This
      Confidential Employment Separation Agreement and Release (the "Agreement")
      is
      between John Christopher Finley ("Executive") , on
      the
      one hand, and Fushi Copperweld, Inc. ("Fushi" or the "Company"), on the other
      hand .




WHEREAS , E x ecutive
      is currently employed as Chief Operating Officer of Fushi and serves on the
      Boards of Directors of certain entities affiliated w i th
      the
      Compa ny pursuant
      to an employment agreement between E x ecutive
      and Fushi ;




WHEREAS , Executive
      has pro v ided
      notice to Fushi of h i s
      intent
      to voluntari ly resign
      his employment with Fushi;




WHEREAS , as
      a
      result of Executive's decision, Executive will resign from hi s employment
      with Fushi and his seats on the Boards of Directors of entities affiliated
      with
      the Company effective June 1 , 2008
      (the
      "Separation Date"), and ;




WHEREAS , both
      Fushi and E x ecutive
      desire to enter into t his
      Agreement to fina ll y
      resolve
      al l questions
      of compensation , entitlement
      to benefit s, and
      any
      and all other cla i ms , whether
      known or unknown , which
      Executive could potentially have relating to E x ecutive's
      employment with and separation from his employment with Fushi . In
      e x change
      for Fushi providing these benefits to which Executive is not otherwise
      entitled , E x ecutive
      agrees to waive and settle any and all potential legal claims and rights
      relating to Executive's employment with and separation from Fushi .




NOW , THEREFORE, i n
      consideration of the mutual promises set forth below , and i n t ending
      to
      be legally bound, Fushi and E x ecutive
      agree as follow s:




1.  Current
      Employment Agreement .
      The
      Parties ac k nowledge
      and agree
      that they are parties to an employment agreement titled Executive Employment
      Agreement for John Chr i stopher
      Finley dated October 29 , 2007
      (the
      "Employment Agreement"). The Parties further acknowledge and agree that the
      Employment Agreement superceded and cancelled an earlier employment agreement
      between E x ecutive
      and Copperweld Bimetallics, LLC dated January 1 , 2007.
      Finally , the
      Parties acknowledge and agree that the Employment Agreement i s
      the
      only employmen t agreement
      in effect between them. The Parties agree that , except
      fo r Executive ' s
      post-emp l oyment
      covenants and obligations in the Employment Agreement , whic h shall
      continue in full force, this Agreement shall cancel and supercede the Employment
      Agreement and that such Employment Agreement , except
      for E x ecutive ' s
      pos t -employment
      covenants and obligations contained in sect i ons
      14 , 15 , 16
      and
      17 , sha l l
      have no
      further effect or force .




2.  Amendment
      to Non-Competition Covenant .  As
      additional consideration
      for the Severance and other benefits provided pursuant to th i s
      Agreement , Executive
      agrees to the following amendment to the non-competition covenant set forth
      in
      section 15(a) of his Employment Agreement . Specificall y ,
      E x ecut i ve
      agrees t hat
      the
      geographic scope of the non-compe t ition
      covenant shall be wor l dw i de
      and
      not be limited to the continental United States or mainland Ch i na . E x ecut i ve
      acknowledges tha t Fushi ' s
      operation and market is worldw i de
      in
      scope and that a worldw i de
      geographic scope is reasonable . In
      addition , E x ecutive











acknowledges
      that the Severance Period is equal to the non-competitio n period
      and, accordingly, he will not suffer hardship as a result of the broadening
      of
      the geographic scope of his non-competition covenant .




3 .  Separation
      of Employment .
      Executive acknowledges that he has provided
      notice to Fushi of his intent to resign his employment with t h e
      Company
      effective June 1, 2008. Employee acknowledges and agrees that his decision
      to
      resign his employment is enti r ely
      vo l untary
      and not due to any request or requirement , express
      or implied, by Fushi . Fushi
      is
      providing the compensation and benefits providing in t h is
      Agreement to settle any claims and/or bona f i de
      disputes Executive may have and in exchange for Executive's releases and
      covenants herein as well as Executive's good will .




4.  Resignation
      from Boards of Directors .
      As part
      of Executive's resignation
      of employment from FushL effective June 1 , 2008 , Executive
      shall resign h is
      seats
      on the Boards of D i rectors
      for any entity affiliated with FushL includi n g:


Copperweld
      Bimetallics , LLC;
      Copperweld Bimetallics Holdings , LLC;
      Copperweld International Holdings, LLC; International Manufacturing Equipment
      Suppliers , LLC ; and
      Copperweld Bimetallics UK Ltd. In order to effect such resignations for the
      relevant Boards of Directors, Executive shall timely submit written notices
      of
      such resignations i n a
      format
      requested by the applicable entities.




5.  Severance
      Payment .
      As
      conside r ation
      for
      Executive ' s
      releases and covenants
      herein, Fushi agrees to pay Executive severance pay in the gross amount of
      Two
      Hundred Thousand Dollars and Sixteen Cents ($200,000 . 16),
      subject to applicable withholdings and deductions ("Severance"). Fushi shall
      pay
      the Severa n ce
      in
      twenty four (24) equal installments of Eight Thousand Three Hundred Thirty
      Three
      Dollars and Thirty Four Cents ($8,333 . 34)
      semi-monthly. Accordingly, the Severance installment payments shall t ake
      place
      over twelve (12) months (the "Severance Period") . No
      payment shall be owed or due under this Agreement until the e x piration
      of the revocation period set forth herein and only if this Agreement has been
      executed and not revoked. Fushi shall issue the first installment payment within
      fifteen (15) business days of the expiration of the revocat i on
      period.




(a)
      By
      virtue of his resignation, Executive acknowledges that his coverage under
      Fushi's group health and dental insurance p l an
      or any
      other group health and dental insurance plan offered by any entity affiliated
      with Fushi in which E x ecutive
      part i c i pates
      ends effective May 31, 2008 . Thereafter , he
      is
      entitled to continue his coverage and any dependent insurance coverage for
      up to
      18 months , under
      the
      Consolidated Omnibus Budget Reconciliation Ac t of
      1985
      ( " COBRA " ) . If
      Executive elects to continue such coverage under t h e
      applicable health and den t al
      insurance plan, t he
      effective date of the beginning of such continuation coverage is June
      1 , 2008.




(b)
      If
      Executive elects to continue health and dental insurance coverage under the
      Company's plan, Fushi agrees to pay for such insurance coverage premiums for
      Executive at the same level it pays for active employees for a period of twelve
      (12) mon t hs
      from
      the date of his termination , or
      effective through May 31 , 2009 , and
      during this time period, Executive will be responsible only fo r payment
      of h is Executive
      share of premiums charged by Fushi to active employees . This
      premium





2





amount
      will be deducted from Executive's severance payments. This amount may change
      each Plan year depending on the premium charged to active employees.




(c)
      After
      that 12-month period, effective June 1 , 2009,
      Executive may continue his coverage through the date of the 18-month maximum
      coverage , or
      through November 30, 2009, but during that time period, Executive will be
      personally responsible for full coverage of premium payments -- up to 102%
      of
      the total cost of premiums incurred by Fushi for medical and dental insurance
      coverage.




(d)
      Per
      the terms of COBRA , continuation
      coverage will be terminated before the end of the maximum period if any required
      premium is not paid on time, if a qualified beneficiary becomes covered under
      another group health plan that does not impose any pre-existing condition
      exclusion for a pre-existing condition of the qualified beneficiary, if a
      covered Executive enrolls in Medicare, or if the employer ceases to provide
      any
      group health plan for its employees. Continuation coverage may also be
      terminated for any reason the Plan would terminate coverage of a participant
      or
      beneficiary not receiving continuation coverage (such as fraud).




(e)
      Fushi
      agrees to pay coverage premiums for Basic Life Insurance and Basic AD&D
      Insurance for Executive at the same level of coverage prior to termination
      for a
      period of twelve (12) months from the date of his termination or effective
      through May 31, 2009. Coverage will be terminated before the end of the
      ma x imum
      period if Executive becomes insured under another employer ' s
      plan . After
      that 12-month period, effective June 1 , 2009 , Executive
      may elect to continue such coverage only if and pursuant to any conversion
      benefits otherwise available .




(f)
      Executive will be compensated for 2008 Vacation, less withholdings required
      by
      law. Payment will encompass three (3) weeks vacation pay accrued up through
      the
      effective date of termination from employment, and no further vacation pay
      will
      be due to him under this Agreement or otherwise . Payment
      will be made on the employee's Separation Date.




7.  Stock
      Options .
      As
      further consideration for Executive's releases and covenants
      herein, Fushi agrees that the stock options granted to Executive pursuant to
      the
      Employment Agreement shall continue to vest , as
      set
      forth in Exhibit A to the Employment Agreement , for
      six
      (6) months from the date of execution as if Executive had remained employed
      through such period. In addition, Fushi agrees that Executive shall have a
      period of fifteen (15) months from the date of his execution of this Agreement
      to exercise such stock options. Any stock options not exercised during such
      period shall expire. Executive acknowledges and agrees that all rights,
      restrictions , and
      obligations relating to such vested or unvested shares shall be gove r ned
      by
      the applicable stock option plan .




8.  Section
      409A .  The
      Parties acknowledge and agree that the Severance
      and other benefits provided in this Agreement are provided as a settlement
      of
      any potential claims Executive may have and are not required pursuant to the
      Employment Agreement. In addition, Executive releases Fushi from any obligations
      or responsibilities arising from or relating to Paragraph 26 of the Employment
      Agreement . Executive
      further acknowledges and agrees that Fushi has not made any representation
      regarding the applicable tax treatment of any compensation or benefits provided
      herein and that Executive should consult with his tax advisor for any
      possibl e




3








tax
      implication or treatment of such compensation and benefits. Executive further
      acknowledges and agrees that Executive is solely responsible for any
      ta x es , penalt i es , or
      fines
      he may owe as a result of any payments or benefits provided u nder t his
      Agreement .




9 .  Transitional
      Consultation .
      During
      the twelve (12) months following his
      Separation Date , E x ecutive
      agrees to provide transitional advisory/consultation se rvi ces
      to
      Fush i and/or
      other entities affiliated with FushL upon the Company's request on an
      independent contractor basis . The
      Parties agree and acknowledge that such transitional advisory/consultation
      services shall be reasonable and not i nterfere
      w i th
      subsequent employment . E x ecutive
      shall perform such services , if
      requested , as
      an
      independent contractor , and
      that
      Executive's shall not be due any additional payment fo r such
      service s e x cept
      that
      Fushi agrees to reimburse E x ecutive
      fo r reasonab l e , necessary , and
      customary business e x penses
      incurred by him as part of provid i ng
      any
      requested trans i tional
      advisory/consultation services. Except for t h e
      otherwise applicable post-employment restrictions and covenants, Executive
      is
      not restricted from pursu i ng
      or
      accepting other employment during this period of transitional advisory /
      consultation services.




10.  Post-Employment
      Covenants .
      Executive specifically agrees to be bound
      and
      abide by all post-employment covenants set fo r th
      in his
      Employment Agreement i ncluding,
      but not limited to, the covenants set forth in Paragraphs 14 , 15 , 16 , and
      17 of
      the Employment Agreement inc l uding
      the
      broadening of the geographic scope of his non - competition
      covenant as addressed herein . E x ecutive
      represents that he has reviewed such covenants, including the non-competition
      covenant and that he will fully comply with such provisions . Such
      provisions are specifically incorpo r ated
      into
      this Agreement for reference and enforcement purposes .




11.  Release . Executive
      hereby releases Fushi (Fushi Copperweld , Inc . ) , Copperweld
      Bimetallics, LLC, Copperweld Bimetallics Holdings, LLC , Copperweld
      Internat i onal
      Holdings , LLC , Copperweld
      Bimetallics UK , Ltd. , Interna t ional
      Manufacturing Equipment Suppliers , LLC,
      and
      any other entity affiliated w i th
      Fushi
      as well as their respective subsidiaries, predecessors , successors , affiliates , and
      ass i gns , and
      the
      shareholde r s , directors , officers,
      employees , and
      agents of the foregoing (hereinafter also referred to collectively as "the
      Released Parties") , from
      any
      and all r i ghts
      and
      claims that arose prior to Executive ' s
      signing
      of t his
      Agreement and that i nvolve
      or
      in any way relate to E x ecutive ' s
      employment with Fushi o r the
      term i nat i on
      of t hat
      emp l oyment . The
      rights and claims that E x ecutive
      hereby releases include, but are not limited to, any and all rights and claims
      arising under Title VI I of
      the
      Civil Rights Act of 1964 (Title VII) , the
      Americans with Disabilities Act (ADA), the Age Discrimination i n
      Employment Act (ADEA), the Family and Medical Leave Act (FMLA) , the
      Worker Adjustment and Retraining Not i fication
      Act (WARN), the Uniformed Services Employment and Reemployment Rights Act
      (USERRA), the Employee Retirement I ncome
      Security Act (ERISA) (except claims for vested benefits) , the
      Fair
      Labor Standards Act (FLSA), and any other federal , state , or
      local
      law or regulation , and
      any
      and all claims for wrongful or unjust discharge or breach of contract or
      prom i se,
      e x press
      or
      implied .




12 .  Covenant
      Not to Sue Executive promises never to f i le
      a
      lawsui t or request
      arbitration concerning , and
      promises not to otherwise assert . any
      claims that are released in this Agreement. This release shall not constitute
      a
      release of any claim s for
      breach of th i s
      Agreement . nor
      shall
      it bar a lawsuit by E x ecutive
      to enfo r ce
      the
      te r m s





4





of
      this
      Agreement. Executive does not give up the right to f i le
      a
      Charge of Discrimination with the Equal Employment Opportunity Commission,
      but
      Executive expressly waives and releases any right to obtain monetary relief
      relating to such a charge or subsequent lawsuit filed by the Equal Employment
      Opportunity Commission .




a.
      In the
      event that Executive brings an action against the Released Parties based on
      any
      other claim released in this Agreement , the
      Released Parties may , at
      their
      option, and as applicable (a) stop making payments that would otherwise have
      been due under this Agreement ; (b)
      demand the return of any payments that have been made under th i s
      Agreement ;
      ( c)
      plead
      this Agreement in bar to any such action ; (d)
      seek
      any and all remedies available, including but not limited to injunct i ve
      rel i ef
      and
      monetary damages, costs and reasonable attorneys ' fees .




b . In
      the
      event that the Released Parties breach this Agreement , E x ecutive
      will be entitled to bring an action for breach of this Agreement but not for
      any
      claims released in this Agreement . In
      the
      event that the Released Parties prevail in such an action, they will be entitled
      to recover (as appropriate and applicable) monetary damages, injunctive
      relief , costs
      and
      reasonable attorneys' fees .




13 .  Confidentiality .
      Executive shall keep the details of this Ag r eement i n
      strict
      confidence, and shall not reveal details of the Agreement to anyone
      e x cept
      members of the Executive's immediate family, the Executive's
      attorney , and
      E x ecutive's
      tax advisor. E x ecutive
      further agrees and understands that he is responsible for ensuring that these
      individuals also maintain the confidentiality of this Agreement and the
      Confidential Employment Termination Letter.




14.  Notification
      of Subpoena/Court Order . Executive
      agrees that E x ecutive
      will not voluntarily assist a party opposing the Released Parties in any
      present , potential , or
      future
      legal proceedings by or aga i nst
      the
      Released Part i es . E x ecut i ve
      agrees
      that he will provide information to a party opposing the Relea s ed
      Parties in an y present , potential , or
      future
      legal proceedings by or against the Released Parties , on ly pursuant
      to and to the extent required by subpoena or order of court. Executive further
      agrees that . i f
      Executive is served with any subpoena or order of court relating in any way
      to
      the business of Fushi , Executive
      will immediately notify Fushi of his receipt of that subpoena or order and
      will
      provide Fushi with a copy of such subpoena or order of court .




15 .  Nondisparagement .
      Executive agrees not to directly or ind i rectly disparage
      the Released Parties , or
      their
      products or serv i ces , or
      engage
      in any communications which could cause injury to or harm the business or
      reputations of the Released Parties .




16.  Fushi
      Property .
      Executive acknowledges that the information , observations,
      data , and
      knowledge about business matters involving Fushi or the other Released Parties
      which Executive obtained during the course of his employment with
      Fushi , and
      which
      are not generally known to the public , constitute
      confidential , proprietary,
      and t rade
      secret information of Fushi's and/or the other Released Parties ' .
      This
      i n formation
      includes , but
      is
      not limited to , corporate
      information , includ i ng
      contractual arrangements , plans , locations,
      strategies , tactics , potential
      acqu i sit i ons o r
      business combinations, or joint venture possibilities, policies , and
      negotiations ; marketing
      information , including
      sales , purchasing , and
      inventory plans , strategies , tactic s,




5








methods,
      customers, advertising, promotion or market research data: financial
      information, including operating results and statistics, cost and performance
      data, projections, forecasts, investors, and holdings: and operational
      information, including trade secrets, secret formulas, control and inspection
      practices, acco u nting
      systems and controls, computer programs and data, personnel lists, resumes,
      personal data, organizational structure, and performance evaluations.
      Exec u tive
      further acknowledges that the disclosure or use of all or any of Fushi's or
      any
      of the other Released Parties' confidential, proprietary, or trade secret
      information by any party other than Fushi and/or other Released Party would
      have
      an immediate, material, and adverse effect on Fushi and/or the other Released
      Parties . Executive
      further acknowledges that Executive is obligated under statutory and common
      law
      not to use or disclose, without Fushi's prior written consent , any
      confidential, proprietary , or
      trade
      secret information of Fushi's or any of the other Released Parties . Executive
      agrees that he will abide by his statutory and common l aw
      obligations not to use or disclose Fushi's or any of the other Released Parties'
      confidential , proprietary,
      or trade secret information and further agrees not to otherwise take any action
      that is injurious to Fushi or any of the other Released Parties.




17.  No
      Admission of Wrongdoing .
      Fushi
      believes that , in
      its
      employment of
      Executive, Fushi and the other Released Parties have acted lawfully and
      consistent with the Employment Agreement . Executive
      expressly agrees that by offering this Agreement or by entering into this
      Agreement , Fushi
      and
      the other Released Parties in no way admit that the Company or any of the other
      Released Parties have acted unlawfully, breached the Employment Agreement or
      otherwise treated Executive in any way unlawfully, discriminatorily, wrongly,
      or
      unfairly.




18.  Review
      by Legal Counsel . Fushi
      hereby advises Executive to consult with
      an
      attorney about the requirements of this Agreement and the Agreement's release
      before signing this Agreement.




19.  Consideration
      Period .
      Executive hereby acknowledges that he received
      this Agreement on May 27,2008 . Executive
      shall have a period of **twenty-one** **(21)** days
      after Executive's receipt of the Agreement , within
      which to review, consider, and sign the Agreement . If
      Executive wishes to enter into this Agreement , Executive
      must sign the Agreement , have
      Executive's signature witnessed, and return the Agreement to Eddi~
      Hall , at
      the
      offices of Copperweld Bimetallics, LLC, 254
      Cotton Mill Road, Fayetteville, TN 37334 ,
      no
      later than 5:00 p.m. on **June** **18,
      2008.** If
      Executive fails to return the signed and witnessed Agreement to Copperweld
      by
      5:00 p.m. on June 18, 2008, the offer of separation benefits set forth in this
      Agreement shall be null and void.




20.  Revocation
      Period.  Executive shall have a period of **seven** **(7)** days
      following Executive's signing of this Agreement , within
      which to change his mind and revoke the Agreement. If Executive wishes to revoke
      the Agreement after signing the Agreement , Executive
      must provide written notice of that revocation to Eddie
      Hall (address
      above) no later than the eighth (8) day after signing the Agreement (the
      "Effective Date") . This
      Agreement shall become effective and enforceable after the expiration of seven
      days after Executive has signed the Agreement , provided
      that Executive has not revoked the Agreement during that seven-day period.




21
      .  Executive
      hereby represents that he has had an opportunity to review
      and discuss the terms and meaning of this Agreement with Executive's legal





6





counsel , that
      Executive understands the terms and meaning of the Agreement . and
      that
      Executive is entering into the Agreement freely and voluntarily .




(a)  If
      any
      provision of this Ag r eement
      or
      any appli c ation
      of
      this Agreement
      is held to be invalid by a court of competent jurisdiction, the invalidity
      of
      that provision or application shall not affect the valid i ty
      or
      enforceability of any other provision or application of this Agreement.




(b)  This
      Agreement shall be governed by , and
      shall
      be interpreted
      in accordance with, the internal law , and
      not
      the law of conf l icts , of
      Tennessee .




(c)  Executive
      acknowledges and agrees that the remedy at law available
      to Fushi for breach by Executive of any o f Executive ' s
      obligations under this Agreement and t h e
      post-employment covenants in the Employment Agreement would be inadequate and
      that damages flowing from such a breach would not readily be suscept i ble
      to
      being measured in monetary terms. Accordingl y , E x ecutive
      acknowledges, consents and agrees that . in
      addition to any other r i ghts
      or
      remed i e s wh i ch
      Fushi
      may have at law, in equity or under this Agreement . upon
      adequate proof of E x ecutive ' s
      violation of such provisions , Fushi
      shall be entitled to immediate i njuncti v e
      relief
      and may obtain a temporary order restraining any threatened or f u rther
      breach w i thout
      the
      necessity of proof of actual damages.




(d)  The
      headings and captions of this Agreement are provided for
      convenience only and are intended to have no e f fect
      in
      construing or interpreting this Agreement . T he
      term
      "including" is used in this Agreement to list ite m s
      by way
      of e x ample
      and
      shall not be deemed to constitute a limitation of any term o r prov i sion
      contained herein.




(e)  This
      Agreement may be executed in two or more separate counterparts,
      each of which shall be deemed an original and all of wh i ch
      shall
      be part of the same Agreement. Furthermore, facsimile reproductions of original
      signatures shall be deemed binding for purpose of enfo r cement
      and execution of this Agreement .




(f)  This
      Agreement shall be binding upon and enure to the benefit
      of the Parties hereto and the Released Parties and the respective
      heir s , e x ecutors,
      administrators , pe r sonal
      representatives , successors , and
      assigns of the Part i es
      and
      Released Parties .




(g)  The
      Parties agree that any rule of construction by which terms
      of
      an agreement are construed against the drafter of the agreement shall not apply
      to any interpretation of this Agreement .




(h)  This
      Agreement represents the entire agreement between E x ecutive
      and Fushi . The
      Released Parties have made no written or oral representations or promises
      to , or
      agreements with , Executive
      other than the promises and agreements of Fushi that are set forth in this
      Agreement .






7











8