<PAGE>
                                                                    EXHIBIT 10.3

                            PRIVATE AND CONFIDENTIAL
                     SEPARATION AND NON-DISCLOSURE AGREEMENT

         THIS AGREEMENT, dated the 13th day of July 2004, by and between King
Pharmaceuticals, Inc., a Tennessee corporation, having its offices at 501 Fifth
Street, Bristol, Tennessee ("Company") and Jefferson J. Gregory (hereinafter
referred to as "Mr. Gregory").

                                   WITNESSETH:

         WHEREAS, Mr. Gregory was employed by the Company as Chief Executive
Officer and served as Chairman of and as a director on the Company's Board of
Directors and as a director and officer of each of the Company's subsidiaries;
and

         WHEREAS, Mr. Gregory resigned from his employment with the Company as
Chief Executive Officer effective May 14, 2004; and

         WHEREAS, Mr. Gregory also resigned from his positions as Chairman of
and as a director on the Company's Board of Directors effective May 14, 2004,
and from his positions as a director and officer of each of the Company's
subsidiaries effective May 14, 2004; and

         WHEREAS, the Company is willing to provide monetary remuneration to Mr.
Gregory in return for certain covenants, agreements, releases and waivers all as
hereinafter set forth.

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

         1. Effective Date of Separation. The effective date of Mr. Gregory's
resignation from his position of Chief Executive Officer is May 14, 2004 (the
"Effective Date"). The effective date of Mr. Gregory's resignation from his
positions as Chairman and as a director on the Company's Board of Directors is
May 14, 2004. Further, the effective date of Mr. Gregory's resignation from his
positions as a director and officer of each of the Company's subsidiaries is May
14, 2004. The Company is accepting Mr. Gregory's resignation effective May 14,
2004 and agrees that Mr. Gregory shall continue to be covered by the Company's
health insurance until May 14, 2005 or until Mr. Gregory shall become eligible
for health care coverage through his employment with another entity, whichever
first occurs. Mr. Gregory shall have such rights as he may have under applicable
law to continue health coverage at his own expense for such additional periods
of time as is available under applicable law or to terminate such coverage or to
procure his own separate coverage as he may elect after his company health
coverage expires.


<PAGE>

         2. Consideration. Upon the full execution of this Agreement, the
Company shall pay to Mr. Gregory a lump sum which represents two (2) years of
his current annual salary and Target Bonus (80% of annual salary), as defined in
the Company's 2004 Management Incentive Plan, as adjusted pursuant to the terms
of this Paragraph 2 (the "Separation Payment"). The total gross amount due Mr.
Gregory is Two Million Three Hundred Forty Thousand Dollars ($2,340,000,000).
Applicable withholding taxes shall be deducted from such gross amount. However,
the Company will indemnify and reimburse Mr. Gregory for any additional future
excise taxes assessed by the Internal Revenue Service on the above Separation
Payment.

         3. Payment. The Separation Payment shall be fully due and payable to
Mr. Gregory upon the expiration of the seven (7) day revocation period set forth
in Paragraph 9 of this Agreement. Such payment in full shall be delivered by the
Company in the form of a check made payable to Mr. Gregory which shall be hand
delivered to Mr. Gregory, or by wire transfer to an account designated by Mr.
Gregory, at the expiration of said revocation period or as soon thereafter as
possible.

         4. Company Property. Also, in consideration of the payment of the
amount specified in Paragraph 2 above, Mr. Gregory agrees that all ideas,
inventions, trade secrets, know how, documents and data ("Creative Property")
developed either during, in connection with, or pursuant to his employment with
the Company or in connection with or pursuant to the terms and conditions of
this Agreement with the Company always have been and shall remain the exclusive
property of the Company. Mr. Gregory agrees to provide all reasonable assistance
to the Company in perfecting and maintaining its rights to Creative Property.
Mr. Gregory further agrees that the Company shall have the right to use the
Creative Property for any purpose without additional compensation to Mr.
Gregory. However, the Company agrees that if any such assistance is requested of
Mr. Gregory then the Company shall reimburse Mr. Gregory for his reasonable time
and expenses.

         Further, Mr. Gregory agrees to return and surrender possession of all
property of the Company, of any nature whatsoever, including but not limited to
keys, other methods of entry or access to the Company's physical premises,
identification badges, memoranda, notes, records, reports, computer hardware and
software, cellular phones and other communication devices, and any other Company
information, material, or equipment (or copies thereof) in Mr. Gregory's control
or possession as of the Effective Date of his resignation as set forth in
Paragraph 1 above.

         5. Confidential Information. Mr. Gregory agrees that he will not use or
disclose any confidential information, trade secret, or proprietary information,
whatever their form, obtained from or by virtue of his association with the
Company including but not limited to information about costs, profits, budgets,
finances, markets, sales, customers, potential customers, products,
formulations, pricing policies, operational methods or technical processes. Mr.
Gregory agrees not to communicate to any other person or entity about the
nature, quality or quantity of work. Mr. Gregory agrees not to display for any
purpose any document or portion thereof or any copy or reproduction


                                       2
<PAGE>

thereof, belonging to, or pertaining to the Company without due written
authorization from the Company. To the extent not inconsistent with this
Paragraph 5, nothing herein shall in any way prevent Mr. Gregory from utilizing
his general business, management and financial skills, techniques and abilities,
including any publicly available filings, documents or information concerning
the Company.

         6. Agreement Not to Compete. Mr. Gregory agrees that for a period of
twelve (12) months after the Effective Date of this Agreement he will not accept
any employment, whether as an owner, partner, director, officer, employee,
agent, independent contractor, consultant, or in any other capacity
(collectively referred to as "Employment" for purposes of this paragraph) with
any entity the business of which directly competes with the Company's business
in any geographical area in which the Company markets its products. Mr. Gregory
agrees and acknowledges that this provision will preclude him from accepting
Employment with any entity the business of which competes with any of the
products or business lines of the Company as they exist immediately prior to Mr.
Gregory's acceptance of such Employment. However, this provision will not
preclude Mr. Gregory from remaining employed by an entity that, subsequent to
the beginning of Mr. Gregory's Employment with such entity, becomes in
competition with the Company's business as the result of an expansion of the
scope of the Company's business. Should Mr. Gregory wish to accept Employment
with an entity whose business is not clearly outside the scope of the
restrictions provided for in this paragraph, Mr. Gregory must seek a
determination from the Chief Executive Officer of the Company and the
Compensation and Human Resources Committee of its Board of Directors and obtain
permission from the same to accept such Employment. The decision of the Chief
Executive Officer of the Company and the Compensation and Human Resources
Committee of its Board of Directors shall be delivered in writing to Mr. Gregory
within fourteen (14) business days. The Chief Executive Officer of the Company
and the Compensation and Human Resources Committee of its Board of Directors may
not unreasonably withhold such permission if said entity's business does not
directly compete with the Company's business as it exists at that time.

         7. Solicitation of the Company's Employees. Mr. Gregory agrees that for
a period of twenty-four (24) months from the Effective Date of this Agreement,
he will not participate in recruiting or soliciting any Company employee. Should
Mr. Gregory wish to discuss possible employment with any then-current Company
employee during the twenty-four (24) month period set forth above, he may
request permission to do so by seeking and obtaining a written exception to this
provision from the Chief Executive Officer of the Company and the Compensation
and Human Resources Committee of its Board of Directors; provided, however, Mr.
Gregory agrees that he will not discuss any employment possibility with such
employees prior to securing the Company's permission. Should the Company decline
to grant such permission, Mr. Gregory agrees that he will not at any time,
either during or after the non-solicitation period set forth above, advise the
employee concerned that he/she was the subject of a request under this paragraph
or that the Company refused to grant Mr. Gregory the right to discuss an
employment possibility with him/her.


                                       3
<PAGE>

         8. Covenant to Protect the Company. Mr. Gregory agrees: (i) not to make
any public statement or statements to the press concerning Company business
objectives, status of its securities, its management practices, or other
sensitive information without first receiving the Company's written approval;
(ii) that he will not divulge or disclose any proprietary or confidential
information to any third party, except his personal legal advisor, without the
prior written consent of the Company (any disclosure of such information by any
of Mr. Gregory's advisors shall be considered a disclosure by Mr. Gregory) (iii)
that he shall not make or publish any statement either orally or in writing
which he knows or reasonably should know may cause harm to the Company, its
Board of Directors, officers or its employees or agents.

         The Company agrees that the Company's directors and officers who are
subject to the reporting requirements of Section 16 of the Securities Exchange
Act of 1934 ("Section 16 Officers") will not make to any third party or any
employee of the Company, including without limitation the news media, any
written or oral statements critical of Mr. Gregory's character, integrity, or
job performance, or request any other person to do so.

         9. Release. Except for obligations of the Company arising under or
continuing pursuant to this Agreement, including specifically but not limited to
the provisions of Paragraph 10, Indemnification, Mr. Gregory hereby forever
waives for himself, his attorneys, heirs, executors, administrators, successors
and assigns fully and forever any claims against the Company, its partners, any
related or affiliated company (including, without limitation King
Pharmaceuticals, Inc., Monarch Pharmaceuticals, Inc., Jones Pharma Incorporated,
Parkedale Pharmaceuticals, Inc., King Pharmaceuticals Research and Development,
Inc., Meridian Medical Technologies, Inc., their predecessors, successors,
assigns, partners, officers, directors, agents, representatives, attorneys or
employees), for any action or inaction, loss, expense or any damages of whatever
nature arising from any occurrence or occurrences, known or unknown, from the
beginning of time until the Effective Date of this Agreement. Without
limitation, Mr. Gregory specifically waives any claim arising under the FAIR
LABOR STANDARDS ACT ("FLSA"), the AMERICANS WITH DISABILITIES ACT ("ADA"), the
AGE DISCRIMINATION IN EMPLOYMENT ACT ("ADEA"), and the REHABILITATION ACT (as
codified in 29 U.S.C. Sections 701 et seq.), or their state counterparts; claims
under TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, as amended, TITLE VII OF THE
CIVIL RIGHTS ACT OF 1991, as amended, the FAMILY MEDICAL LEAVE ACT ("FMLA"), the
NATIONAL LABOR RELATIONS ACT ("NLRA"), or any state counterpart; or any other
claims or causes of action emanating from common law, breach of contract,
statute or code, ordinance, rule or regulation. Further, Mr. Gregory represents
and warrants, with the understanding that such representation and warranty is
material to this transaction, that he has no current intention to, and will not
in the future, assert, in any manner or by any means, any such claim before any
federal, state or local judicial or administrative agency or body.

         Mr. Gregory, by his signature, represents and acknowledges that the
Company has advised him to consult with an attorney; that he has twenty-one (21)
days


                                       4

<PAGE>

from the date this Agreement is presented to him within which to consider this
Agreement; and that he has seven (7) days following the execution of this
Agreement within which to revoke this Agreement. Further, Mr. Gregory
acknowledges by his signature that he intends for this Agreement to become
effective upon its execution and that the Separation Payment identified herein
will be paid in accordance with Paragraph 3 of this Agreement.

         10. Indemnification. (a) (i) The Company shall indemnify, defend and
hold harmless Mr. Gregory (the "Indemnified Party"), who has been a director and
officer of the Company and/or any of its Subsidiaries against all losses,
claims, damages, costs and expenses (including reasonable attorneys' fees),
liabilities, judgments and, subject to the proviso of this sentence, settlement
amounts that are paid or incurred in connection with any claim, action, suit,
proceeding or investigation (whether civil, criminal, administrative or
investigative and whether asserted or claimed prior to, at or after the
Effective Date) that is (i) based on, or arises out of, the fact that such
Indemnified Party is or was a director or officer of the Company or any of its
Subsidiaries, or (ii) based on, or arising out of, or pertaining to this
Agreement or the transactions contemplated hereby, in each case to the fullest
extent a corporation is permitted under applicable law to indemnify its own
directors or officers, as the case may be ("Indemnified Liabilities"); provided,
however, that the Company shall not be liable for any settlement of any claim
effected without its written consent (which consent shall not be unreasonably
withheld). Without limiting the foregoing, in the event that any such claim,
action, suit, proceeding or investigation is brought against the Indemnified
Party (whether arising prior to or after the Effective Date), (w) the Company
following the Effective Date will pay all expenses of the disposition of any
such claim, action, suit, proceeding or investigation to the Indemnified Party
to the full extent permitted by applicable law promptly after statements
therefore are received and otherwise advance to such Indemnified Party upon
request reimbursement of documented expenses reasonably incurred, in either case
to the extent not prohibited by the Tennessee Business Corporation Act (TBCA);
provided, however, that the person to whom expenses are advanced provides any
undertaking required by applicable law to repay such advance if it is ultimately
determined that such person is not entitled to indemnification; (x) the
Indemnified Party shall retain counsel reasonably satisfactory to the Company;
(y) the Company following the Effective Date shall pay all reasonable fees and
expenses of such counsel for the Indemnified Parties (subject to the penultimate
sentence of this paragraph) and all costs and expenses of the Indemnified Party
in connection with seeking and obtaining indemnification from the Company, in
each case promptly as statements therefore are received; and (z) the Company
following the Effective Date shall use all commercially reasonable efforts to
assist in the defense of any such matter. In the event of any dispute as to
whether the Indemnified Party's conduct complies with the standards set forth
under the TBCA and the Company Charter or Company By-laws, a determination shall
be made by independent counsel mutually acceptable to the Company following the
Effective Date and the Indemnified Party (the "Independent Counsel"); provided,
however, that the Company following the Effective Date shall not be liable for
any settlement effected without its written consent (which consent shall not be
unreasonably withheld). Without


                                       5
<PAGE>

limiting the foregoing, to the extent that the Indemnified Party is, by reason
of the fact that such Indemnified Party is or was a director or officer of the
Company or any of its Subsidiaries, a witness in any claim, action, suit,
proceeding or investigation to which the Indemnified Party is not a party, such
Indemnified Party shall be indemnified and held harmless against all costs and
expenses in connection therewith.

         (ii) The Company shall not enter into any settlement of any claim in
which the Company is jointly liable with the Indemnified Party (or would be if
joined in such claim) unless such settlement provides for a full and final
release of all claims asserted against the Indemnified Party.

    (b) Except to the extent required by law, the Company following the
Effective Date shall not take any action so as to amend, modify, limit or repeal
the provisions for indemnification of the Indemnified Party contained in the
certificates or articles of incorporation or by-laws (or other comparable
charter documents) of the Company and its Subsidiaries following the Effective
Date in such a manner as would adversely affect the rights of the Indemnified
Party to be indemnified by such corporations in respect of his serving in such
capacities prior to the Effective Date. The Company following the Effective Date
shall honor all of its indemnification obligations to the Indemnified Party
existing as of the Effective Date and shall maintain in effect adequate
directors' and officers' liability insurance with respect to such
indemnification obligations.

    (c) The provisions of this Section are intended to be for the benefit of,
and shall be enforceable by, the Indemnified Party and his heirs and legal
representatives, and shall be in addition to, and shall not impair, any other
rights an indemnified party may have under the Company Charter, other
organizational documents of the Company or any of its Subsidiaries, the TBCA or
otherwise.

         11. Remedy. By their signatures, the parties recognize and agree that
monetary damages alone for breach of this Agreement may not adequately
compensate the other party for any breach of this Agreement, and in the event of
any breach or threatened breach thereof, such party shall be entitled to
injunctive relief, both temporary and permanent, as well as, and in addition to,
all other available remedies, including such damages as may be permitted by law,
all of which shall be cumulative and not exclusive. Each party hereto hereby
waives any requirements for the posting of a bond by the other party in
connection with any injunctive relief as it may seek as set forth herein.




                                       6

<PAGE>


         12. Cooperation . Mr. Gregory agrees that he will fully cooperate with
the Company, its attorneys, agents, representatives, and employees with respect
to all past or pending legal and business matters that have arisen or may arise
whether potential or actual. However, Mr. Gregory's obligations with respect to
business matters under this Paragraph shall expire as of May 14, 2005.
Cooperation includes but is not limited to release of documents, review of
documents, and attending depositions, hearings, and trials on reasonable notice,
with the understanding that the Company will not provide Mr. Gregory with any
inside information without the written permission of Mr. Gregory.

         13. Governing Law. This Agreement and its Exhibits shall be governed by
the laws of the State of Tennessee, and they constitute the entire and exclusive
agreement between the parties hereto with respect to Mr. Gregory's resignation
of employment and any rights and duties owed by the Company to Mr. Gregory and
they shall supersede all previous or contemporaneous negotiations, commitments,
statements and writings. Jurisdiction and venue for any claims arising from the
breach of this Agreement shall lie solely in the Law Court for Sullivan County,
Tennessee, Bristol Division.

         14. Effect of Asserting a Claim Against the Company. In the event Mr.
Gregory, or any person or entity authorized by Mr. Gregory to do so, asserts any
claim against the Company (other than a meritorious claim for breach of this
Agreement), Mr. Gregory, on behalf of himself, his representatives and assigns,
acknowledges that such action constitutes a breach of this Agreement. Mr.
Gregory further acknowledges that the Full and Final General Release (attached
hereto as Exhibit A) which he has signed contemporaneously herewith shall act as
a total and complete bar to his re-employment or to recovery of any sum or
amount whatsoever from the Company, whether labeled "award, liability, damages,
judgment, backpay, wages, commissions or fine" or otherwise resulting directly
or indirectly from any lawsuit, remedy, charge, or complaint whether brought
privately by him or anyone else, including any federal, state, or local agency,
whether or not on his behalf or at his request.

         15. Public Statement. The Company may make disclosures as required by
law or the rules of the New York Stock Exchange or any other securities exchange
or trading system on which King securities are listed. However, in any public
disclosures made by the Company or its subsidiaries, Mr. Gregory and the Company
shall reference his separation from the Company as an officer and director as
"Mr. Gregory's resignation". Mr. Gregory shall be allowed by the Company to
notify verbally and in writing (via letter, e-mail or other means) employees and
third parties of his resignation from his positions with the Company and its
subsidiaries.

         16. Severability. This Agreement shall be considered severable such
that if any provision or part of it is ever held invalid under any law or ruling
by a court of competent jurisdiction, that provision or part shall remain in
full force and effect to the extent allowed by law, and all remaining provisions
or parts of this Agreement shall remain in full force and effect.


                                       7
<PAGE>

         17. Modification. No modification of this Agreement shall be effective
unless made in writing and signed by each of the parties hereto.

         18. Reasonableness of Restrictions. Mr. Gregory acknowledges that he
has carefully read and considered the provisions and restrictions contained in
the above paragraphs and, having done so, agrees that the restrictions set forth
in such paragraphs are fair and reasonable and are reasonably required for the
protection of the interests of the Company, its officers, directors, and other
employees.

         19. Waivers. The failure of either party hereto to enforce at any time
any of the provisions of this Agreement shall in no way be construed to be a
waiver of any such provision or of any other provision, or of the right of such
party thereafter to enforce each and every such provision or other provision in
the event of a subsequent breach. Any waiver of any provision of this Agreement
shall be in writing signed by the waiving party.

         20. Acknowledgment of Compliance. Because this Agreement includes a
release and waiver of claims under the Age Discrimination in Employment Act, and
other federal legislation, by signing this Agreement, Mr. Gregory acknowledges
that his release and waiver of claims under the Age Discrimination in Employment
Act complies with the Older Worker Benefit Protection Act and further
acknowledges that he confirms, understands and agrees to the terms and
conditions of this Agreement; that these terms are written in layperson's terms
and that he has been fully advised of his right to seek the advice and
assistance of consultants, including an attorney, as well as tax advisors to
review this Agreement.

         21. Communication. Unless otherwise set forth herein, all notices,
requests, consents and other communications required or permitted hereunder
shall be in writing and shall be hand delivered or mailed by registered or
certified mail, return receipt requested, addressed as follows, or to such other
address as may be provided in writing by the respective parties to this
Agreement:

         If to the Company:                      If to Mr. Gregory:

         General Counsel                         Jefferson J. Gregory
         Legal Affairs Department                221 Memory Lane
         King Pharmaceuticals, Inc.              Bristol, Tennessee 37620
         501 Fifth Street
         Bristol, TN 37620

         22. Duplicate Original. This Agreement shall be executed in duplicate
originals, with one original to be maintained by the Company and one original to
be maintained by Mr. Gregory.


                                       8
<PAGE>

         23. MR. GREGORY FURTHER STATES THAT HE HAS CAREFULLY READ THE WITHIN
AND FOREGOING "PRIVATE AND CONFIDENTIAL SEPARATION AND NON-DISCLOSURE AGREEMENT"
AND THE "FULL AND FINAL GENERAL RELEASE" EXECUTED SIMULTANEOUSLY HEREWITH, THAT
HE KNOWS AND UNDERSTANDS THE CONTENTS THEREOF AND THAT HE EXECUTES THE SAME AS
HIS OWN FREE ACT AND DEED. MR. GREGORY FURTHER REPRESENTS AND AGREES THAT HE HAS
BEEN ADVISED BY THE COMPANY TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS
AGREEMENT AND THAT HE FULLY UNDERSTANDS THE TERMS, CONDITIONS, AND FINAL AND
BINDING EFFECT OF THIS AGREEMENT AND THE RELEASE ATTACHED HERETO TO BE A FULL
AND FINAL RELEASE OF ALL CLAIMS WITH FINAL AND BINDING EFFECT. IN THE EVENT THIS
AGREEMENT IS REVOKED BY MR. GREGORY IN ACCORDANCE WITH THE PROVISIONS OF THIS
AGREEMENT, MR. GREGORY AGREES TO RETURN TO THE COMPANY ALL CONSIDERATION AND
BENEFITS PROVIDED BY THE COMPANY TO WHICH MR. GREGORY WOULD NOT BE ENTITLED
ABSENT THIS AGREEMENT.







                                       9
<PAGE>


         IN WITNESS WHEREOF, the undersigned have hereto set their hand on the
date set forth beneath their signatures.


                                     AGREED:

                                     King Pharmaceuticals, Inc.


                                     BY:    C. Diane
                                            ------------------------------------

                                     TITLE: Exec Vice President, Human Resources
                                            ------------------------------------

                                     DATE:  7/13/04
                                            ------------------------------------




Jefferson J. Gregory
----------------------------
Jefferson J. Gregory

July 13, 2004
----------------------------
Date

John Bellamy
----------------------------
Witness

John Bellamy
----------------------------
Printed Name of Witness

13 July 04
----------------------------
Date




                                       10
<PAGE>


                                    EXHIBIT A

                               STATE OF TENNESSEE

                               COUNTY OF SULLIVAN


                         FULL AND FINAL GENERAL RELEASE


         FOR AND IN CONSIDERATION of the consideration identified in the Private
and Confidential Separation and Non-Disclosure Agreement to which this Full and
Final General Release is attached, the receipt and sufficiency of which is
hereby acknowledged, Jefferson J. Gregory (hereinafter "Mr. Gregory") for
himself, his attorneys, his heirs, executors, administrators, successors and
assigns, does hereby fully, finally and forever release and discharge King
Pharmaceuticals, Inc., and its related companies and affiliates, predecessors,
successors, assigns, partners, officers, directors, agents, representatives,
attorneys and employees (hereinafter collectively referred to as "the Company"),
of and from all claims, demands, actions, causes of action, suits, damages,
losses, expenses and controversies of any and every nature whatsoever arising
from the beginning of time until the date of this Release including, but not
limited to, those claims arising from or relating in any way to Mr. Gregory's
employment and his separation from employment with the Company and any claims
arising under the AMERICANS WITH DISABILITIES ACT, the FAIR LABOR STANDARDS ACT,
the AGE DISCRIMINATION IN EMPLOYMENT ACT, and the REHABILITATION ACT (as
codified in 29 U.S.C. Sections 701 et seq.); or their state counterparts; claims
arising or brought pursuant to TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, as
amended, TITLE VII OF THE CIVIL RIGHTS ACT OF 1991, as amended, the FAMILY
MEDICAL LEAVE ACT, the NATIONAL LABOR RELATIONS ACT, or any state counterpart;
or any other claims or causes of action emanating from common law, breach of
contract, or federal or state statute, local or city statute, code (including
but not limited to the City Code of Bristol), ordinance, rule, or regulation,
arising out of or accruing during the course of or in any way related to Mr.
Gregory's employment with the Company; or claims related in any way to his
separation from employment with the Company, or any claims of whatsoever origin
or nature. Further, Mr. Gregory acknowledges that, in exchange for executing
this Full and Final General Release, he is receiving consideration beyond
anything of value to which he was already entitled.

         Mr. Gregory, by his signature, represents and acknowledges that the
Company has advised him to consult with an attorney; that he has twenty-one (21)
days from the date this Release is presented to him within which to consider
this Release; and that he has seven (7) days following the execution of this
Agreement within which to revoke this Agreement. Further, Mr. Gregory
acknowledges by his signature that he intends for this Release and the Private
and Confidential Separation and Non-Disclosure Agreement to which it is attached
to become effective upon their execution and that the consideration



                                       11
<PAGE>

identified in the Private and Confidential Separation and Non-Disclosure
Agreement will be paid in accordance with Paragraph 3 of the Private and
Confidential Separation and Non-Disclosure Agreement.

         This Full and Final Release shall not release either Mr. Gregory or the
Company from their respective obligations to each other under the Private and
Confidential Separation and Non-Disclosure Agreement dated July 13, 2004.


                  IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on the date set forth beneath his signature.

                                         Jefferson J. Gregory
                                         ------------------------------------
                                         Jefferson J. Gregory


                                         July 13, 2004
                                         ------------------------------------
                                         Date




John Bellamy
------------------------------------
Witness

John Bellamy
------------------------------------
Printed Name of Witness

13 July 04
------------------------------------
Date








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