EXHIBIT 10.22

                        SEPARATION AND RELEASE AGREEMENT

         This Separation and Release  Agreement  (this  "AGREEMENT") is made and
entered into as of Sepember 29, 2003,  by and between  BioSource  International,
Inc.,  a  Delaware   Corporation   (the   "COMPANY")  and  Leonard   Hendrickson
("EXECUTIVE").

                                    RECITALS:

         A.       On October 15, 2001,  Executive  commenced his employment with
the Company,  serving as the Company's  President and Chief  Executive  Officer,
pursuant to that certain  Executive  Employment  Agreement between Executive and
the Company dated September 24, 2001 (the "EMPLOYMENT AGREEMENT").

         B.       Executive has suffered a disability  and has requested that he
be entitled to commence an indefinite  leave of absence from his employment with
the  Company,  and the  Company has  accepted  Executive's  request  without any
obligation of continued employment following such leave of absence.

         C.       Without  committing  to any future  obligations  in respect of
Executive's  future employment by the Company,  and in full and final settlement
of all  actual and  potential  differences  between  Executive  and the  Company
relating to Executive's  employment with the Company and  Executive's  desire to
commence an  indefinite  leave of absence,  the  Company  desires to  compensate
Executive on the basis set forth herein and  Executive is willing to release the
Company  from any and all  liability  arising out of or relating to  Executive's
employment with the Company,  all on the terms and subject to the conditions set
forth herein.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, the Company and Executive agree as
set forth below.

     DISABILITY LEAVE OF ABSENCE FROM EMPLOYMENT.

         1.       The Company and  Executive  acknowledge  that  Executive  will
commence a disability leave effective as of the date of this Agreement and until
December 31, 2004 (the "LEAVE PERIOD"), and that following the Leave Period, the
Company will have no  obligation to restore or continue  Executive's  employment
with Company.

         2.       The Company and Executive agree that the Employment  Agreement
is  terminated,  and  that  Executive's  leave  of  absence  shall  be  governed
exclusively  by the  terms  and  conditions  of  this  Agreement.  In  addition,
Executive  hereby resigns his position as President and Chief Executive  Officer
and as a member of the Board of Directors  of the  Company,  effective as of the
date of this Agreement.


<PAGE>


         3.       During the portion of the Leave Period  commencing on the date
of this Agreement and ending at the close of business on December 31, 2003:

                  3.1.     the  Company  will pay to  Executive  the  difference
between  Executive's  current  base salary and any amount  received by Executive
under the Company's  disability insurance plans and pursuant to any governmental
disability benefits;

                  3.2.     the  Company  will  continue  to  pay  the  Company's
portion of Executive's Blue Cross and Kaiser health insurance benefits, and will
continue to do so until March 31, 2004;

                  3.3.     the Company will continue to provide  Executive  with
the same life  insurance  benefits  currently  provided  to  Executive  and will
continue to do so until March 31, 2004; and

                  3.4.     no  "special  terminating  event,"  as  that  term is
defined in Executive's Stock Option  Agreements  identified on Schedule A hereto
(the  "OPTIONS"),  shall be  deemed  to have  occurred  with  respect  to any of
Executive's  Options,  such that the Options,  to the extent not fully vested on
the date hereof, will continue to vest.

         4.       During the portion of the Leave Period  commencing  on January
1, 2004 and ending at the close of business on December 31, 2004:

                  4.1      the  Company  will pay to  Executive  the  difference
between sixty percent  (60%) of  Executive's  current base salary and any amount
received  by  Executive  under  the  Company's  disability  insurance  plans and
pursuant to any governmental disability benefits;

                  4.2      on or before April 1, 2004, the Company shall deliver
a notice to Executive and Executive  shall  thereafter have the right to make an
election to continue Executive's Blue Cross and Kaiser health insurance benefits
through the provisions of the Consolidated Omnibus Budget  Reconciliation Act of
1985 ("COBRA"), and for the period from April 1, 2004 through December 31, 2004,
the Company will pay all costs  associated  with the  continuation of such COBRA
benefits  to  Executive;  PROVIDED,  that  effective  January  1,  2005  through
September  30,  2005,   Executive  will  pay  all  costs   associated  with  the
continuation of such COBRA benefits to Executive;

                  4.3      on or between  April 1, 2004 and  September 30, 2004,
Executive  must apply for a Waiver of Premium  Extension,  as defined  under the
terms of the Company's life insurance policy,  and provide the Company with such
Waiver in the form  contained  in a notice which shall be delivered to Executive
on or before April 1, 2004, and provided that the Company's  insurer  determines
that  Executive's  disability is continuing,  Executive will continue to receive
the life insurance benefits currently provided to Executive until the earlier of
the date the Company's  insurer  determines  Executive to no longer be disabled,
and the date Executive reaches the age of seventy (70);

                  4.4      on  September  30,  2005,;   if  Executive  is  still
suffering from a disability, the Company shall deliver a notice to Executive and
Executive  shall  thereafter  have the  right  to make an  election  to  further
continue Executive's Blue Cross and Kaiser health


                                       2
<PAGE>


insurance  benefits  through the provisions of COBRA for the period from October
1, 2005 through August 31, 2006; PROVIDED, that effective Executive will pay all
costs  associated  with the  continuation  of such COBRA  benefits to  Executive
during such period; and

                  4.5      as of  December  31,  2003,  a  "special  terminating
event" shall be deemed to have occurred  with respect to the Options,  such that
the Options,  to the extent not fully  vested on the date hereof,  will cease to
vest, and thereafter be exercisable  pursuant to their terms for a period of one
year.

         5.       Executive acknowledges and expressly agrees that the foregoing
compensation  is in  lieu  of the  payment  of  all  salary,  bonus,  management
incentive payments, accrued vacation pay, accrued PTO time, and all other monies
and  benefits  from the Company to which  Executive  is  entitled,  and that the
Company shall have no further  obligation  to Executive  except as expressly set
forth in this Agreement.

         6.       Executive acknowledges and agrees that other than as set forth
in the Options with respect to the exercisability  thereof, the benefits payable
to Executive hereunder are personal, and are not payable to Executive's heirs or
estate.

     GENERAL RELEASE BY EXECUTIVE. Executive hereby agrees as follows:

         1.       Executive,  for and on behalf of himself,  his agents,  heirs,
executors,   administrators,  and  assigns,  does  hereby  release  and  forever
discharge the Company and its successors and assigns,  and all of its respective
agents, shareholders, directors, officers, partners, employees, representatives,
insurers,  attorneys,  parent  companies,  subsidiaries,  affiliates,  and joint
venturers, and each of them, from any and all claims that are based upon acts or
events  that  occurred  on or before  the date on which this  Agreement  becomes
enforceable,  including any claim arising under any state or federal  statute or
common law,  including  without  limitation  all claims  relating to Executive's
employment with the Company and the termination  thereof,  and all claims for or
under, among other things, Title VII of the Civil Rights Act of 1964, as amended
(42 U.S.C. sections 2000e, et seq.), the Fair Labor Standards Act, including the
Equal Pay Act (29 U.S.C.  section  206(d)  and  interpretive  regulations),  the
Employment  Retirement  Income Security Act of 1974 (29 U.S.C.  sections 100, et
seq.), the Family and Medical Leave Act (29 U.S.C. sections 2601, et seq. and 29
C.F.R. Part 825), the Americans with Disabilities Act (42 U.S.C. sections 12101,
et seq.), the Age  Discrimination in Employment Act,  including the Older Worker
Benefits Protection Act (29 U.S.C. sections 623, et seq.), the Worker Adjustment
and  Retraining  Notification  Act (29  U.S.C.  sections  2101,  et  seq.),  the
California Fair Employment and Housing Act (California  Government Code sections
12940, et seq.),  the California  Family Rights Act (California  Government Code
section 12945.2),  the California Labor Code (expressly  including Sections 203,
206,  218.5  and the Equal Pay Act,  Section  1197.5),  the  United  States  and
California Constitutions,  and any other federal or state law, whether statutory
or common  law (the  "Claims").  Executive  expressly  waives any and all rights
under Section 1542 of the Civil Code of the State of California  which  provides
as follows:

         A general release does not extend to claims which the creditor
         does not know or  suspect to exist in his favor at the time of
         executing


                                   3
<PAGE>


         the  release,  which  if known  by him  must  have  materially
         affected his settlement with the debtor.

         2.       Executive waives and releases any right or benefit that he has
or may have under any similar law or rule of any other  jurisdiction  pertaining
to the Claims. It is the intention of Executive,  through this Agreement, fully,
finally,  and forever to settle and release all such matters and claims relative
thereto  which  have  existed,  do now exist or may exist  between  the  parties
arising out of or related to the Claims.  In furtherance of such intention,  the
release  herein  given  shall be, and  remain in effect as, a full and  complete
release of such matters  notwithstanding  the  discovery of the existence of any
additional Claims or facts relating thereto.

     ADEA  CLAIMS.   Executive  acknowledges  and  agrees  that  this  Agreement
constitutes  a voluntary  waiver of any and all rights and claims  Executive may
have as of this  date,  including  rights  or  claims  arising  under  the ADEA.
Executive has waived rights or claims pursuant to this Agreement in exchange for
consideration,  the value of which  exceeds  payment  or  remuneration  to which
Executive  was  entitled,  and a portion  of such  additional  consideration  is
attributable  to this ADEA portion of the Agreement.  Executive has been advised
that he may consult with the attorney of his choosing  concerning this Agreement
prior to executing it.  Executive  also has been allowed a period of at least 21
days to consider the terms of this Agreement, and in the event Executive decides
to execute this Agreement in fewer than 21 days, he has done so with the express
understanding  that he has been given and declined the  opportunity  to consider
this Agreement for a full 21 days. Executive also understands that he may revoke
the release  contained in this Agreement  regarding claims under the ADEA at any
time  during  the  seven  (7)  days  following  the  date of  execution  of this
Agreement, and such release shall not become effective or enforceable until such
revocation period has expired.

     CONFIDENTIALITY.   The  terms  of  this   Agreement   shall  be  considered
confidential  and except for such  disclosures  as the Company may be advised by
counsel  should  be made in  order  to  discharge  its  obligations  as a public
company,  the  terms  and  conditions  of this  Agreement  will not be  publicly
released by any party without the prior written consent of the other.

     GENERAL PROVISIONS.

         1.       NOTICES. All notices, requirements,  requests, demands, claims
or other communications hereunder shall be in writing. Any notice,  requirement,
request,  demand,  claim or other  communication  herender  shall be deemed duly
given (i) if personally  delivered,  when so delivered,  (ii) if mailed, two (2)
business  days  after  having  been  sent  by  registered  or  certified   mail,
return-receipt  requested,   postage  prepaid  and  addressed  to  the  intended
recipient  as set forth  below or (iii) if sent  through an  overnight  delivery
service under  circumstances by which such service guarantees next day delivery,
the date following the date so sent:

If to the Company, to:       BioSource International, Inc.
                             542 Flynn Road
                             Camarillo, California 93012
                             Attn: Chief Executive Officer


                                        4
<PAGE>


       with a copy to:       Stubbs Alderton & Markiles, LLP
                             15821 Ventura Blvd., Suite 525
                             Encino, CA 91436
                             Attn: Scott Alderton, Esq.

If to Executive, to:         the address set forth on the signature page hereof.

Any party may change the address to which notices, requests, demands, claims and
other  communications  hereunder  are to be  delivered by giving the other party
notice in the manner herein set forth.

         2.       ASSIGNMENT.  This  Agreement  and the benefits  hereunder  are
personal to Executive and are not assignable or transferable,  even by operation
of the laws of  intestacy.  The  Company may not assign  this  Agreement  to any
person, firm or company;  PROVIDED HOWEVER, that this Agreement and the benefits
hereunder  may be  assigned  by the  Company to any  corporation  into which the
Company  may be merged or  consolidated,  and this  Agreement  and the  benefits
hereunder will automatically be deemed assigned to any such corporation.

         3.       ENTIRE  AGREEMENT.  This Agreement and the Options contain the
entire  agreement  among the parties  hereto with respect to the subject  matter
hereof and supersedes any and all other previous  written or oral  negotiations,
commitments, understandings, agreements and any other writings or communications
in respect of such subject matter.

         4.       AMENDMENTS.   This   Agreement   may  be  modified,   amended,
superseded or terminated only by a writing duly signed by both parties.

         5.       SEVERABILITY.   Any  provision  of  this  Agreement  which  is
invalid,  illegal  or  unenforceable  in  any  jurisdiction  shall,  as to  that
jurisdiction,  be  ineffective to the extent of such  invalidity,  illegality or
unenforceability,  without affecting in any way the remaining  provisions hereof
in such  jurisdiction or rendering that or any other provision of this Agreement
invalid, illegal or unenforceable in any other jurisdiction.

         6.       NO  WAIVER.  Any  waiver  by  either  party of a breach of any
provisions of this Agreement shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this Agreement.  The failure of either party to insist upon strict  adherence to
any term of this  Agreement on one or more  occasions  shall not be considered a
waiver or to deprive  such party of the right  thereafter  to insist upon strict
adherence to that term or any other term of this Agreement.

         7.       BINDING EFFECT.  This Agreement shall be binding on, and shall
inure to the  benefit  of,  the  parties  hereto  and their  permitted  assigns,
successors and legal representatives.

         8.       COUNTERPARTS.  This  Agreement  may be executed by the parties
hereto in separate counterparts,  each of which when so executed shall be deemed
to be an original and all of which when taken together shall  constitute one and
the same document.


                                       5
<PAGE>


         9.       GOVERNING LAW. This Agreement has been  negotiated and entered
into in the State of California  and shall be construed in  accordance  with the
laws of the State of  California,  without regard to conflicts of law principles
thereof.


                                       6
<PAGE>


         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Agreement  to be
executed on its behalf by its duly authorized officer and Executive has executed
the same as of the day and year first above written.



                                       THE "COMPANY"

                                       BIOSOURCE INTERNATIONAL, INC.

                                       By:   /s/ Charles C. Best
                                             -----------------------------------
                                             Name:  Charles C. Best
                                             Title: Chief Financial Officer



                                       "EXECUTIVE"

                                       /s/ Leonard Hendrickson
                                       -----------------------------------------
                                       Leonard Hendrickson

                                       HOME ADDRESS:

                                       4063 Dover Road
                                       La Canada, CA  91011-4026

                                       Mailing Address:
                                       PO Box 1052
                                       La Canada, CA 91012-1052


                                       7
<PAGE>


                                   SCHEDULE A

                              OPTIONS AS OF 9/30/03



<TABLE>
<CAPTION>

 GRANT DATE    EXPIRATION        GRANT       NUMBER OF     OPTION        OPTIONS      OPTIONS
                  DATE           TYPE         OPTIONS     EXERCISE     OUTSTANDING    VESTED
                                              GRANTED      PRICE
<S>           <C>           <C>               <C>          <C>           <C>         <C>
   1/1/1995     1/1/2005    Non-Qualified      10,000       $2.13          8,000       8,000
   9/4/1996     9/4/2006    Non-Qualified      10,000       $7.53         10,000      10,000
   1/1/1997     1/1/2007    Non-Qualified       4,000       $7.63          4,000       4,000
   1/1/1998     1/1/2008    Non-Qualified       4,000       $6.38          4,000       4,000
 12/17/1998   12/17/2008    Non-Qualified      25,000       $2.56         25,000      25,000
 12/17/1999   12/17/2009    Non-Qualified       4,000       $3.69          4,000       4,000
 12/15/2000   12/15/2010    Non-Qualified       4,000      $16.56          4,000       4,000
 10/15/2001   10/15/2011    Non-Qualified     280,000       $5.19        280,000     134,165
</TABLE>


                                       8