labor Standards Act; or their state or local
     counterparts; or under any other federal, state or local civil or human
     rights law, or under any other local, state, or federal law, regulation or
     ordinance; or under any public policy, contract or tort, or under common
     law; or arising under any policies, practices or procedures of the Company;
     or any claim for wrongful discharge, breach of contract, infliction of
     emotional distress, defamation; or any claim for costs, fees, or other
     expenses, including attorneys' fees incurred in these matters) (all of the
     foregoing collectively referred to herein as the "CLAIMS").

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3.   I represent that I have made no assignment or transfer of any right, claim,
     demand, cause of action or other matter covered by paragraph 2 above.

4.   I agree that this General Release does not waive or release any rights or
     claims that I may have under the Age Discrimination in Employment Act of
     1967 which arise after the date I execute this General Release. I
     acknowledge and agree that my separation from employment with the Company
     in compliance with the terms of the Agreement shall not serve as the basis
     for any claim or action (including, without limitation, any claim under the
     Age Discrimination in Employment Act of 1967).

5.   In signing this General Release, I acknowledge and intend that it shall be
     effective as a bar to each and every one of the Claims hereinabove
     mentioned or implied. I expressly consent that this General Release shall
     be given full force and effect according to each and all of its express
     terms and provisions, including those relating to unknown and unsuspected
     Claims (notwithstanding any state statute that expressly limits the
     effectiveness of a general release of unknown, unsuspected and
     unanticipated Claims), if any, as well as those relating to any other
     Claims hereinabove mentioned or implied. I acknowledge and agree that this
     waiver is an essential and material term of this General Release and that
     without such waiver the Company would not have agreed to the terms of the
     Agreement. I further agree that in the event I should bring a Claim seeking
     damages against the Company, or in the event I should seek to recover
     against the Company in any Claim brought by a governmental agency on my
     behalf, this General Release shall serve as a complete defense to such
     Claims. I further agree that I am not aware of any pending charge or
     complaint of the type described in paragraph 2 hereof as of the execution
     of this General Release.

6.   I agree that neither this General Release, nor the furnishing of the
     consideration for this General Release, shall be deemed or construed at any
     time to be an admission by the Company, any Released Party or myself of any
     improper or unlawful conduct.

7.   I agree that I will forfeit all amounts payable by the Company pursuant to
     Section 1 of the Agreement if I challenge the validity of this General
     Release. I also agree that if I violate this General Release by suing the
     Company or the other Released Parties, I will pay all costs and expenses of
     defending against the suit incurred by the Released Parties, including
     reasonable attorneys' fees, and return all payments received by me pursuant
     to Section 1 the Agreement.

8.   I agree to reasonably cooperate with the Company in any internal
     investigation or administrative, regulatory or judicial proceeding. I
     understand and agree that my cooperation may include, but not be limited
     to, making myself available to the Company upon reasonable notice for
     interviews and factual investigations; appearing at the Company's request
     to give testimony without requiring service of a subpoena or other legal
     process; volunteering to the Company pertinent information; and turning
     over to the Company all relevant documents which are or may come into my
     possession all at times and on schedules that are reasonably consistent
     with my other permitted activities and commitments. I understand that in
     the event the Company asks for my cooperation in

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     accordance with this provision, the Company will reimburse me solely for
     reasonable travel expenses, including lodging and meals, upon my submission
     of receipts.

9.   Notwithstanding anything in this General Release to the contrary, this
     General Release shall not relinquish, diminish, or in any way affect any
     rights or claims arising out of any breach by the Company or by any
     Released Party of the Agreement.

10.  Whenever possible, each provision of this General Release shall be
     interpreted in, such manner as to be effective and valid under applicable
     law, but if any provision of this General Release is held to be invalid,
     illegal or unenforceable in any respect under any applicable law or rule in
     any jurisdiction, such invalidity, illegality or unenforceability shall not
     affect any other provision or any other jurisdiction, but this General
     Release shall be reformed, construed and enforced in such jurisdiction as
     if such invalid, illegal or unenforceable provision had never been
     contained herein.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

     1.   I HAVE READ IT CAREFULLY;

     2.   I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT
          RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE
          DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED; TITLE VII OF THE
          CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963; THE
          AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT
          INCOME SECURITY ACT OF 1974, AS AMENDED;

     3.   I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

     4.   I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT
          AND HAVE DONE SO, OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE
          CHOSEN NOT TO DO SO OF MY OWN VOLITION;

     5.   I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS
          RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON _______________ __, _____
          TO CONSIDER IT AND THE CHANGES MADE SINCE THE _______________ __,
          _____ VERSION OF THIS RELEASE ARE NOT MATERIAL AND WILL NOT RESTART
          THE REQUIRED 21-DAY PERIOD;

     6.   THE CHANGES TO THE AGREEMENT SINCE _______________ ___, _____ EITHER
          ARE NOT MATERIAL OR WERE MADE AT MY REQUEST;

     7.   I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS
          RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL

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          NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS
          EXPIRED;

     8.   I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH
          THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT;
          AND

     9.   I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE
          AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN
          WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY
          ME.


DATE: ___________ __, ______                      ------------------------------
                                                  Donald J. Edwards

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