ex10_19.htm


    
      

    

     

    Exhibit
      No. 10.19

    
      


      PROMISSORY
        NOTE

      


      Dated
        as
        of January 31, 2006

      


      Amount:
        $102,009.70

      


      FOR
        VALUE
        RECEIVED, the undersigned Shearson Financial Network, Inc., a Nevada corporation
        ("Maker"), promises to pay to the order of Joseph Cosio Barron ("Lender"),
        the
        principal sum of one hundred two thousand nine dollars and seventy cents
        ($102,009.70), (the "Principal Amount") together with interest on the unpaid
        Principal Amount on maturity of this note (the "Note"). Said note shall be
        due
        on demand (the "Maturity Date"). In addition, the Maker promises to pay to
        the
        order of Lender an amount equal to ten percent (10%) of the Principal Amount
        on
        the Maturity Date (the "Maturity Payment"). The unpaid Principal Amount and
        accrued interest shall be due on maturity of this note (the
        "Note").

      


      On
        January 11, 2006, the Lender advanced the Maker $75,000. On January 31, 2006,
        the Lender advanced an additional $27,009.70, for total advanced of
        $102,009.70.

      


      1.
        WAIVERS.

      


      Except
        as
        set forth elsewhere herein, Maker, for itself and its legal representatives,
        successors, and assigns, expressly waives presentment, protest, demand, notice
        of dishonor, notice of nonpayment, notice of maturity, notice of protest,
        notice
        of intent to accelerate, notice of acceleration, presentment for the purpose
        of
        accelerating maturity, and diligence in collection.

      


      2.
        DEFAULT.

      


      The
        occurrence and continuance of one or more of the following events shall
        constitute an event of default ("Event of Default") of this Note:

      


      2.1
        The
        nonpayment of the Principal Amount or the Maturity Payment under the Note
        or any
        accrued interest thereon by Maker within five business days of when the same
        shall have become due and payable.

      


      2.2
        The
        entry of a decree or order by a court having appropriate jurisdiction adjudging
        Maker bankrupt or insolvent, or approving as
        properly filed a petition seeking reorganization, arrangement,
        adjustment or composition of or in respect of Maker under the federal Bankruptcy
        Act or any other applicable federal or state law, or appointing a receiver,
        liquidator, assignee or trustee of Maker, or any substantial part of its
        property, or ordering the winding up or liquidation of its affairs, and the
        continuance of any such decree or order unstayed and in effect for a period
        of
        sixty (60) consecutive days.

      


      2.3
        The
        institution by Maker of proceedings to be adjudicated bankrupt or insolvent,
        or
        the consent by it to the institution of bankruptcy or insolvency proceedings
        against it, or the filing by it of a petition or answer or consent seeking
        reorganization or relief under the federal Bankruptcy Act or any other
        applicable federal or state law, or the consent by it to the filing of any
        such
        petition or to the appointment of a receiver, liquidator, assignee or trustee
        of
        the Company, or of any substantial part of its property, shall become subject
        to
        the jurisdiction of a federal bankruptcy court or similar state court, or
        if
        Maker shall make an assignment for the benefit of its creditors, or if there
        is
        a receivership, execution or other material judicial seizure, or if there
        is an
        admission in writing by Maker of its inability to pay its debts generally
        as
        they become due, or the taking of corporate action by Maker in furtherance
        of
        any such action.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      2.4
        Default in the obligation of Maker for borrowed money, other than this Note,
        which shall continue for a period of sixty (60) days, or any event that results
        in acceleration of the maturity of any material indebtedness of Maker under
        any
        note, indenture, contract, or agreement.

      


      2.5
        Maker's failure to comply with any material term, obligation, covenant, or
        condition contained in this Note, within 10 days after the expiration of
        all
        cure periods and receipt of written notice from the Lender demanding such
        compliance.

      


      2.6
        Any
        warranty, covenant, or representation made to the Lender by Maker under this
        Agreement, proves to have been false in any material respect when made or
        furnished.

      


      3.
        ACCELERATION.

      


      At
        the
        option of the Lender, and without presentment, demand, protest or notice,
        all of
        which are hereby expressly waived, the Principal Amount, the Maturity Payment
        and any accrued and unpaid interest thereon shall become immediately due
        and
        payable upon an Event of Default as set forth in Section 6 above. Any reasonable
        attorneys' fees and other expenses incurred by the Lender in connection with
        Maker's bankruptcy or any of the other Event of Default described in Section
        6
        shall be additional indebtedness of Maker secured by this
        Agreement.

      


      4.
        SECURITY INTERESTS.

      


      It
        is
        further understood that this Note is not secured by a personal
        guarantee.

      


      5.
        ATTORNEYS' FEES.

      


      In
        the
        event it should become necessary to employ counsel to collect any amounts
        owed
        by Maker under this Note, Maker agrees to pay the reasonable attorneys' fees
        and
        costs of the Lender, incurred in connection with the Lender's collection
        efforts, irrespective of whether suit is brought.

      


      6.
        SECTION HEADINGS.

      


      Headings
        and numbers have been set forth for convenience only. Unless the contrary
        is
        compelled by the context, everything contained in each paragraph applies
        equally
        to this entire Note.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      7.
        AMENDMENTS IN WRITING.

      


      Subject
        to applicable law, this Note may be amended, modified, or supplemented only
        by a
        written agreement signed by the Lender and the Maker.

      


      8.
        CHOICE
        OF LAW

      


      This
        Note
        and all transactions hereunder and/or evidenced hereby shall be governed
        by and
        construed under the laws of the State of Nevada without regard to the conflicts
        of law principles thereof.

      


      9.
        ARBITRATION.

      


      If
        at any
        time during the term of this Note any dispute, difference, or disagreement
        shall
        arise upon or in respect of the Note, and the meaning and construction hereof,
        every such dispute, difference, and disagreement shall be referred to a single
        arbiter agreed upon by the parties hereto, or if no single arbiter can be
        agreed
        upon, an arbiter or arbiters shall be selected in accordance with the rules
        of
        the American Arbitration Association and such dispute, difference, or
        disagreement shall be settled by binding arbitration in accordance with the
        then
        prevailing commercial rules of the American Arbitration Association, and
        judgment upon the award rendered by the arbiter may be entered in any court
        having jurisdiction thereof The parties hereto each jointly and severally
        waive
        any and all rights to appeal the judgment or award of such
        arbiter(s).

      


      10.
        TRANSFERABILITY.

      


      The
        right
        to principal and interest under this Note may be transferred only through
        a book
        entry system maintained by Maker. Any other means of transfer, including,
        without limitation, transfers by endorsement, shall be null and void. Ownership
        of the obligation must be reflected in a book entry. A book entry is a record
        of
        ownership that identifies the owner of an interest in this Promissory
        Note.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the Maker has caused its duly authorized representative
        to
        execute this Note as of the date first written above.

      


      


      
        	 	
                SHEARSON
                  FINANCIAL NETWORK, INC.

              
	 	 
	 	
                /s/  Michael
                  A. Barron

              
	 	
                Michael
                  A. Barron

              
	 	
                CEO