Exhibit 10.25



      
        

      


      Exhibit
        No. 10.25

      


      AMENDMENT
        No. 2 

      ASSET
        PURCHASE AGREEMENT

       

      This
        Amendment No. 2 to Asset Purchase Agreement (this “Amendment”) dated as of the
        20th day of November 2006 is made by and between Shearson Financial Network,
        Inc. (the “Buyer”), and EHOMECREDIT Corp. (the “Seller”).

      


      BACKGROUND

      


      1.    The
        Buyer
        and Seller have entered into that certain Asset Purchase Agreement, dated
        as of
        July 26, 2006 (the “Agreement”).

      


      2.    The
        Buyer
        and Seller have agreed to a certain amendment of the Agreement as set forth
        herein.

      


      AGREEMENT

      


      NOW,
        THEREFORE, in consideration of the promises and other good and valuable
        consideration, the receipt and sufficiency of which is hereby acknowledged,
        the
        Buyer and the Seller, intending to be legally bound, hereby agree as
        follows:

      


      1.    Consideration,
        (Section 2.2).
        

      


      a)  
        The
        consideration for the Purchased Assets shall be amended from a total Purchase
        Price equal to Four Million Seven Hundred Thousand Dollars ($4,700.000.00)
        to a
        total sum of Three Million Dollars ($3,000,000.00). This consideration is
        represented in the form of the Buyer’s preferred stock. A certificate of
        designation of convertible preferred stock authorized by resolution of the
        Board
        of Directors providing for the issuance of Seven thousand Five Hundred (7,500)
        shares of convertible preferred stock shall be issued for the benefit of
        the
        Seller as the total purchase price. 

       

      


      b)  
        Form of Assignment and Assumption Agreement, (Exhibit B), shall change total
        assets minus liabilities to be $485,876 from $1,628,229, refer to attached
        Exhibit A, Purchased Assets and Liabilities. 

      


      c)  
        Allocation of Purchase Price, (Schedule 2.5), shall be amended as follows,
        for
        consideration of $3,000,000 in Buyer’s Preferred Stock; Buyer shall purchase
        from Seller, a total of $3,568,761 in assets and assume $3,082,885 in
        liabilities, or net assets and liabilities of $485,876, see attached Exhibit
        A
        to this amended Agreement.

       

      2.    
Continued
        Effectiveness of Note.
        Except
        as specifically amended herein, all other terms and provisions of the Agreement
        shall remain unchanged and in full force and effect.

      


      3.    Governing
        Law.
        This
        Amendment shall be governed and construed in accordance with the laws of
        the
        State of Nevada without regard to the conflict of law principles
        thereof.

      


      4.    Entire
        Agreement.
        This
        Agreement and the documents referred to herein contain the entire agreement
        between the Parties and supersede any prior understandings, agreements with
        the
        exception of the Asset Purchase Agreement, dated as of July 26, 2006 or
        representations by or between the Parties, written or oral, which may have
        related to the subject matter hereof in any way.

      


      5.    Counterparts.
        This
        Amendment may be executed in any number of counterparts, each of which shall
        be
        deemed to be an original, admissible into evidence, and all of which together
        shall be deemed to be a single instrument.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Amendment the day and year
        first
        written above.

      


      


      
        	 	 	
                SHEARSON
                  FINANCIAL NETWORK, INC., A 

              	 
	 	 	
                NEVADA
                  CORPORATION

              	 
	 	 	 	 	 
	 	 	 	 	 
	
                Dated:
                  November 20, 2006

              	 	
                By:

              	
                /s/ Michael
                  A. Barron

              	 
	 	 	 	 	 
	 	 	
                Name:

              	
                Michael
                  A. Barron

              	 
	 	 	
                Title:

              	
                CEO

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
                EHOME
                  CREDIT CORP.

              	 
	 	 	 	 	 
	 	 	 	 	 
	
                Dated:
                  November 20, 2006

              	 	
                By:

              	
                /s/
                  Sam Barretta

              	 
	 	 	 	 	 
	 	 	
                Name:

              	
                Sam
                  Barretta 

              	 
	 	 	
                Title:

              	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
                EHOME
                  CREDIT CORP. Shareholder

              	 
	 	 	 	 	 
	 	 	 	 	 
	
                Dated:
                  November 20, 2006

              	 	
                By:

              	
                /s/
                  Sam Barretta

              	 
	 	 	 	 	 
	 	 	
                Name:

              	
                Sam
                  Barretta (SW Consulting Inc.)

              	 
	 	 	
                Title:

              	
                Stockholder

              	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Exhibit
            A

        

      

       

      Purchased
        Assets and Liabilities

       

      
        	
                Assets

              	 	 	 
	
                Cash

              	 	
                $

              	
                130,404

              	 
	
                Mortgage
                  loans held for sale

              	 	 	
                3,074,896

              	 
	
                Prepaid
                  and other current assets

              	 	 	
                152,193

              	 
	
                Total
                  current assets

              	 	 	
                3,360,493

              	 
	
                 

              	 	 	 	 
	
                Property
                  and equipment, net

              	 	 	
                208,268

              	 
	
                 

              	 	 	 	 
	
                Total
                  Assets

              	 	
                $

              	
                3,568,761

              	 
	
                 

              	 	 	 	 
	
                Liabilities

              	 	 	 	 
	
                Warehouse
                  line of credit 

              	 	
                $

              	
                3,038,028

              	 
	
                Escrows

              	 	 	
                44,857

              	 
	
                Total
                  current liabilities

              	 	 	
                3,082,885

              	 
	
                 

              	 	 	 	 
	
                Total
                  Liabilities

              	 	
                $

              	
                3,082,885

              	 
	
                 

              	 	 	 	 
	
                Assets
                  - liabilities

              	 	
                $

              	
                485,876