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                                                                   Exhibit 10.22

                             [LETTER HEAD OF N2H2]

                    SEPARATION AGREEMENT AND GENERAL RELEASE


         This Separation Agreement and General Release (this "Separation
Agreement") is entered into by and between Cher Paige (subsequently referred to
as Paige) and N2H2, Inc. (subsequently collectively referred to as the
"Company").

         Both parties to this Agreement wish to clearly set forth the terms and
conditions of Paige's termination of employment with the Company.

         In exchange for the Enhanced Separation Package as outlined herein, the
Company and Paige agree as follows:

         1.       EMPLOYMENT/FINAL PAY: Because of a reorganization and
reduction in force, Paige's employment with the Company is discontinued as of
September 9, 2002. The Company agrees to pay Paige his/her normal salary through
September 9, 2002, less all required or agreed upon withholding. Paige
acknowledges that he/she has been paid through September 9, 2002, and that
he/she is owed no additional compensation of any kind except as described in
this Separation Agreement.

         2.       VACATION LEAVE:  The Company will pay to Paige all of his/her
accrued but unused vacation leave with the paycheck which corresponds to the
payroll period which included Paige's termination date. All normal and agreed
upon withholding will be deducted from this payment.

         3.       COMMISSIONS:  If Paige is generally compensated in all or part
by commissions, Company will pay Paige his/her quarterly commissions consistent
with the standard commission payment schedule, generally within 30 days of the
end of the quarter, September 30, 2002.

         4.       SEPARATION PAY:  The Company will also pay Paige 3 months base
salary, less normal or agreed upon withholding as Separation Pay. This amount
shall be paid in a lump sum no later than 7 days after the effective date of
this Separation Agreement.

         5.       COBRA: Until September 30, 2002, Company will continue its
contributions towards Paige's group medical and dental insurance, as well as
Paige's group long term and short term disability insurance. As of October 1,
2002, Paige and any eligible dependents shall have the right to purchase group
medical &/or dental continuation coverage through the Company pursuant to
his/her rights under the COBRA statute and regulations. If Paige elects COBRA
continuation coverage, the Company will pay 100% of the premium for coverage of
Paige and 100% of Paige's dependent premiums for up to three months. After three
months of COBRA, Paige must self-pay to continue his/her COBRA coverage.

         6.       STOCK OPTIONS: Paige may exercise vested stock options he/she
is entitled to receive under the terms of the Company's Stock Option Plan and
Paige's Stock Option Agreement. If Paige desires to exercise any vested options,
he/she will do so according to the Plan terms. All unvested stock options will
expire according to the Plan terms.

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         7.       COMPANY PROPERTY: Paige shall immediately return to the
Company all of its property* in his/her possession, specifically including all
keys, security cards to Company's buildings or property, all Company owned
equipment, all Company documents and papers, including but not limited to any
trade secrets or other confidential and proprietary Company information.
*Exception - Paige may borrow the N2H2 assigned laptop until October 7, 2002.

         8.       UNEMPLOYMENT BENEFITS:  If Paige files for unemployment
compensation benefits, Company will confirm to the Washington State Employment
Security Department that Paige was terminated as part of a reduction in force
and Company will not contest Paige's eligibility for unemployment compensation.

         9.       REFERENCES: Paige will direct all request for references to
Company's Human Resources Department, which will confirm the dates of Paige's
employment and his/her job title unless Paige signs a Reference Release form
expressly permitting Company to provide further information.

         10.      CONFIDENTIALITY: Paige acknowledges and reaffirms his/her
obligations contained in the Employee Intellectual Property Agreement, & MDA
between Paige and the Company dated 8/27/01, 8/27/01, a copy of which is
attached to this Agreement for reference. Paige further agrees that he/she will
keep the terms, amount and fact of this Separation Agreement completely
confidential and will not disclose any information concerning this Separation
Agreement to any person other than Paige's attorneys, accountants, tax advisors
or immediate family members.

         11.      GENERAL RELEASE: In exchange for the Separation Pay and any
other benefits contained in this Separation Agreement, which are in addition to
the benefits Paige is otherwise entitled to receive, Paige and his/her
successors and assigns forever release and discharge the Company, any of the
Company's parent, subsidiary, or related entities, any Company-sponsored
employee benefit plans in which Paige participates, and all of their respective
officers, directors, trustees, agents, shareholders, employees, employees'
spouses and all of their successors and assigns (collectively, "Releasees") from
any and all employment-related claims, actions, causes of action, rights, or
damages, including costs and attorneys' fees (collectively, "Claims") which
Paige may have on behalf of himself/herself, known, unknown, or later discovered
which arose prior to the date Paige signs this Separation Agreement.

                     11.1 This General Release includes, but is not limited to:
any Claims under any local, state, or federal laws prohibiting discrimination in
employment, including without limitation, the Civil Rights Acts, the Americans
with Disabilities Act, the Age Discrimination in Employment Act, or the
Washington State Law Against Discrimination; Claims under the Employee
Retirement Income Security Act; Claims under any federal, state or local leave
laws, including without limitation the Family Medical Leave Act; Claims for
unpaid salary, wages, commissions, bonuses or other compensation under any
federal, state or local wage and hour laws or wage claim statutes; Claims
alleging any legal restriction on the Company's right to terminate its
employees; any personal injury Claims, including without limitation, wrongful
discharge, defamation, tortious interference with business expectancy or
emotional distress; or any Claims alleging breach of express or implied
employment contract.

                     11.2 Paige represents that he/she has not filed any Claim
against the Company or its Releasees, and that he/she will not do so at any time
in the future concerning Claims released in this Separation Agreement; provided,
however, that this will not limit Paige from filing a Claim to enforce the terms
of this Separation Agreement.

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         12.      VOLUNTARY AGREEMENT:  Paige understands and acknowledges the
significance and consequences of this Agreement. Paige acknowledges that it is
voluntary and that Paige has not signed it as a result of any coercion.

         13.      REVIEW BY ATTORNEY: Paige was advised that he/she has the
right to review this Separation Agreement with his/her attorney before signing
it. Paige was also advised of his/her right to take up to 45 days to consider
this Separation Agreement, although he/she may sign this Separation Agreement in
less than 45 days at his/her option. Paige was also advised of his/her right to
revoke this Separation Agreement during the seven days following his/her signing
of this Separation Agreement by sending a written notice of revocation to Sharon
Wegenast, Director of Human Resources c/o N2H2 at 900 4th Avenue, Suite 3600,
Seattle, WA 98164. This Separation Agreement shall not be effective or
enforceable until the 7-day revocation period has expired. This Separation
Agreement shall not be considered as evidence of any violation of any statute or
law, or any wrongdoing or liability on the part of the Company, or its agents or
employees.

         14.      ENTIRE AGREEMENT: This Separation Agreement, along with the
Employee Intellectual Property Agreement, & MDA Paige signed on 8/27/01 &
8/27/01 contain the entire understanding between the Company and Paige regarding
his/her employment. This Separation Agreement is made, and shall be construed
and performed under Washington State law without regard to its choice of law
principles. This Separation Agreement may not be modified except through another
written agreement signed by Paige and by the President & CEO of the Company. If
any provisions of this Separation Agreement are held to be invalid or
unenforceable, the remaining provisions will nevertheless continue to be valid
and enforceable.

N2H2, Inc.                                      Cher Paige



By   /s/ J. Paul Quinn                                /s/ Cheryl L. Paige
     --------------------------------           --------------------------------


Its         CFO
    ---------------------------------


DATE:   September 26, 2002                      DATE: September 26, 2002

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