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Separation Agreement and Release of All Claims - Kenneth Charbonneau and Poore Brothers Inc.

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                              SEPARATION AGREEMENT
                                       AND
                              RELEASE OF ALL CLAIMS


This  Separation  Agreement and Release of All Claims  ("Agreement")  is entered
into this 5 day of March,  1997,  between Kenneth  Charbonneau  ("Employee") and
Poore Brothers,  Inc. ("Employer").  The term "parties" shall refer collectively
to both of these entities.

         In consideration of the mutual promises herein contained,  the adequacy
of which consideration is hereby acknowledged, the parties agree as follows.

         1. Employee's  employment by Employer is terminated by mutual agreement
as of March 5, 1997 (the "Termination Date").

         2. Employer shall provide the following severance benefits to Employee:

                  a.  Employer  shall pay Employee  four months  severance  pay,
subject to  appropriate  withholding  and  deductions  as required by law.  This
severance  pay shall be paid to Employee by  continuing  to pay him/her  amounts
equaling his/her regular salary during the employment, on the regular paydays of
Employer, until the severance amount is paid in full.

                  Employee's entitlement under this formula totals $26,000.

                  b. Any vested stock  options held by Employee  shall expire on
March 31, 1998.  Employee may exercise  such stock  options at any time prior to
the expiration date.

                  c. Any unvested  stock  options  held by  Employee,  that were
scheduled  to vest  within  six  months  after  the  date of  execution  of this
Agreement,  will vest as of the execution of this  Agreement and will be subject
to the expiration date stated in paragraph 2b above.

                  d.  Employer  shall  continue   Employee's  medical  and  life
insurance during the severance  period  specified in subparagraph a above.  Upon
the  expiration  of the  severance  period,  Employee  shall  have all rights to
continuation  of such  coverages  as may be provided by law,  including  without
limitation COBRA.

                  e. Employer shall pay Employee  his/her  accrued  vacation not
yet taken or paid.
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Release of All Claims
Page 2


         The  parties  acknowledge  that the above  payments  and  benefits  are
consideration  in addition  to  anything  of value to which  Employee is already
entitled.

         3.  Employee,   on  behalf  of  himself/herself   and  his/her  marital
community, heirs, executors,  assigns and personal representatives,  does hereby
release  and  forever  discharge  Employer  and any parent  company,  subsidiary
company,  and any other company  affiliated with or under common  ownership with
Employer,  and each of their respective  current and former officers,  partners,
principals,  directors,  shareholders,  attorneys,  employees, agents, servants,
representatives,   independent  contractors,   guarantors,   heirs,  successors,
insurers,  assigns,  and  all  affiliated  entities,   hereinafter  collectively
referred to as "the Released Parties," from any and all claims,  demands, causes
of actions, or liability of any kind or character,  known or unknown, arising or
accruing  through the date this  Agreement  is executed by  Employee,  including
without  limitation  all  claims  that  are in any  way  related  to  Employee's
employment by Employer or the termination thereof.

         Without  limiting the  generality  of the  foregoing,  the full release
contained in this paragraph applies to all claims arising under the Civil Rights
Act of 1964;  the Age  Discrimination  in Employment  Act of 1967; the Americans
With Disabilities Act of 1990; the Labor Management  Relations Act; the Employee
Retirement Income Security Act of 1974; the Fair Labor Standards Act; the Family
and Medical Leave Act; the Immigration  Reform and Control Act; the Consolidated
Omnibus Budget  Reconciliation  Act; the Occupational  Safety and Health Act, or
any  comparable  state  occupational  safety and health  statute;  the  Workers'
Adjustment and Retraining  Act; 42 U.S.C. ss 1981; the Arizona Civil Rights Act;
the Arizona Wage Act; or under any other  applicable  state or federal  statute;
and to any common law cause of action,  including without  limitation claims for
breach of contract,  wrongful discharge, unpaid wages, tort, personal injury, or
any claim for attorney's fees or other damages, costs or expenses of any kind or
nature.

         Notwithstanding the foregoing,  the release contained in this paragraph
does not waive any claim  arising  out of any breach or  alleged  breach of this
Agreement, or any claim that may arise after the date this waiver is executed.

         4. Each of the persons  identified as a subject or  beneficiary  of the
release  provisions  of  paragraph  3 above is  intended  as,  and is  expressly
designated as, a third party beneficiary of this Agreement.
                                       2
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Release of All Claims
Page 3


         5. On or before the  effective  date of  termination  set forth  above,
Employee shall return all of Employer's property in his/her possession, custody,
or control,  including without limitation all records,  files, goods, equipment,
documents, computer software, data, disks, and any other property of any kind or
description whatsoever, including (if applicable) all copies thereof.

         6. Employee  agrees to keep the terms of this  Agreement  confidential,
and not to disclose the terms of this  Agreement to any person  except as may be
required  by law.  This  obligation  shall be equally  binding  upon  Employee's
counsel and upon his/her spouse, who shall also keep the terms of this Agreement
confidential  and not disclose  them to any person  except as may be required by
law.

         7.  Consistent  with the full  release  contained in paragraph 3 above,
Employee agrees not to file or lodge any type of complaint alleging violation of
any law by  Employer  with  any  agency,  or  otherwise  disparage  Employer  in
statements  to any person or assert any  claims or  demands  against  it. In the
event that Employee brings such a lawsuit or files or lodges such a complaint in
breach of this  paragraph,  then Employee shall be required (in addition to such
damages as may be recoverable by Employer) to reimburse  Employer the sum and/or
value  of all  severance  benefits  received  pursuant  to  paragraph  2 of this
Agreement.

         8. Employee understands and agrees that the execution of this Agreement
and the provision of severance benefits described herein are not to be construed
as an  admission  by Employer of any  liability  to  Employee,  liability  being
expressly  denied;  but this  Agreement  instead  represents  a  compromise  and
settlement of disputed and unliquidated claims.

         9.  Employee  is hereby  advised to  consult  with an  attorney  before
executing this Agreement.  By his/her  signature hereon,  Employee  acknowledges
that  he/she has been so  advised,  and that  he/she has had an  opportunity  to
consult  with,  and has  consulted  with,  an  attorney  before  executing  this
Agreement.
                                       3
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Release of All Claims
Page 4


         10.  Employee  acknowledges  that  he/she  has been  given a period  of
twenty-one (21) days within which to consider this Agreement.

         11.  For a period of seven (7) days  following  the  execution  of this
Agreement by  Employee,  Employee may revoke the  agreement,  and the  Agreement
shall not  become  effective  or  enforceable  until the  revocation  period has
expired.  This  Agreement  shall become  effective upon the eighth day following
Employee's  signature  hereon,  provided that Employee has delivered this signed
Agreement to Employer within the same period (the "Effective Date").

         12. This Agreement  constitutes the entire Agreement and  understanding
among  the  parties  hereto  with  respect  to the  subject  matter  hereof  and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions  express or implied,  oral or written,  of any nature  whatsoever
with respect to the subject matter hereof. This Agreement may not be modified or
amended other than by an agreement in writing  signed by the party to be charged
with such modification or amendment.

         13.  Should any  litigation  be  commenced  between the parties  hereto
concerning the terms of this Agreement,  or the rights and duties of the parties
hereto under this Agreement,  the prevailing  party in such litigation  shall be
entitled,  in addition to such other  relief as may be granted,  to a reasonable
sum as and for the  prevailing  party's  attorneys'  fees,  experts'  fees,  and
expenses of litigation.

         14. The  provisions of this  Agreement are  independent of and separate
and severable  from each other,  and no provision  shall be affected or rendered
invalid or  unenforceable by virtue of the fact that for any reason any other or
others  of them may be  invalid  or  unenforceable  in whole or in part.  If any
provision of this Agreement is held by a court of competent  jurisdiction  to be
invalid or  unenforceable,  that provision shall be deemed modified and replaced
by a  provision,  as similar in form,  content  and effect as  possible,  to the
invalid or  unenforceable  provision and the Agreement  shall be deemed reformed
accordingly.  Notwithstanding the foregoing,  however, the obligations of either
party shall be rendered null and void if any part of the material  consideration
for that  party's  obligations  is or becomes  unenforceable  and no  reasonable
substitute provision with the same material effect is available to the parties.
                                       4
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Release of All Claims
Page 5



         15.  Neither  the  failure  nor any  delay on the part of any  party to
exercise  any right,  remedy,  power or  privilege  under this  Agreement  shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
right, power, or privilege preclude any other or further exercise of the same or
of any other  right,  remedy,  power or  privelege,  nor shall any waiver of any
right, remedy, power or privilege with respect to any occurrence be construed as
a waiver of such rights,  remedy,  power, or privilege with respect to any other
occurrence.

         16. This Agreement is the product of  negotiation  between the parties.
This Agreement shall be construed in accordance with its plain meaning and shall
not be construed for or against any party on account of the role of any party or
its counsel in the drafting of this Agreement.

         17. This Agreement shall be governed by the substantive laws of Arizona
and any action to enforce or construe this Agreement or to declare the rights of
the parties  hereunder  shall be commenced and  maintained in a state or federal
court in Arizona.

         18.  Employee has read this  Agreement, and  understands the extent and
effect of its terms,  the  relinquishment  of his/her legal rights and the legal
consequences  involved in entering  into this  Agreement.  Employee is satisfied
with the terms and  conditions  of  settlement  represented  by this  Agreement.
Employee is signing this Agreement voluntarily.



                                       "Employee":

                                       Kenneth Charbonneau
                                       ------------------------------
                                       (Print name)


                                       /s/ Kenneth Charbonneau
                                       ------------------------------
                                       (Signature)



                                       "Employer":
                                       POORE  BROTHERS, INC.


                                       By /s/ Eric Kufel
                                       ------------------------------
                                       Its: President and CEO
                                       5
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Release of All Claims
Page 6

Spousal Consent

         Darlene J. M-Charbonneau, spouse of Employee,  acknowledges that he/she
has read the  foregoing  Settlement  Agreement  and Release of All  Claims,  and
agrees, in consideration of the promises of Employee  contained  therein,  to be
bound by the terms thereof,  including without limitation the release of any and
all claims that  he/she  might have  against  Employer  and any parent  company,
subsidiary  company,  and any  other  company  affiliated  with or under  common
ownership  with  Employer,  and each of  their  respective  officers,  partners,
principals,  directors,  shareholders,  attorneys,  employees, agents, servants,
representatives,   independent   contractors,   guarantors,  heirs,  successors,
insurers,  assigns, and all affiliated entities, that are in any way related to,
resulting  from,  or arising out of Employee's  employment  with Employer or the
termination of that employment.


                                       Darlene J. M-Charbonneau
                                       ------------------------------
                                       Print name



                                       /s/ Darlene J. M-Charbonneau
                                       ------------------------------
                                       Signature
                                       6
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Release of All Claims
Page 7


STATE OF ARIZONA  )
                  )  ss.
Maricopa County   )

         On this  10th day of March,  1997,  before  me the  undersigned  notary
public,  personally  appeared Darlene  Charbonneau,  who acknowledged to me that
he/she executed the within instrument for the purposes therein expressed.


                                          /s/ Gena P. VanDenBerg
                                          ----------------------
                                          Notary Public

My Commission Expires: March 23, 1999
                       --------------
                                             "OFFICIAL SEAL"
                                             Gena P. Vandenberg
STATE OF ARIZONA  )                          Notary Public-Arizona
                  )  ss.                     Maricopa County
Maricopa County   )                          My Commission Expires 3/23/99


         On this  12th day of March,  1997,  before  me the  undersigned  notary
public,  personally  appeared  Kenneth Charbonneau,  who acknowledged to me that
he/she executed the within instrument for the purposes therein expressed.



                                          /s/ Gena P. VanDenBerg
                                          ----------------------
                                          Notary Public

My Commission Expires: March 23, 1999
                       --------------
                                             "OFFICIAL SEAL"
                                             Gena P. Vandenberg
STATE OF ARIZONA  )                          Notary Public-Arizona
                  )  ss.                     Maricopa County
Maricopa County   )                          My Commission Expires 3/23/99

         On this  12th day of March,  1997,  before  me the  undersigned  notary
public, personally appeared Eric Kufel, who acknowledged to me that he/she is an
authorized  agent of Poore  Brothers,  Inc., and as such has executed the within
instrument for the purposes therein expressed.



                                          /s/ Gena P. VanDenBerg
                                          ----------------------
                                          Notary Public

My Commission Expires: March 23, 1999
                       --------------
                                             "OFFICIAL SEAL"
                                             Gena P. Vandenberg
                                             Notary Public-Arizona
                                             Maricopa County
                                             My Commission Expires 3/23/99