ex10_32.htm


    
      

    

    

      EXHIBIT
        10.32

      


      


      SHEARSON
        FINANCIAL NETWORK, INC.

      6660
        S.
        Sandhill Rd. Suite 8

      Las
        Vegas, Nevada 89120

      


      July
        19,
        2006

      


      AJW
        Partners, LLC

      AJW
        Offshore, Ltd.

      AJW
        Qualified Partners, LLC

      New
        Millennium Capital Partners II, LLC

      1044
        Northern Boulevard

      Suite
        302

      Roslyn,
        New York 11576

      


      Re:           Shearson
        Financial Networks, Inc.

      


      Ladies
        and Gentlemen:

      


      Reference
        is made to the Securities
        Purchase Agreement  (the “Securities Purchase Agreement”) dated as of
        June 30, 2006 by and among Shearson Financial Network, Inc. (the “Company”) and
        each of AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC,
        and
        New Millennium Capital Partners II, LLC (collectively, the “Subscribers”) and
        the Registration Rights Agreement between the Company and the Subscribers,
        dated
        June 30, 2006, which was entered into pursuant to the Purchase Agreement
        (the
“Registration Rights Agreement”).

      


      1.           The
        Registration Rights Agreement is hereby amended to delete the definition
        of
“Registrable Securities” in Section 1 a. (iii) of the Registration Rights
        Agreement and insert in such Section 1 a. (iii) of the Registration Rights
        Agreement the following definition:

      


      (iii)
        “Registrable Securities” means the shares issuable upon conversion pursuant to
        the Notes and Additional Notes (as defined in the Securities Purchase
        Agreement).

      


      2.           All
        other provisions of the Registration Rights Agreement shall remain in full
        force
        and effect.

       

      The
        parties shall do and perform, or
        cause to be done and performed, all such further acts and things, and shall
        execute and deliver all such other agreements, certificates, instruments
        and
        documents, as the other parties hereto may reasonably request in order to
        carry
        out the intent and accomplish the purposes of this letter
        agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                Very
                  truly yours,

              
	 	 	 
	 	
                SHEARSON
                  FINANCIAL NETWORK, INC

              
	 	
                By:

              	
                 

              
	 	 	
                Michael
                  A. Barron

              
	 	 	
                Chief
                  Executive Officer

              


      

      


      
        
          	
                  ACCEPTED
                    AND AGREED:

                	 
	 	 
	
                  AJW
                    PARTNERS, LLC

                	 
	
                  By:  SMS
                    GROUP, LLC

                	 
	 	 
	    
                  	 
	
                  Corey
                    S. Ribotsky, Manager

                	 
	 	 
	 	 
	
                  NEW
                    MILLENNIUM CAPITAL PARTNERS II, LLC

                	 
	
                  By:
                    FIRST STREET MANAGER II, LLC,

                	 
	 	 
	   
                  	 
	
                  Corey
                    S. Ribotsky, Manager

                	 
	 	 
	 	 
	
                  AJW
                    OFFSHORE, LTD.

                	 
	
                  By:
                    FIRST STREET MANAGER II, LLC

                	 
	 	 
	 	 
	
                  /s/

                	 
	
                  Corey
                    S. Ribotsky, Manager

                	 
	 	 
	 	 
	
                  AJW
                    QUALIFIED PARTNERS, LLC

                	 
	
                  By:
                    AJW MANAGER, LLC

                	 
	 	 
	 	 
	
                  /s/

                	 
	
                  Corey
                    S. Ribotsky, Manager