ex10_13.htm


    
      

    

    
       

      Exhibit
        No. 10.13

      


      EMPLOYMENT
        AGREEMENT

      


      THIS
        EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of May 1, 2006
        by and
        between Shearson Financial Network, a Nevada corporation (the "Company")
        and
        Joseph A. Cosio-Barron ("Executive").

      


      WITNESSETH:

      


      WHEREAS,
        the Company and Executive desire to enter into this Agreement to assure the
        Company of the continuing and exclusive service of Executive and to set forth
        the terms and conditions of Executive's employment with the
        Company.

      


      NOW,
        THEREFORE, in consideration of the mutual promises and covenants set forth
        herein, the parties agree as follows:

      


      1.  
        Term: The Company agrees to employ
        Executive and Executive hereby accepts such employment, in accordance with
        the
        terms of this Agreement, commencing as of the date hereof and ending on the
        third anniversary of the date hereof unless this Agreement is earlier terminated
        as provided herein. Notwithstanding any other provision of this Agreement,
        the
        Company shall have an obligation to make any payments to Executive for Base
        Salary and Bonuses, as defined below and as required by this
        Agreement.

      


      2.  
        Services and Exclusivity of Services: So long as this
        Agreement shall continue in effect, Executive shall devote Executive's full
        business time, energy and ability to the matters related thereto in order
        to
        perform duties as assigned by the Board of directors of the Company (the
        "Board"), Executive shall use Executive's best efforts and abilities to promote
        the Company's interests and shall perform the services contemplated by this
        Agreement in accordance with policies established by and under the direction
        of
        the Board. Executive agrees to serve without additional remuneration in such
        executive capacities for one or more direct or indirect Affiliates of the
        Company as the Board may from time to time request, subject to appropriate
        authorization by the Affiliate or Affiliates involved and any limitations
        under
        applicable law. Executive agrees to faithfully and diligently promote the
        business, affairs and interests of the Company and its Affiliates.

      


      Without
        the prior express written authorization of the Board, Executive shall not,
        directly or indirectly, during the term of this Agreement engage in any activity
        competitive with or adverse to the Company's business, whether alone, as
        a
        partner, officer, director, employee or significant investor of or in any
        other
        entity. (An investment of greater than 5% of the outstanding capital or equity
        securities of an entity shall be deemed significant for these
        purposes.)


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Executive
        represents to the Company that Executive has no other outstanding commitments
        inconsistent with any of the terms of this Agreement or the services to be
        rendered hereunder.

      


      3. 
        Duties and Responsibilities: In addition to his duties
        as an employee as discussed herein, Executive shall serve as Executive Vice
        President of the Company for the duration of this Agreement. Executive's
        duties
        as an Executive shall be overall responsibility and authority, subject to
        authorities and limitations as established by the "Board", to implement and
        continue to develop the business strategies of the Company. In the performance
        of Executive's duties, Executive shall report directly to and shall be subject
        to the direction of the Board of Directors.

      


      Executive
        agrees to observe and comply with the rules and regulations of the Company
        as
        adopted by the Board respecting the performance of Executive's duties and
        agrees
        to carry out and perform orders, directions and policies of the Company and
        its
        Board as they may be, from time to time, stated either orally or in writing.
        The
        Company agrees that the duties which may be assigned to Executive shall be
        usual
        and customary duties of the position(s) to which Executive may from time
        to time
        be appointed or elected and shall not be inconsistent with the provisions
        of the
        charter documents of the Company or applicable law. Executive shall have
        such
        corporate power and authority as shall reasonably be required to enable
        Executive to perform the duties required in any office that may be held,
        subject
        to the limitations on such powers imposed by the CEO or the Board.

      


      4. 
        Compensation:

      


      Base
        Compensation:

      


      During
        the term of this Agreement, the Company agrees to pay Executive a base salary
        at
        the rate of $300,000.00 per year from the date hereof to May 1, 2009, subject
        to
        increases at the discretion of the Compensation Committee of the Board, payable
        in accordance with the Company practices in effect from time to
        time.

      


      Bonuses:

      


      Executive
        shall be eligible for General Bonuses (as defined below) and Performance
        Bonuses
        (as defined below) as follows (collectively, "Bonuses"):

      


      General
        Bonuses: Executive shall be eligible for bonuses in accordance with any bonus
        or
        other incentive compensation plans adopted by the Board ("General
Bonuses").


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Performance
        Bonuses: With respect to each fiscal year in which the actual
        revenues and net income of the Company after taxes (as determined by the
        Company's public accountants) equal or exceed the actual projected revenue
        and
        net income amounts set forth in the budget projections approved by the Board
        for
        such fiscal year, the Company shall pay the Executive a bonus (the "Performance
        Bonus"). The Performance Bonus shall be in an amount equal to (a) 50% of
        the
        Base Salary on the last day of such fiscal year plus (b) the product of the
        Base
        Salary on the last day of such fiscal year, multiplied by the percentage
        by
        which the Company's actual net income for such fiscal year exceeded it projected
        net income for such fiscal year, if any.

      


      Deferral
        of Performance Bonuses: Notwithstanding anything else contained
        herein to the contrary, Executive may elect in writing on forms provided
        by the
        Company to receive the entire Performance Bonus in the form of restricted
        stock
        if Executive makes such election prior to December 31 of the fiscal year
        to
        which the Performance Bonus relates.

      


      Restricted
        Stock: All shares of restricted stock awarded pursuant to this
        Agreement will be granted subject to the terms and restrictions on the actual
        certificate as issued at time of signing this Agreement. Executive shall
        be
        eligible under the plan as approved by the Board of Directors to receive
        one
        million (1) shares. Such shares shall vest over a 3-year period and only
        upon
        satisfaction of Executives performance, the shares shall be exercisable in
        part
        for each month of employment completed or in whole after 3 years from date
        hereof.

      


      Additional
        Benefits: The Company agrees to provide the following "Additional
        Benefits" to Executive:

      


      Medical
        plan coverage for Executive, his spouse and dependents, if any, at the expense
        of the Company, with such coverage (or comparable coverage) to continue
        following termination of employment (other than for "Cause" or without "Good
        Reason" as each term is defined in this Agreement) until Executive and spouse
        are eligible for Medicare; and

      


      All
        rights and benefits for which Executive is otherwise eligible under any pension
        plan, profit-sharing plan, dental, disability, or insurance plan or policy
        or
        other plan or benefit that the Company or its Affiliates may provide for
        Executive or (provided Executive is eligible to participate therein) for
        employees of the Company generally, as from time to time in effect, during
        the
        term of this Agreement.

      


      Stock
        Options: Executive shall be eligible for stock option grants under
        the Company's stock option plans as administered by the Board or the
        Compensation Committee of the Board. Affirmatively, Executive shall have
        the
        right to purchase one million (1,000,000) shares of the $.001 par value common
        stock at a purchase price of Fifty Cents ($.0.50) or the price of the initial
        Registration Statement to be file with the Securities and Exchange Commission
        Form SB-2 whichever is the lower. The purchase price shall be determined
        based
        on the lower of the two prices. The Company at its option and sole discretion
        shall establish the exercise period in accordance with the Company stock
        option
        plan.

      


      Perquisites: Executive
        shall be entitled to four weeks paid vacation and other perquisites in
        accordance with the plans, policies, programs and practices which are at
        least
        as favorable as those in effect with respect to other peer employees of the
        Company.

      


      Auto
        Allowance: Executive shall be paid $2,000.00 per month payable on
        the 1s` of
        every month for the use of their auto for company related
        business.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5.  
        Termination: This Agreement and all obligations hereunder (except the
        obligations contained in Sections 4(c), 8, 9, 10 and 11 (Additional Benefits,
        Confidential Information, Non-Competition, No Solicitation of Customers and
        Noninterference with Executives) which shall survive any termination hereunder)
        shall terminate upon the earliest to occur of any of the following:

      


      Expiration
        of Term: The expiration of the term provided for in Section 1 or the
        voluntary termination by Executive or retirement from the Company in accordance
        with the normal retirement policies of the Company.

      


      Death
        or
        Disability of Executive: The death or disability of Executive. For
        the purposes of this Agreement, disability shall mean the absence of Executive
        performing Executive's duties with the Company on a full-time basis for a
        period
        of six months period, as a result of incapacity due to mental or physical
        illness which is determined to be total and permanent by a physician
        selected by the Company or its insurers and acceptable to Executive or
        Executive's legal representative (such agreement as to acceptability not
        to be
        withheld unreasonably). If Executive shall become disabled, Executive's
        employment may be terminated by written notice from the Company to
        Executive.

      


      For
        Cause
        or Without Good Reason: The Company may terminate Executive's
        employment and all of Executive's rights to receive Base Salary and Bonuses
        hereunder for Cause or upon the resignation of Executive without Good Reason.
        For purposes of this Agreement, the term "Cause" shall be limited to the
        willful
        commission of a felony or other act of moral turpitude which directly and
        demonstrably causes material, tangible harm to the Company, and "Good Reason"
        shall be defined as (i) demotion of Executive from the position of Chairman
        and
        President without the consent of Executive; (ii) any attempt to decrease
        Executive's Base Salary or Bonuses; (iii) any breach of this Agreement by
        the
        Company; or (iv) any requirement that Executive relocate to an office more
        than
        30 miles further from Executive's current home address than the Company's
        current office.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Notwithstanding
        the foregoing, Executive shall not be terminated for Cause pursuant to this
        Section 5(c) unless and until Executive has received notice of a proposed
        termination for Cause and Executive has had an opportunity to be heard before
        at
        least a majority of the members of the Board. Executive shall be deemed to
        have
        had such an opportunity if given written or telephonic notice at least 72
        hours
        in advance of a meeting. The initial determination that Cause or Good Reason
        exists shall be made by the Board. Any dispute regarding such determination
        shall be resolved in accordance with Section 20 of this Agreement.

      


      Without
        Cause or With Good Reason: Notwithstanding any other provision of this
        Section 5, the Board shall have the right to terminate Executive's employment
        with the Company without Cause, and Executive shall have the right to resign
        with Good Reason, at any time. If the Company terminates Executive without
        Cause
        or Executive terminates for Good Reason, then the Company shall, within 10
        days
        of such termination, make an immediate lump sum payment in the amount of
        (i) two
        times the applicable Base Salary, net of applicable taxes, plus (ii) the
        present
        value of the Base Salary and Bonuses (based on the assumption that the Company
        would achieve all performance targets for a 100% bonus), and the Company
        shall
        provide the Additional Benefits provided for under Section 4(c) for the
        remainder of the term, including the full vesting of Stock Options and any
        gross
        up of lump sum distributions due to tax effect. The present value of the
        aggregate unpaid Base Salary and Bonuses shall be determined under the then
        applicable federal rates under the Internal Revenue Code. Further, if Executive
        is terminated without Cause or resigns with Good Reason, all stock options
        held
        by Executive shall become fully vested.

      


      6. 
        Business Expenses: During the term of this
        Agreement, the Company shall reimburse Executive promptly for business
        expenditures made and substantiated in accordance with policies, practices
        and
        procedures established from time to time by the Company generally with respect
        to other employees and incurred in the pursuit and furtherance of the Company's
        business and good will.

      


      7. 
        Parachute Limitations: Notwithstanding any other provision of this
        Agreement or of any other agreement, contract or understanding heretofore
        or
        hereafter entered into by Executive with the Company or any Affiliate, except
        an
        agreement, contract or understanding hereafter entered into that expressly
        modifies or excludes application of this Section 7 (the "Other Agreements"),
        and
        notwithstanding any formal or informal plan or other arrangement heretofore
        or
        hereafter adopted by the Company or any Affiliate for the direct or indirect
        compensation of Executive, whether or not such compensation is deferred,
        is in
        cash, or is in the form of an option or other benefit to or for Executive
        (a
        "Benefit Plan"), Executive shall not have any right to exercise an option
        or to
        receive any payment or other benefit under this Agreement, any Other Agreement
        or any Benefit Plan if such right to exercise, payment or benefit, taking
        into
        account all other rights, payments, or benefits to or for Executive under
        this
        Agreement, all Other Agreements and all Benefit Plans, would cause any right,
        payment, or benefit to Executive under this Agreement to be considered a
        "parachute payment" within the meaning of Section 280G(b)(2) of the Internal
        Revenue Code as then in effect (a Parachute Payment"). In the event that
        the
        receipt of any such right to exercise or any other payment or benefit under
        this
        Agreement, any Other Agreement or any Benefit Plan would cause Executive
        to be
        considered to have received a Parachute Payment under this Agreement, then
        Executive shall have the right, in Executive's sole discretion, to designate
        those rights, payments or benefits under this Agreement, any Other Agreement,
        and/or any Benefit Plans, that should be reduced or eliminated so as to avoid
        having the right, payment or benefit to Executive under this Agreement be
        deemed
        to be a Parachute Payment.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      8. 
        Confidential
        Information: Executive acknowledges that
        the nature of Executive's engagement by the Company is such that Executive
        shall
        have access to information of a confidential and/or trade secret nature which
        has great value to the Company and which constitutes a substantial basis
        and
        foundation upon which the business of the Company is based. Such information
        includes financial, manufacturing and marketing data, techniques, processes,
        formulas, developmental or experimental work, work in process, methods, trade
        secrets (including, without limitation, customer lists and lists of customer
        sources), or any other secret or confidential information relating to the
        products, services, customers, sales or business affairs of the Company or
        its
        Affiliates (the "Confidential Information"). Executive shall keep all such
        Confidential Information in confidence during the term of this Agreement
        and at
        any time thereafter and shall not disclose any of such Confidential Information
        to any other person, except to the extend such disclosure is (i) required
        by
        applicable law, (ii) lawfully obtainable from other sources, or (iii) authorized
        in writing by the Company. Upon termination of Executive's employment with
        the
        Company, Executive shall deliver to the Company all documents, records,
        notebooks, work papers, and all similar material containing any of the foregoing
        information, whether prepared by Executive, the Company or anyone
        else.

      


      9. 
        Non-Competition: In
        order to protect the Confidential Information, Executive agrees that during
        the
        term of Executive's employment, and for a period of one year thereafter if
        Executive employment is terminated by the Company with Cause or by Executive
        without Good Reason, Executive shall not, directly or indirectly, whether
        as an
        owner, partner, shareholder, agent, employee, creditor or otherwise, promote,
        participate or engage in any activity or other business competitive with
        the
        Company's business or the business of any present Affiliate of the Company
        in
        Orange or Los Angeles Counties if such activity or other business involves
        any
        use by Executive of any of the Confidential Information. The Company shall
        notify Executive of any perceived violation of this Section 9, and Executive
        shall have 30 days to cure such violation.

      


      10. 
        Non-Solicitation of
        Customers: Executive agrees that for a
        period of one year after the termination of employment with the Company,
        Executive will not, on behalf of any other individual, association or entity,
        call on any of the customers of the Company or any Affiliate of the Company
        fbr
        the purpose of soliciting or inducing
        any of
        such customers to acquire (or providing to any of such customers) any product
        or
        service provided by the Company or any Affiliate of the Company, nor will
        Executive in any way, directly or indirectly, as agent or otherwise, in any
        other manner solicit, influence or encourage such customers to take away
        or to
        divert or direct their business to Executive or any other person or entity
        by or
        with which Executive is employed, associated, affiliated or otherwise related
        if
        such business is competitive with the Company.

      


      11. 
        Noninterference with
        Executives: In order to protect the
        Confidential Information, Executive agrees that during the term hereof and
        for a
        period of one year thereafter, Executive will not, directly or indirectly,
        induce or entice any employee of the Company or its Affiliates to leave such
        employment or cause anyone else to leave such employment.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      12. 
        Indemnity: To the
        fullest extend permitted by applicable law and the bylaws of the Company,
        as
        from time to time in effect, the Company shall indemnify Executive and hold
        Executive harmless for any acts or decisions made in good faith while performing
        services for the Company, and the Company shall use its best efforts to obtain
        coverage for Executive (provided the same may be obtained at reasonable cost)
        under any liability insurance policy or policies now in force or hereafter
        obtained during the term of this Agreement that cover other officers of the
        Company having comparable or lesser status and responsibility. The Company
        will
        pay and, subject to any legal limitations, advance all expenses, including
        reasonable attorneys' fees and costs of court approved settlements, actually
        and
        necessarily incurred by Executive in connection with the defense of any action,
        suit or proceeding and in connection with any appeal thereon, which has been
        brought against Executive by reason of Executive's service as an officer
        or
        agent of the Company or of any Affiliate of the Company.

      


      13. 
        Severability: If any provision of this
        Agreement is held to be unenforceable for any reason, it shall be adjusted
        rather than voided, if possible, to achieve the intent of the parties to
        the
        extent possible. In any event, all other provisions of this Agreement shall
        be
        deemed valid and enforceable to the extent possible.

      


      14.
        Accession: This Agreement shall inure to
        the benefit of and be binding upon the Company and its successors and assigns
        and any such successor or assignee shall be deemed substituted for the Company
        under the terms of this Agreement for all purposes. As used herein, "successor"
        and "assignee" shall include any person, firm, corporation or other business
        entity which at any time, whether by purchase, merger or otherwise, directly
        or
        indirectly acquires the stock of the Company or to which the Company assigns
        this Agreement by operation of law or otherwise. The obligations and duties
        of
        Executive hereunder are personal and otherwise not assignable. Executive's
        obligations and representations under this Agreement will survive the
        termination of Executive's employment, regardless of the manner of such
        termination.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      15. 
        Notices: Any notice or other communication provided for in
        this Agreement shall be in writing and sent if to the Company to its office
        at:

      


      6330
        S.
        Sandhill Road, Suite # 8 

      Las
        Vegas, Nevada 89120

      (702)
        868-7900

      


      or
        at
        such other address as the Company may from time to time in writing designate,
        and if to Executive at such address as Executive may from time to time in
        writing designate. Each such notice or other communication shall be effective
        (i) if given by telecommunication, when transmitted to the applicable number
        so
        specified in (or pursuant to) this Section 16 and a verification of receipt
        is
        received, (ii) if given by mail, three days after such communication is
        deposited in the mails with first class postage prepaid, addressed as aforesaid
        or (iii) if given by any other means, when actually delivered at such
        address.

      


      16.  Entire
        Agreement:This Agreement contains the entire agreement of the
        parties relating to the subject matter hereof and supersedes any prior
        agreements with Consumer Direct of America, undertakings, commitments and
        practices relating to Executive" employment by the Company.

      


      17. 
        Amendments: No amendment or modification
        of the terms of this Agreement shall be valid unless made in writing and
        duly
        executed by both parties.

      


      18.  Waiver: No
        failure on the part of any party to exercise or delay in exercising any right
        hereunder shall be deemed a waiver thereof or of any other right, nor shall
        any
        single or partial exercise preclude any further or other exercise of such
        right
        or any other right.

      


      19.  Governing
        Law: This Agreement, and the legal
        relations between the parties, shall be governed by and construed in accordance
        with the laws of the State of Nevada without regard to conflicts of law
        doctrines, and any court action arising out of this Agreement shall be brought
        in any court of competent jurisdiction within the State of Nevada.

      


      20.  Arbitration: Executive
        may, if he desires, submit any claim for payment under this Agreement or
        any
        dispute regarding the interpretation of this Agreement to arbitration. This
        right to select arbitration shall be solely that of Executive, and Executive
        may
        decide whether or not to arbitrate in his discretion. The "right to select
        arbitration" does not impose on Executive a requirement to submit a dispute
        for
        arbitration. Executive may, in lieu of arbitration, bring an action in
        appropriate civil court. Executive retains the right to select arbitration,
        even
        if a civil action (including, without limitation, an action for declamatory
        relief) if brought by the Company prior to the commencement of arbitration.
        If
        arbitration is selected by Executive after a civil action concerning Executive's
        dispute has been brought by a person other than Executive, the Company and
        Executive shall take such actions as are necessary or appropriate, includirg
        dismissal of the civil action, so that the arbitration can be timely heard.
        Once
        arbitration is commenced, it may not be discontinued without the unanimous
        consent of all parties to the arbitration.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Any
        Claim
        for arbitration may be submitted as follows: If Executive disagrees with
        an
        interpretation of this Agreement by the Company, or disagrees with the
        calculation of his benefits under this Agreement, such claim may be filed
        in
        writing with an arbitrator of Executive's choice who is selected by the method
        described in the next four sentences. The first step of the selection shall
        consist of Executive submitting in writing a list of five potential arbitrators
        to the Company. Each of the five arbitrators must be either (1) a member
        of the
        National Academy of Arbitrators located in the state of Executive's principal
        residence or (2) a retired California Superior Court or Appellate Court judge.
        Within one week after receipt of the list, the Company shall select one of
        the
        five arbitrators as the arbitrator of the dispute in question. If the Company
        fails to select an arbitrator in a timely manner, Executive then shall designate
        one of the five arbitrators as the arbitrator of the dispute in
        question.

      


      The
        arbitration hearing shall be held within seven days (or as soon thereafter
        as
        possible) after the selection of the arbitrator. No continuance of said hearing
        shall be allowed without the mutual consent of Executive and the Company.
        Absence from or non-participation at the hearing by any party shall not prevent
        the issuance of an award. Hearing procedures that will expedite the hearing
        may
        be ordered at the arbitrator's discretion, and the arbitrator may close the
        hearing in his sole discretion when he decides he has heard sufficient evidence
        to justify issuance of an award.

      


      The
        arbitrator's award shall be rendered as expeditiously as possible and in
        no
        event later than one week after the close of the hearing. In the event the
        arbitrator finds that Executive is entitled to the benefits he claimed, the
        arbitrator shall order the Company to pay such benefits, in the amounts and
        at
        such time as the arbitrator determines. The award of the arbitrator shall
        be
        final and binding on the parties. The Company shall thereupon pay Executive
        immediately the amount that the arbitrator orders to be paid in the manner
        described in the award. The award may be enforced in any appropriate court
        as
        soon as possible after its rendition. If any action is brought to confirm
        the
        award, no appeal shall be taken by any party from any decision rendered in
        such
        action.

      


      If
        the
        arbitrator determines either that Executive is entitled to the claimed benefits
        or that the claim by Executive was made in good faith, the arbitrator shall
        direct the Company to pay to Executive, and the Company agrees to pay to
        Executive in accordance with such order, an amount equal to Executive's expenses
        in pursuing the claim, including attorneys' fees.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      21.  Withholding:
        All compensation payable hereunder, including salary and other benefits,
        shall
        be subject to applicable taxes, withholding and other required, normal or
        elected employee deductions.

      


      22.  Counterparts: This
        Agreement and any amendment hereto may be executed in one or more counterparts.
        All of such counterparts shall constitute one and the same agreement and
        shall
        become effective when a copy signed by each party has been delivered to the
        other party.

      


      23.  Headings: Section
        and other headings contained in this Agreement are for convenience of reference
        only and shall not affect in any way the meaning or interpretation of this
        Agreement.

      


      24.  Representation
        By Counsel; Interpretation: The Company and Executive each acknowledges
        that each party to this Agreement has been represented by counsel in connection
        with this Agreement and the matters contemplated by this Agreement. Accordingly,
        any rule of law, including but not limited to Section 1654 of the California
        civil Code, or any legal decision that would require interpretation of any
        claimed ambiguities in this Agreement against the party that drafted it has
        no
        application and is expressly waived. The provision of this Agreement shall
        be
        interpreted in a reasonable manner to effect the intent of the
        parties.

      


      25. 
        Right to Purchase Additional Securities:

      


      First
        Refusal Right: If the Company proposes to issue (a "Proposed
        Issuance") Additional Securities (as defined below), the Company shall offer
        such Additional Securities to Executive, and Executive shall have the right
        (a
        "First Refusal Right") to purchase all or any portion of his Pro Rata Share
        (as
        defined below) of such Additional Securities, upon the terms of the Proposed
        Issuance. The Company shall give Executive written notice of the Proposed
        Issuance stating the material terms thereof, including the type of Additional
        Securities involved, the proposed purchase price therefore and the anticipated
        closing date of such issuance (the "Company Notice"). If Executive desires
        to
        exercise his First Refusal Right, Executive shall, within 20 days of receipt
        of
        the Company Notice, deliver to the Company written notice stating the portion
        of
        Executive's Pro Rata Share of such Additional Securities that he is will
        to
        purchase (a "Response Notice"). Executive's Response Notice shall be deemed
        to
        constitute his irrevocable agreement to purchase the specified portion of
        his
        Pro Rata Share of the Additional Securities upon the terms of the Proposed
        Issuance described in the Company Notice, on the later of the closing date
        specified in the Company Notice or the closing date of the Proposed Issuance
        if
        other persons are purchasing Additional Securities. The Company shall have
        90
        days from the date of the Company Notice to consummate such Proposed Issuance
        with respect to the Additional Securities which are not being purchased by
        Executive at a price and upon terms that are not materially less favorable
        to
        the Company than the price and terms specified in the Company Notice, and
        such
        price and terms shall be made available to Executive if Executive has elected
        to
        purchase Additional Securities. If the Company proposes to issue Additional
        Securities after such 90-day period, or at a price and upon terms, which
        are
        materially less favorable to the Company than those specified in the Company
        Notice, it must again comply with the procedures set forth in this
        section.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Further
        Rights. If between the date of the Agreement and the effective time
        the outstanding shares of the common stock of Shearson Home Loans have been
        changed into a different number of shares or a different class, reason of
        any
        stock dividend, subdivision, reclassification, re-capital split, conversion,
        consolidation, combination or exchange of shares or similar transaction,
        appropriate adjustments to reflect any such action shall be made to the subject
        agreement and the employee shall be entitled to an adjustment of shares being
        held.

      


      Termination:
        The rights provided to Executive under this Section 25 shall not be
        assignable by Executive and shall terminate upon the earlier of

      


      
        	
                 

              	
                (i)

              	
                the
                  termination of this Agreement or

              


      

      
        	
                 

              	
                (ii)

              	
                the
                  consummation of the initial public offering of the Company's Common
                  Stock.

              


      

      


      Definitions:
        (i) "Additional Securities" means (x) all securities of the Company which
        possess general voting power to elect members of the Board of Directors of
        the
        Company ("Voting Securities"), (y) all rights, options or warrants to purchase
        Voting Securities or securities described in the following clause and (z)
        all
        other securities of any type whatsoever that are, or may become, convertible
        into or exchangeable for, or that entitle the holder to purchase, Voting
        Securities (such securities described in clauses (x), (y), and (z) referred
        to
        collectively as "Securities". "Additional Securities" does not include (A)
        all
        shares of stock of the Company issued and outstanding on the date hereof
        (appropriately adjusted in the future to reflect any subsequent stock dividends,
        stock splits, reverse stock splits or similar transactions), (B) any Securities
        issued on a proportional basis to all of the holders of the Company's Common
        Stock, (C) any Securities issued or issuable or reissued or re-issuable to
        any
        employee, consultant or independent member of the Board of the Company or
        any
        subsidiary of the Company pursuant to any employee benefit plan, arrangement
        or
        agreement approved by the Board, (D) any Securities issued or issuable in
        connection with an underwritten public offering of Voting Securities, (E)
        any
        Securities issued or issuable in connection with the acquisition by the Company
        of any business, business assets or Securities from any person, (F) any
        Securities issued to any financing source for the Company or any subsidiary
        of
        the Company in connection with such financing or any Securities that are
        issued
        or issuable upon the exercise of rights, options or warrants to purchase
        Securities or upon the conversion or exchange of Securities convertible into
        or
        exchangeable for Securities where Executive received (or was not required
        to
        receive) a Company Notice pursuant to this agreement.  Pro Rata Share"
        means the fraction (y) the numerator of which is the total number of shares
        of
        Voting Securities then held by Executive and (z) the denominator of which
        is the
        total number of shares of Voting Securities then outstanding.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the date
        first
        above written.

      


      


      Shearson
        Financial Network, Inc.

      


      


      /s/  Michael
        A. Barron                                                                             

      Michael
        A. Barron

      CEO

      


      Executive

      


      /s/  Joseph
        A. Cosio-Barron            
                                                                              

      Joseph
        A.
        Cosio-Barron