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                                                                   EXHIBIT 10.22


                    SETTLEMENT AND GENERAL RELEASE AGREEMENT

                  This SETTLEMENT AND GENERAL RELEASE AGREEMENT, dated as of
July 29, 2002 (this "Agreement"), is by and between ROY K. KEEFER, a resident of
Nevada ("Keefer"), and AMERICAN VANTAGE COMPANIES, a Nevada corporation ("AVC").


                                   WITNESSETH

                           WHEREAS, Keefer has been employed by AVC as its Chief
         Financial Officer, Vice President, Secretary and Treasurer and has
         served as a director and officer of various subsidiaries of AVC for
         more than the last seven years; and

                           WHEREAS, AVC and Keefer did enter into an Employment
         Agreement, dated as of April 1, 2002 (the "2002 Agreement"), following
         the termination of an Employment Agreement, dated as of July 20, 1995
         (the "1995 Agreement" and, collectively with the 2002 Agreement, the
         "Employment Agreements"); and

                           WHEREAS, AVC and Keefer have agreed that (a) Keefer
         shall resign as an officer and employee of AVC and as a director,
         officer and/or employee of the various subsidiaries of AVC in which
         Keefer currently serves as a director, officer and/or employee and (b)
         AVC shall accept such resignations and cause its various subsidiaries
         to accept such resignations, each on the terms and conditions as set
         forth in this Agreement; and

                           WHEREAS, Keefer and AVC now desire to settle fully
         and finally all claims Keefer may have against AVC and that AVC may
         have against Keefer, including, but not limited to, the obligations of
         the parties to each other under the 2002 Agreement and any other
         matters arising out of Keefer's employment with AVC and Keefer's
         separation therefrom.

                  NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:

SECTION 1.  NON-ADMISSION OF LIABILITY OR WRONGDOING.

                  This Agreement shall not be construed in any way as an
admission by either of the parties hereto that any of them have acted wrongfully
with respect to each other or any other person or that any one of them has any
rights whatsoever against the others.


SECTION 2.  RESIGNATION; RETURN OF AVC ASSETS, EQUIPMENT AND OTHER ITEMS.

                  Keefer hereby resigns as (a) an officer and employee of AVC
and (b) a director, officer and employee of each of the various subsidiaries of
AVC in which Keefer currently serves as a director, officer and/or employee and
AVC hereby accepts such resignations and agrees to cause its various
subsidiaries to accept such resignations, each effective as of July 31, 2002
(the "Termination Date"). Keefer agrees to return to AVC all assets, equipment
or other items which are owned by AVC and in the possession or control of Keefer
not later than the Termination Date.


SECTION 3.  PAYMENT TO KEEFER.

                           (a) As of the effective date of the execution of this
         Agreement, AVC shall pay to Keefer the following gross amounts,
         totaling $537,575.88, before all applicable federal, state and local
         tax withholding requirements:

<TABLE>
<S>                                                                <C>
                           Salary                                  $514,579.12
                           Health Insurance                          16,209.84
                           Life Insurance                             2,390.00
                           Disability Insurance                       4,396.92
</TABLE>
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                           (b) In addition to the payment being made pursuant to
         paragraph 3(a) of this Agreement, as of the effective date of the
         execution of this Agreement, AVC shall make a payment into the SAR-SEP
         account of Keefer of $13,483.54.


SECTION 4.  COMPLETE RELEASE.

                           (a) As a material inducement to AVC to enter into
         this Agreement, but subject to the payment by AVC of the amounts due
         Keefer pursuant to Section 3 of this Agreement and the other
         obligations of AVC under this Agreement, Keefer hereby waives, releases
         and discharges AVC, its officers, directors, stockholders, employees,
         agents, attorneys, subsidiaries, servants, successors, insurers and
         affiliates, and their successors and assigns, from any and all manners
         of action, claims, liens, demands, liabilities, causes of action,
         charges, complaints, suits (judicial, administrative, or otherwise),
         damages, debts, demands, obligations of any other nature, past or
         present, known or unknown, whether in law or in equity, whether founded
         upon contract (expressed or implied), tort (including, but not limited
         to, defamation), statute or regulation (federal, state or local),
         common law and/or any other theory or basis, from the beginning of the
         world to the date hereof, including, but not limited to, any claim that
         Keefer has asserted, now asserts or could have asserted under the
         Employment Agreements or otherwise. This waiver, release and discharge
         includes, but is not limited to, claims arising under federal, state or
         local laws prohibiting employment or other discrimination or claims
         growing out of any legal restrictions on the Company's rights to
         terminate its employees, including, but not limited to, any claim
         arising under Title VII of the United States Code. It is expressly
         understood by Keefer that among the various rights and claims being
         waived by him in this release are those arising under the Age
         Discrimination in Employment Act of 1967 (29 U.S.C. 621, et seq.).
         Notwithstanding anything else contained in this Agreement, this waiver,
         release and discharge is not intended to release any rights Keefer has
         (i) with respect to Keefer's participation in AVC-sponsored stock
         option plans, including the options granted to Keefer as of November
         28, 1994 and February 4, 2000, which options shall continue to remain
         in effect for their full original terms and (ii) to seek and obtain
         indemnification and/or defense pursuant to the provisions of the 2002
         Agreement, the Certificate of Incorporation and Bylaws of AVC (each as
         amended through the effective date of the execution of this Agreement)
         and the laws of the State of Nevada, in the event that any claim is
         asserted against Keefer by a third party.

                           (b) As a material inducement to Keefer to enter into
         this Agreement, subject to the obligations of Keefer under this
         Agreement, AVC hereby irrevocably and unconditionally waives, releases
         and discharges Keefer, his agents and attorneys, successors and assigns
         from any and all manner of action, claims, liens, demands, liabilities,
         causes of action, charges, complaints, suits (judicial, administrative,
         or otherwise), damages, debts, demands, obligations of any other
         nature, past or present, known or unknown, whether in law or in equity,
         whether founded upon contract (expressed or implied), tort (including,
         but not limited to, defamation), statute or regulation (federal, state
         or local), common law and/or any other theory or basis, from the
         beginning of the world to the date hereof, including, but not limited
         to, any claim that AVC has asserted, now asserts or could have
         asserted.

                           (c) It is understood and agreed by the parties hereto
         that the facts and respective assumptions of law in contemplation of
         which this Agreement is made may hereafter prove to be other than or
         different from those facts and assumptions now known, made or believed
         by them to be true. The parties hereto expressly accept and assume the
         risk of the facts and assumptions to be so different, and agree that
         all terms of this agreement shall be in all respects effective and not
         subject to termination or reclusion by any such difference in facts or
         assumptions of law.


SECTION 5.  ACKNOWLEDGMENTS.

                  Keefer acknowledges that he:

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                           (a) has had a full 21 days within which to consider
         the terms of this Agreement before executing it;

                           (b) has carefully read and fully understands all of
         the provisions of this Agreement;

                           (c) is, through this Agreement, releasing AVC and its
         affiliates from any and all claims he may have against any of them
         (except as provided in paragraph 4(a) of this Agreement);

                           (d) knowingly and voluntarily agrees to all of the
         terms set forth in this Agreement;

                           (e) knowingly and voluntarily intends to be legally
         bound by the same;

                           (f) was advised and hereby is advised in writing to
         consider the terms of this Agreement and consult with an attorney of
         his choice prior to executing this Agreement; and

                           (g) has a full seven days following the execution of
         this Agreement to revoke this Agreement and has been and hereby is
         advised in writing that this Agreement shall not become effective or
         enforceable until the revocation period has expired.


SECTION 6.  NON-DISCLOSURE.

                  Keefer shall not disclose or deliver to any other party
certain trade secrets or confidential or proprietary information gained through
employment with AVC. These non-disclosable items include, but are not limited
to, proprietary technologies, software programs and tools, financial
information, business plans, systems files, algorithms, file structures,
customer lists, supplier lists, internal program structures, options,
documentation and data developed by AVC or any subsidiary or division thereof.
Keefer agrees that any breach of this Section 6 will cause AVC substantial and
irreparable damages that would not be quantifiable and, therefore, in the event
of any such breach, in addition to other remedies that may be available, AVC
shall have the right to seek specific performance and other injunctive and
equitable relief.


SECTION 7.  NON-DISPARAGEMENT.

                  The parties hereto mutually agree not to (a) publish,
communicate or disseminate any negative information as regards each other, or
(b) make public any negative information regarding this Agreement to the media,
suppliers, vendors and other industry participants, or in any negative way to
any other person, except that they may disclose its contents to their financial
advisors, accountants and attorneys and as required by law. It is acknowledged
by the parties that, under applicable law, AVC shall be required to file a
conformed copy of this Agreement as an exhibit to the Annual Report on Form 10-K
of AVC for the fiscal year ending July 31, 2002. The parties hereto each agree
that any breach of this Section 7 by a party will cause the other party
substantial and irreparable damages that would not be quantifiable and,
therefore, in the event of any such breach, in addition to other remedies that
may be available, such other party shall have the right to seek specific
performance and other injunctive and equitable relief.


SECTION 8.  NO REPRESENTATIONS.

                  The parties hereto represent that, in signing this Agreement,
they do not rely on nor have they relied on any representation or statement not
specifically set forth in this Agreement by any of the releasees or by any of
the releasees' agents, representatives or attorneys with regard to the subject
matter, basis or effect of this Agreement or otherwise.

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SECTION 9.  MISCELLANEOUS.

                           (a) Notices. All requests, demands, notices and other
         communications required or otherwise given under this Agreement shall
         be sufficiently given if (a) delivered by hand against written receipt
         therefor, (b) forwarded by overnight courier requiring acknowledgment
         of receipt or (c) mailed by registered or certified mail, postage
         prepaid, addressed as follows:

         If to AVC, to:                     American Vantage Companies
                                            7674 West Lake Mead Boulevard
                                            Las Vegas, Nevada 89128

                  with a copy to:           Jack Becker, Esq.
                                            Snow Becker Krauss P.C.
                                            605 Third Avenue
                                            New York, New York 10158-0125

         If to Keefer, to:                  Mr. Roy K. Keefer
                                            6101 Golden Saddle Street
                                            Las Vegas, Nevada 89130

                  with a copy to:           Theresa Dowling, Esq.
                                            7201 W. Lake Mead, Ste.500
                                            Las Vegas, NV 89128

         or, in the case of any of the parties hereto, at such other address as
         such party shall have furnished in writing, in accordance with this
         paragraph 9(a), to the other parties hereto. Each such request, demand,
         notice or other communication shall be deemed given (i) on the date of
         delivery by hand, (ii) on the first business day following the date of
         deposit with a nationally recognized overnight courier for next
         business day delivery or (iii) three business days following mailing by
         registered or certified mail.

                           (b) Prior Agreements/Oral Modification. This
         Agreement supersedes all prior agreements, including, but not limited
         to the Employment Agreements, and constitutes the entire agreement and
         understanding between parties with respect to the subject matters of
         this Agreement. This Agreement may not be amended, modified in any
         manner or terminated orally; and no amendment, modification,
         termination or attempted waiver of any of the provisions hereof shall
         be binding unless in writing and signed by the parties against whom the
         same is sought to be enforced.

                           (c) Attorney's Fees. In the event of any litigation
         between the parties to this Agreement, or any of them, concerning this
         Agreement, the prevailing party shall be entitled to recover the
         prevailing party's reasonable attorney's fees, including, but not
         limited to, the prevailing party's reasonable attorney's fees for
         services rendered on appeal, as determined by a court of competent
         jurisdiction.

                           (d) Costs. The parties shall each pay their own
         respective costs and expenses in connection with the negotiation,
         execution, delivery and performance of this Agreement.

                           (e) Binding Agreement; Benefit. The provisions of
         this Agreement will be binding upon, and will inure to the benefit of,
         the respective heirs, legal representatives and successors of the
         parties hereto.

                           (f) Governing Law. This Agreement will be governed
         by, and construed and enforced in accordance with the laws of the State
         of Nevada without regard to the conflict of laws provisions thereof.
         The parties hereto do hereby consent and submit to the venue and
         jurisdiction of the state and federal courts sitting in the State of
         Nevada ,County of Clark, as the sole and exclusive forum for such
         matters of dispute, and further agree that, in the event of any action
         or suit as to any matters of dispute between the parties, service of
         any process may be made upon the other party in the same manner as the
         giving of notices under paragraph 9(a) of this Agreement.

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                           (g) Proper Construction. The language of all parts of
         this Agreement shall in all cases be construed as a whole according to
         its fair meaning, and not strictly for or against any of the parties.
         The parties hereto agree that they have been represented by counsel
         during the negotiation and execution of this Agreement and, therefore,
         waive the application of any law, regulation, holding or rule of
         construction providing that ambiguities in an agreement or other
         document will be construed against the party drafting such agreement or
         document. As used in this Agreement, the term "or" shall be deemed to
         include the term "and/or" and the singular or plural number shall be
         deemed to include the other whenever the context so indicates or
         requires.

                           (h) Waiver of Breach. The waiver by either party of a
         breach of any provision of this Agreement by the other party must be in
         writing and shall not operate or be construed as a waiver of any
         subsequent breach by such other party.

                           (i) Headings. The section and paragraph headings
         contained in this Agreement are for reference purposes only and shall
         not affect in any way the meaning or interpretation of this Agreement.

                           (j) Severability. Any provision of this Agreement
         that is prohibited or unenforceable in any jurisdiction shall, as to
         such jurisdiction, be ineffective to the extent of such prohibition or
         unenforceability without invalidating the remaining provisions hereof,
         and any such prohibition or unenforceability in any jurisdiction shall
         not invalidate or render unenforceable such provision in any other
         jurisdiction.

                           (k) Assignment. This Agreement is personal in its
         nature and the parties hereto shall not, without the consent of the
         other parties, assign or transfer this Agreement or any rights or
         obligations hereunder.

                           (l) Counterparts. This Agreement may be executed in
         any number of counterparts and by the parties hereto in separate
         counterparts, each of which when so executed shall be deemed to be an
         original and all of which taken together shall constitute one and the
         same Agreement.


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


                                        AMERICAN VANTAGE COMPANIES


                                        By: /s/ Ronald J. Tassinari
                                            ------------------------------------
                                               Ronald J. Tassinari, President


                                         /s/ Roy K. Keefer
                                        ----------------------------------------
                                                      Roy K. Keefer


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