UNITED STATES OF AMERICA,                       Plaintiff,                   v. LYKES BROS. STEAMSHIP CO., INC.,                      Defendant.

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Civil Action No.:

It is stipulated by and between the undersigned parties, by their respective attorneys that:

1. The Court has jurisdiction over the subject matter of this action and over each of the parties thereto, and venue of this action is proper in the District of Columbia;

2. The parties consent that a Final Judgment in the form hereto attached may be filed and entered by the Court, upon the motion of any party or upon the Court's own motion, at any time after compliance with the requirements of the Antitrust Procedures and Penalties Act (15 U.S.C. § 16), and without further notice to any party or other proceedings, provided that Plaintiff has not withdrawn its consent, which it may do at any time before the entry of the proposed Final Judgment by serving notice thereof on Defendants and by filing that notice with the Court;

3. In the event Plaintiff withdraws its consent or if the proposed Final Judgment is not entered pursuant to this Stipulation, this Stipulation shall be of no effect whatsoever, and the making of this Stipulation shall be without prejudice to any party in this or in any other proceeding.

This [26] day of September, 1995

FOR THE PLAINTIFF UNITED STATES OF AMERICA: ______________________________ Roger W. Fones Chief Transportation, Energy and Agriculture Section ______________________________ Donna N. Kooperstein Assistant Chief Transportation, Energy and Agriculture Section ______________________________ Michele B. Felasco Attorney Transportation, Energy and Agriculture Section

FOR THE DEFENDANT LYKES BROS. STEAMSHIP CO. INC.: ______________________________ Andrew K. Macfarlane, Esquire Macfarlane Ausley Ferguson & McMullen 111 Madison Street 2300 First Floor Tower Tampa, FL 33602