This study investigates cognitive, cultural, and contextual factors that influence HIV-related risk behaviors among Asian women who engage in sex work at massage parlors in San Francisco. Focus groups and qualitative interviews were conducted for Vietnamese and Thai masseuses and massage parlor owners/managers. Economic pressure as well as subjective evaluation of customers for the risk of HIV/STD infection increase unprotected sexual behaviors among Asian masseuses. Massage parlor owners/managers do not establish a clear policy for condom use at their parlors. Consequently, male customers often manipulate their intention not to use a condom while negotiating with masseuses. HIV/STD prevention intervention programs should address specific risks and needs for Asian masseuses, owners/managers, and male customers in order to promote health and well being among Asian masseuses who have been neglected by public health and social services.