EXHIBIT
      10.1

    


    SEPARATION
      AGREEMENT AND RELEASE 

    


    This
      Separation Agreement and Release (the “Agreement”), dated as of May 21, 2008
      (“Effective Date”), is entered into by and between Asian Financial, Inc.
      (“Company”) and William Edward Milewski (“Executive”). 

    


    RECITALS

    


    WHEREAS,
      Company
      and Executive entered into an employment agreement, entitled Chief Financial
      Officer Employment Agreement, dated as of March 1, 2008 under which Executive
      served as Chief Financial Officer of Company (the “Employment
      Agreement”);

    


    WHEREAS,
      Company
      and Executive entered into a Confidentiality and Invention Assignment Agreement
      dated as of March 1, 2008 for the protection of Company confidential information
      as defined therein (the “Confidentiality Agreement”); 

    


    WHEREAS,
      Company
      and Executive mutually desire to enter into an agreement to (a) acknowledge
      Executive’s resignation from his position with Company and (b) evidence certain
      understandings and covenants to be undertaken by each party in connection with
      Executive’s resignation; and

     

    WHEREAS,
      the
      parties have agreed to set forth in writing their mutual decision to enter
      into
      this Agreement.

    


    AGREEMENT

    


    NOW,
      THEREFORE,
      in
      consideration for the promises, compensation, waiver and release, and agreements
      hereinafter set forth, Company and Executive agree as follows:

    


    1. Resignation:
      Executive hereby acknowledges and confirms that Executive has tendered his
      resignation as an officer and employee of Company, effective as of the Effective
      Date, and subject to the terms and conditions of this Agreement, Company hereby
      acknowledges and accepts such resignation, it being understood that following
      the Effective Date, subject to Section 2 hereof, Executive shall no longer
      hold
      any office or position with Company. 

    


    (a) Payment
      of Final Wages:
      Company
      shall pay Executive an amount equal to all unpaid base salary to which Executive
      is entitled pursuant to Section 2.1 of the Employment Agreement, together with
      any accrued but unused vacation days (the “Final Wage Payment”). 

    


    (b) SEC
      Form 8-K: Executive
      acknowledges and agrees that Company may issue a Form 8-K announcing Executive’s
      resignation substantially in the form delivered to the Executive on the
      Effective Date.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c) Bonus:
      Company
      shall pay Executive a bonus equal to one month base salary of $14,000 (after
      taxes, deductions or other charges required to be withheld by law which shall
      be
      paid by Company on Executive’s behalf) on the Effective Date in recognition of
      the contributions made by Executive to Company during his term of employment
      with Company.

    


    2. Consulting
      Services:
      Company
      hereby engages Executive as an external consultant for the eight-month period
      commencing on the Effective Date and ending on January 21,
      2009
      (the “Term”). During the Term, Executive shall provide certain advisory services
      to Company as and when requested by Company (the “Services”).

    


    (a) Compensation:
      In
      consideration for the Services, Company
      shall pay Executive $3,500 (after taxes, deductions or other charges required
      to
      be withheld by law which shall be paid by Company on Executive’s behalf) on each
      monthly anniversary of the Effective Date, beginning in June 2008 until January
      2009 (the “Consulting Fees”). Payment of the Consulting Fees shall be effected
      by wire transfer to an account designated in writing by Executive or, if no
      such
      designation is provided, to the same account designated by Executive in respect
      of the Final Wage Payment. Executive acknowledges and agrees that the payments
      and rights referred to in this Section 2 do not constitute compensation for
      Executive’s time worked and services rendered prior to the Effective Date, but
      rather constitute consideration for the promises contained in this Agreement,
      and that such consideration is above and beyond any wages or salary or other
      sums to which Executive is entitled from Company under the terms of his
      employment with Company or under any other contract or law. 

    


    (b) Independent
      contractor status: Executive
      shall be an independent contractor within the meaning and requirement of
      applicable laws or customs during the Term. Under no circumstances shall
      Executive look to Company as his or her employer, or as a partner, agent or
      principal. Executive shall not be entitled to any benefits accorded to Company’s
      employees, including but not limited to worker’s compensation, disability
      insurance, vacation or paid time off. Executive shall be responsible for
      providing, at Executive’s sole expense, and in Executive’s name, all insurance
      required by law, including but not limited to disability, worker’s compensation
      or general liability insurance, as well as all licenses or permits usual or
      necessary for the performance of Executive’s services under this Agreement.


    


    Nothing
      in this Agreement shall authorize Executive to bind or contract on behalf of
      Company, to act as a person or agent upon which service of process may be made
      on behalf of Company, to accept service of process on behalf of Company, to
      create or establish a partnership, joint venture, or any agency relationship
      between Company and Executive, or to act as an employee or servant of Company.
      Company shall not be responsible in any way for any obligation or liability
      incurred or assumed by Executive. Executive shall at no time represent himself
      as an employee, partner or agent of Company.

    


    3. Fringe
      Benefits; Paid Leave:
      Executive’s participation in Company’s benefits plans shall cease as of the
      Effective Date, and Executive thereafter shall not be eligible to participate
      in
      any of Company’s benefit plans, including, but not limited to, any dental or
      medical insurance, long term care plans, retirement or 401(k) plans, vacation
      leave, sick leave, long term disability insurance, life insurance, or personal
      accident insurance. Nothing in this Section shall prevent Executive from
      participating in a COBRA continuation coverage program or any similar state
      medical and dental insurance continuation coverage program.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4. Return
      of Company Property: Executive
      agrees that, on or before the Effective Date, Executive shall return all
      property of Company, its direct and indirect parents, their respective
      subsidiaries, affiliates and any divisions thereof which is in his possession,
      including, but not limited to, documents, contracts, agreements, plans,
      photographs, books, notes, electronically stored data, and all copies of the
      foregoing as well as any automobile or other materials or equipment supplied
      by
      Company or its affiliates to Executive.

    


    5. Waiver
      and Release

    


    (a) Except
      for any rights granted under this Agreement, Executive, for himself and for
      his
      heirs, assigns, executors and administrators, hereby releases, remises and
      forever discharges Company, its parents, subsidiaries, affiliates, divisions,
      predecessors, successors, assigns, directors, officers, partners, attorneys,
      shareholders, administrators, employees, agents, representatives, employment
      benefit plans, plan administrators, fiduciaries, trustees, insurers and
      re-insurers, and all of their predecessors, successors and assigns,
      (collectively, the “Releasees”), of and from all claims, causes of action,
      covenants,
      contracts, agreements, promises, damages, disputes, demands, and all other
      manner
      of
      actions
      whatsoever, in law or in equity, that Executive ever had, may have had, now
      has
      or that his heirs, assigns, executors or administrators hereinafter can, shall
      or may have, whether known or unknown, asserted or unasserted, suspected or
      unsuspected, as a result of Executive’s employment, the termination of that
      employment, or any act or
      omission which
      has
      occurred at any time up to and including the date of the execution of this
      Agreement
      (the
“Released Claims”).

    


    The
      Released Claims include,
      without
being
      limited to,
      any and
      all claims, demands and causes of action under
      the
      following laws, all as amended—the
      Civil Rights Acts of 1866 and 1964,
      42
      U.S.C. Sections 1981 and 2000(e) et
      seq.;
      the
      Civil Rights Act of 1991; the Americans with Disabilities Act of 1990,
42
      U.S.C.
      Sections 12,101 et
      seq.;
      the
      Rehabilitation Act of 1973, 29
      U.S.C.
      Section 701 et
      seq.;
      the
      Employee Retirement Income Security Act, 29 U.S.C. Section 1001 et
      seq.;
      the Age
      Discrimination in Employment Act, 29 U.S.C. Section 621 et
      seq.;
      and
      any
      other
      federal, state or local
      statute,
      regulation,
      common
      law
      or
      decision
      concerning discrimination, pay, benefits, or any other aspect of employment
      or
      any other matter.
      The
      Released Claims do not include any rights that cannot by law be released by
      private agreement.

    


    Executive
      acknowledges that different or additional facts may be discovered in addition
      to
      what he now knows or believes to be true with respect to the matters herein
      released, and Executive agrees that this Agreement shall be and remain in effect
      in all respects as a complete and final release of the matters released,
      notwithstanding any such different or additional facts. Executive represents
      and
      warrants that he has not previously filed or joined in any claims
      that are released herein
      and that
      he has not given or sold any portion of any claims released herein to anyone
      else.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) Executive
      agrees that from and after the date of the receipt of this Agreement, he will
      not, directly or indirectly, provide to any person or entity any information
      that concerns or relates to the negotiation of or circumstances leading to
      the
      execution of this Agreement or to the terms and conditions hereof, except:
      (i)
      to the extent that such disclosure is specifically required by law or legal
      process or as authorized in writing by Company; (ii) to his tax advisors as
      may
      be necessary for the preparation of tax returns or other reports required by
      law; (iii) to his attorneys as may be necessary to secure advice concerning
      this
      Agreement; or (iv) to members of his immediate family. Executive agrees that
      prior to disclosing such information under parts (ii), (iii) or (iv) of this
      Section 5(b), he will inform the recipients that they are bound by the
      limitations of this Section. Executive further agrees that subsequent disclosure
      of such information by any such recipients shall be deemed to be a disclosure
      by
      Executive in breach of this Agreement.


    


    6. Release
      of ADEA Claims

    


    Executive
      agrees and understands that he is specifically releasing all claims under the
      Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Sections
      621
et
      seq. Executive
      affirms that he has read the Agreement in its entirety and has had a full and
      fair opportunity to consider and understand its terms and to be advised by
      his
      counsel. Executive further acknowledges that he understands the Agreement and
      has, of his own free will, without coercion, agreed to the terms of the
      Agreement. Executive further understands that he has been advised herein in
      writing that: (i) he should consult with an attorney before signing the
      Agreement; (ii) that he has at least twenty-one (21) days to consider the
      Agreement; (iii) that if he signs this Agreement, he may revoke it within
      seven (7) days after he signs it; and (iv) that this Agreement shall not be
      enforceable until the seven (7) day revocation period has expired without the
      Agreement having been revoked as provided herein. Revocation shall be made
      by
      delivering a written notice of revocation to: 

    


    Fiona
      Feng

    Asian
      Financial, Inc.

    4/F,
      No.
      3 Jinyuan Road

    Daxing
      District Industrial Development Zone

    Beijing,
      People’s Republic of China

    Post
      Code: 102600

    


    For
      such
      revocation to be effective, notice must be received by the Company
      representative designated above no later than 8:00 a.m. on the eighth
      (8th)
      calendar day after the day on which Executive signs this Agreement. The parties
      expressly agree that, in the event that Executive revokes this Agreement, the
      Agreement shall be null and void and have no legal or binding effect whatsoever.
      The parties to this Agreement recognize that Executive may elect to sign this
      Agreement before the expiration of the twenty-one (21) day consideration period
      specified herein, and Executive agrees that if he elects to do so, he shall
      manifest such election by signing Attachment A to this Agreement.

     

    If
      Executive does not execute this Agreement within the twenty-one (21) day
      consideration period, the Agreement shall be deemed revoked and shall have
      no
      legal or binding force or effect.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    7. Legal
      Expenses: Company
      agrees to pay for all reasonable legal fees actually and directly incurred
      by
      Executive on behalf of Executive if, by reason of Executive’s Corporate Status,
      Executive is made a party to or participant in any legal proceeding against
      Company, provided that (a) Executive consents to the appointment and direction
      of legal counsel by Company for and on behalf of Executive in any such legal
      proceeding and (b) Executive shall reimburse Company for any such fees paid
      by
      Company on his behalf in any such legal proceedings resulting in liability
      to
      Executive as a direct result of Executive’s negligence or active or passive
      wrongdoing. For purposes hereof, the term “Corporate Status” means the status of
      Executive as Chief Financial Officer of Company.

    


    8. Entire
      Agreement, Amendment:
      Each of
      Company and Executive acknowledges that no promise, inducement or other
      agreement not expressly contained in this Agreement has been made conferring
      any
      benefit upon the other; that this Agreement contains the entire agreement
      between Executive and Company with respect to Executive’s employment and ending
      of employment with Company; and that, with the exception of the Confidentiality
      Agreement, all prior agreements, understandings, oral agreements and writings
      between Executive and Company are expressly superseded by this Agreement and
      are
      of no further force and effect. The Confidentiality Agreement, and Executives
      duties and obligations under that agreement, shall remain in full force and
      effect. This Agreement may not be altered, modified or amended except by written
      agreement signed by both parties hereto. 

    


    9. Non-disparagement: Executive
      agrees that he will not make to any person or entity any false, disparaging,
      or
      derogatory comments about Company, its business affairs, its employees, clients,
      contractors, affiliates, agents, or any of the other Releasees
      as defined in Section 5.
      If
      Executive is asked about Executive’s termination and/or resignation, Executive
      may only state that Executive voluntarily resigned from Company due to health
      reasons.

    


    10. Requests
      for References
      and Year-end Tax Information

     

    (a) References: Executive
      agrees that he shall direct all requests for references or other inquiries
      concerning Executive’s employment with Company to the attention of Fiona
      Feng, Assistant to the Chairman of Company, who
      shall
      respond to the request by providing only the starting and ending dates of
      Executive’s employment with Company, and the last position held by Executive.
      This Section 10(a) shall not apply to Company’s response to agency
      inquiries,
      governmental investigations,
      or
      court processes. 

    


    (b) Year-end
      Tax Information: For
      the
      sole purpose of Executive’s preparation of his 2008 and 2009 income tax returns
      to be filed with the United States Internal Revenue Service, at the reasonably
      request of Executive, Company shall, promptly after the 2008 and 2009 calendar
      year-ends, provide Executive with a wage and tax statement setting forth the
      aggregate income received by Executive from Company, including any taxes,
      deductions or other charges paid by Company on Executive’s behalf, pursuant to
      the Employment Agreement and this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    11. Remedies:
      Executive
      acknowledges and agrees that if Executive breaches any obligation under this
      Agreement, Company will suffer immediate and irreparable harm and damage for
      which money alone cannot fully compensate Company. Executive therefore agrees
      that upon such breach or threatened breach of any obligation under this
      Agreement, Company shall be entitled to a temporary restraining order,
      preliminary injunction, permanent injunction or other injunctive relief
      compelling Executive to comply with any or all such provisions. This Section
      shall not be construed as an election of any remedy, or as a waiver of any
      right
      available to Company under this Agreement or the law, including the right to
      seek damages from Executive for a breach of any provision of this Agreement,
      nor
      shall this Section be construed to limit the rights or remedies available under
      applicable law for any violation of any provision of this
      Agreement.

     

    12. General:
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Wyoming. The language of all parts of this Agreement shall in
      all
      cases be construed as a whole, according to the language’s fair meaning, and not
      strictly for or against any of the parties. This Agreement shall be binding
      upon
      and inure to the benefit of the parties and their respective representatives,
      successors and permitted assigns.
      Neither
      the waiver by either party of a breach of or default under any of the provisions
      of the Agreement, nor the failure of such party, on one or more occasions,
      to
      enforce any of the provisions of the Agreement or to exercise any right or
      privilege hereunder shall thereafter be construed as a waiver of any subsequent
      breach or default of a similar nature, or as a waiver of any provisions, rights
      or privileges hereunder.
      The
      parties agree to take or cause to be taken such further actions as may be
      necessary or as may be reasonably requested in order to fully effectuate the
      purposes, terms, and conditions of this Agreement. This Agreement and the rights
      and obligations of the parties hereunder may not be assigned by either party
      without the prior written consent of the other party. 
      In the
      event that any one or more of the provisions of this Agreement, or any part
      thereof, shall be held to be invalid, illegal or unenforceable, the validity,
      legality and enforceability of the remainder of this Agreement shall not in
      any
      way be affected or impaired thereby. This Agreement may be signed in one or
      more
      counterparts, each of which shall be deemed an original, and all of which
      together shall constitute one instrument.

    


    13. Voluntarily
      Entering Agreement: Executive
      acknowledges that Executive (a) have had a sufficient period to consider and
      review this Agreement before signing it; (b) have carefully read this Agreement;
      and (c) fully understand this Agreement and are entering into them
      voluntarily.

    


    14. Non-Admission
      of Liability: Company
      has entered into this Agreement and this General Release with Executive to
      effect a mutually acceptable resolution of each claim that is released in
      Section 5. Company does not believe or admit that it or any other Releasee
      has
      done anything wrong. Executive agrees that this Agreement is not admissible
      in
      any court or other forum for any purpose other than the enforcement of its
      terms.

    


    15. Advice
      of Counsel:
      Executive acknowledges that, in executing this Agreement, Executive has had
      the
      opportunity to seek the advice of independent legal counsel, and Executive
      has
      read and understands all of the terms and provisions of this Agreement. This
      Agreement shall not be construed against any party by reason of the drafting
      or
      preparation thereof.

    


    [Signature
      page follows]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    The
      parties have executive this Agreement on the respective dates set forth
      below:

    


    
      	
              May
                21, 2008

            	 	
                
                /s/ William Edward Milewski

            
	 	 	
              William
                Edward Milewski

            
	 	 	 
	
              May
                21, 2008

            	 	
              Asian
                Financial, Inc.

            
	 	 	 	 
	 	 	
                
                /s/ Wenhua Guo

            
	 	 	
              By:
                

            	
              Wenhua
                Guo

            
	 	 	
              Title:
                

            	
              Chief
                Executive Officer

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ATTACHMENT
      A

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ELECTION
      TO EXECUTE SEPARATION AGREEMENT AND RELEASE OF ALL

     

    CLAIMS
      PRIOR TO EXPIRATION OF 21-DAY CONSIDERATION PERIOD

    


    I,
      William Edward Milewski, understand that I have twenty-one (21) days within
      which to consider and execute the attached Separation Agreement and Release
      of
      All Claims. However, after having an opportunity to consult counsel, I have
      freely and voluntarily elected to execute the Separation Agreement and Release
      of All Claims before such twenty-one (21) day period has expired.

    


    
      	
              May
                21, 2008 

            	 	
              /s/
                William Edward Milewski

            
	
              Date

            	 	
              William
                Edward Milewski