SEPARATION AND RELEASE AGREEMENT

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Exhibit 10.22

SEPARATION AND RELEASE AGREEMENT

        This SEPARATION AND RELEASE AGREEMENT (the " Agreement ") is made and entered into by and between Western Brands, LLC (" Western ") and George Boedecker (" Mr. Boedecker ") (collectively "parties") as of the Execution Date of this Agreement defined in paragraph 24 below.

I. RECITALS

         WHEREAS , Mr. Boedecker owns 20,000 units of Class A ownership interest in Western (the " Shares "); and

         WHEREAS, Mr. Boedecker is a board member of Western; and

         WHEREAS, effective as of January 1, 2005, Mr. Boedecker tendered his resignation as Chief Executive Officer, Manager and any and all other positions he may have held with Western; and

         WHEREAS, Mr. Boedecker tendered his resignation voluntarily, at his election and in his discretion; and

         WHEREAS, Western has accepted the resignation tendered by Mr. Boedecker; and

         WHEREAS, the parties wish to make the separation amicable but conclusive on the terms and conditions set forth herein; and

         WHEREAS, Mr. Boedecker accepts the benefits of this Separation and Release Agreement with the acknowledgment that by its terms he has been fully and satisfactorily compensated.

II. COVENANTS

         THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, it is hereby agreed by and between the parties hereto as follows:

         1.    Resignation.     Mr. Boedecker has tendered and Western has accepted Mr. Boedecker's resignation as Chief Executive Officer, Manager, and any and all other positions he may have held with Western, effective as of January 1, 2005 ("Separation Date").

         2.    Payments, Agreements and Rights.     Although Western has no policy or procedure requiring payment of any severance benefits, Western agrees to the following as part of this Agreement. Mr. Boedecker acknowledges and agrees that he is solely responsible to inform Western in writing of his new address should he change his residence and that failure to do so may result in his not receiving benefits under this Agreement.

        (a)     Payment.     Western agrees to pay Mr. Boedecker Six Hundred Thousand Dollars ($600,000.00), less all legally required deductions and withholdings ("Payment"). The Payment shall be made in sixteen equal installments of Thirty-Seven Thousand Five Hundred Dollars ($37,500.00) payable at the beginning of each calendar quarter (January 1, April 1, July 1, October 1) for a four year period beginning on the Separation Date. The first installment shall be paid within seven (7) business days of the Separation Date. The remaining installment payments shall be made on or before the first day of each calendar quarter beginning with April 1, 2004 and ending with October 1, 2008. Each Payment installment shall be made by check, and shall be delivered by mail, overnight delivery service or hand delivery, at the sole option of Western. Mr. Boedecker acknowledges and agrees that 50% of the Payment is solely in consideration for his executing and not revoking the ADEA Waiver and Release set forth in paragraph 15 of this Agreement. The obligation imposed on Western under this paragraph 2(a) to pay that portion of

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the Payment attributable to the ADEA Waiver and Release shall forever expire should Mr. Boedecker revoke the ADEA Waiver and Release.

        (b)     Insurance.     Mr. Boedecker shall be entitled to participate in Western's standard medical benefits package for a period of 4 years from the Separation Date, or until such time Mr. Boedecker owns or becomes employed by a company that offers medical benefits to its employees. In the event federal law or the terms of Western's insurance policies prohibit Mr. Boedecker from participating in Western's medical benefits plan, Western shall reimburse Mr. Boedecker for the cost of purchasing a comparable plan during such period. In addition, Western will attempt to facilitate ongoing medical insurance (either through Western's plan or another plan) for Mr. Boedecker at his cost following the 4 year coverage period.

        (c)     Distribution Agreement.     Western and Mr. Boedecker will enter into a mutually acceptable exclusive distribution agreement (the " Distribution Agreement ") covering the following countries: Mexico, Dominican Republic, Cuba, and Costa Rica (the " Territory "). The effective date of the Distribution Agreement shall be July 1, 2005. The term of the Distribution Agreement shall be two (2) years (the " First Term "), with a three (3) year renewal (the " Second Term ") at Mr. Boedecker's option if sales in the Territory meet or exceed 250,000 units for the final year of the First Term. The Distribution Agreement may be renewed for an additional two (2) year term (the " Third Term ") at Mr. Boedecker's option if: i) the Second Term option has been exercised and ii) sales in the Territory meet or exceed 500,000 units for the final year of the Second Term. Sales for the Territory must total at least 250,000 units for every year during the Second Term and 500,000 units for every year of the Third Term in order for Mr. Boedecker to maintain exclusive distribution rights in the Territory. In the event the annual requirements stated above are not achieved, the exclusivity portion of the Distribution Agreement may be terminated at Western's option. Pricing under the Distribution Agreement shall be set at 22% off the then current wholesale pricing, as set by Western.

        (d)     Kiosk License/Franchise Rights.     Western will enter into an agreement (the " Rights Agreement ") with Mr. Boedecker which shall grant Mr. Boedecker the right to license and/or franchise airport kiosks for the purpose of selling Western products. The effective date of the Rights Agreement shall be July 1, 2005. The term of the Rights Agreement shall be ten (10) years, provided however , Western shall have the right to terminate the exclusivity portion of such agreement without penalty in the event six (6) kiosks have not been opened by Mr. Boedecker during the first two (2) years of the Rights Agreement. Additionally, Western shall have the right to terminate the Rights Agreement if three (3) new kiosks are not been opened by Mr. Boedecker during any ensuing year. In the event the exclusivity portion of the Rights Agreement is terminated prior to the end of its term, Mr. Boedecker shall be entitled to receive compensation from the license and/or franchise agreements entered into prior to the termination through the remainder of the original term. Mr. Boedecker would also be entitled to continue to operate under the rights granted in the Rights Agreement on a non-exclusive basis. Western will sell to Kiosk owners/licensees at wholesale prices as determined by Western. Western shall retain control over the design and signage used by the kiosks as well as the types of product sold.

         3.    Business Expense Reimbursement.     Western agrees to reimburse Mr. Boedecker for those reasonable business expenses he necessarily incurred in his capacity as a Western employee as of the Separation Date consistent with Western's policies in this regard. Mr. Boedecker acknowledges and agrees that Western will not reimburse him for any expenses he incurred after the Separation Date. Mr. Boedecker must submit the necessary documentation establishing the amount, date and reason for expenses he incurred and for which he seeks reimbursement no later than 15 days after the Execution Date of this Agreement.

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         4.    Other Compensation.     Except as expressly provided herein, Mr. Boedecker acknowledges and agrees that he will not receive (nor is he entitled to receive) any additional consideration, payments, reimbursements, incentive payments, stock, equity interests or benefits of any kind. Mr. Boedecker further acknowledges and agrees that on or before the first regular payday after