CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE

Exhibit 10.1

CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE

WHEREAS, John Ramos (“Ramos”or you) was employed by CapSource Financial, Inc. (“Company”) as Chief Financial Officer as a non-contract employee from June 1, 2008 until October 13, 2008;

WHEREAS, on October 13, 2008, Ramos’ employment with the Company was terminated by the Company;

WHEREAS, Ramos 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 Ramos or any other person, or that Ramos has any rights or claims whatsoever against the Company.

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

3.       The Company agrees to pay Ramos the following payments:

•        Payroll payments at the current rate and on the customary dates to and including November 30, 2008;

•        All salary accrued from inception of such accrual to and including October 15, 2008, such payment being due and payable to Ramos on or before November 30, 2008.

In executing this Agreement Ramos represents and warrants that he has been repaid for all of the expenses incurred by him on behalf of the Company and such payment was received by him on October 7, 2008.

4.       In consideration of the promises contained in this Agreement, Ramos 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 discrimination and/or sexual harassment) and retaliation under Title VII (42 U.S.C.A. 2000e etc.) and under 42 U.S.C.A. section 1981 and section 1983, age discrimination under the Age Discrimination in Employment Act (29 U.S.C.A. sections 621-634) as amended, under any relevant state statutes or municipal ordinances; (2) disputed wages; (3) wrongful discharge and/or breach of any alleged employment contract; and (4) claims based on any tort, such as invasion of privacy, defamation, fraud and infliction of emotional distress.