CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE

Exhibit 10.1

CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE

RECITALS

WHEREAS , Steven J. Kutcher (“Kutcher”or you) was employed by the Capsource Financial, Inc. (“Company”) as Chief Financial Officer pursuant to an Employment Contract dated January 9, 2006 and Amended April 26, 2006;

WHEREAS , on March 25, 2008, pursuant to a letter of resignation, Kutcher voluntarily terminated his employment with the Company effective April 15, 2008;

WHEREAS , Kutcher and the Company have agreed to certain benefits in connection with the termination of the employee relationship;

NOW THEREFORE the Parties agree as follows:

TERMS OF AGREEMENT

1.    This Agreement shall not be in any way construed as an admission by the Company that it has acted wrongfully with respect to Kutcher or any other person, or that Kutcher has any rights whatsoever against the Company.

2.    This Agreement shall not be in any way construed as an admission by Kutcher that he has acted wrongfully with respect to the Company or any other person, or that the Company has any rights whatsoever against Kutcher.

3.    The Company agrees that Kutcher is due the following amounts pursuant to his  employment contract and by other agreements:

Accordingly the total amount due Kutcher pursuant to this Agreement is $103,108.15 (“Total Amount Due”).

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4.    In exchange for the promises contained in this Agreement and release of claims as set forth below, and provided that you sign this agreement and return it to me by 5:00 PM, (CDT), March 26, 2008, and do not revoke this Agreement as set forth in Paragraph 14(d):

a.  The Company will pay you the 20% of the Total Amount Due each month over a period of five (5) consecutive months beginning April 15, 2008, and ending August 15, 2008.

b.  Unpaid amounts under this Agreement will accrue interest at the rate of 11% per annum.

c.  The Company will arrange for all amounts due pursuant to this Agreement to be personally guaranteed by the Company’s Chairman, Randolph M. Pentel.

d.  Notwithstanding the foregoing, should CapSource sell its REMEX operating facility or the capital stock thereof for a cash price in excess of Eight Hundred Thousand Dollars ($800,000) U.S. CapSource will, within two (2) business days of the closing of such transaction pay to Kutcher all unpaid amounts due to him pursuant to this agreement.

5.    In consideration of the promises contained in this Agreement, Kutcher agrees:

a.  On behalf of yourself and anyone claiming through you, irrevocably and unconditionally to release, acquit and forever discharge the Company and/or its parent corporation, subsidiaries, divisions, predecessors, successors and assigns, as well as each’s past and present officers, directors, employees, shareholders, trustees, joint venturers, partners, and anyone claiming through them (hereinafter “Releaseees” collectively), in each’s individual and/or corporate capacities, from any and all claims, liabilities, promises, actions, damages and the like, known or unknown, which you ever had against any of the Releasees arising out of or relating to your employment with the Company and/or the termination of your employment with the Company. Said claims include, but are not limited to: (1) employment discrimination (including claims of sex dis