SHEARSON
      FINANCIAL NETWORK, INC.  

    


    2007
      Stock Incentive Plan

    


    


    ARTICLE
      I.

    


    PURPOSE
      AND ADOPTION OF THE PLAN

    


    1.1. Purpose.
      The
      purpose of the Shearson Financial Network, Inc. (the “Company”) 2007 Stock
      Incentive Plan (hereinafter referred to as the “Plan”) is to retain directors,
      executives, employees and selected consultants and reward them for making
      contributions to the success of the Company. These objectives are accomplished
      by making awards under the Plan thereby providing participants with a
      proprietary interest in the growth and performance of the
      Company.


    


    1.2.
      Adoption and Term.
      The Plan
      has been approved by the Board of Directors (hereinafter referred to as the
      “Board”) of the Company. The Plan shall remain in effect until the Plan is
      terminated by action of the Board or all shares of Common Stock reserved for
      issuance under the Plan have been granted.

    


    ARTICLE
      II.

    


    SHARES

    


    2.1.
      Number of Shares Issuable.
      The
      total number of shares initially authorized to be issued under the Plan shall
      be
      40,000,000 shares of common stock of the Company, par value $0.001 per share
      (“Common Stock”).

    


    ARTICLE
      III.

    


    PARTICIPATION

    


    3.1.
      Eligible Participants.
      Participants in the Plan shall be such directors, officers, employees and/or
      consultants of the Company as the Board, in its sole discretion, may designate
      from time to time. The Board's issuance of Common Stock to a participant in
      any
      year shall not require the Board to designate such person to receive Common
      Stock in any other year. The Board shall consider such factors as it deems
      pertinent in selecting participants and in determining the amount of Common
      Stock to be issued. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    ARTICLE
      IV.

    


    MISCELLANEOUS
      

    


    4.1
      Investment
      Intent.
      All
      shares granted under the Plan are intended to be exempt from registration under
      the Securities Act of 1933, as amended (the “Securities Act”). Unless and until
      the sale and issuance of Common Stock subject to the Plan are registered under
      the Securities Act or shall be exempt pursuant to the rules promulgated
      thereunder, each grant under the Plan shall provide that the purchases or other
      acquisitions of Stock thereunder shall be for investment purposes and not with
      a
      view to, or for resale in connection with, any distribution thereof. Further,
      unless the issuance and sale of the Common Stock have been registered under
      the
      Securities Act, each grant shall provide that no shares shall be sold unless
      and
      until (i) all then applicable requirements of state and federal laws and
      regulatory agencies shall have been fully complied with to the satisfaction
      of
      the Company and its counsel, and (ii) if requested to do so by the Company,
      the
      person who is to receive a grant of Common Stock pursuant to the Plan shall
      execute and deliver to the Company a letter of investment intent and/or such
      other form related to applicable exemptions from registration, all in such
      form
      and substance as the Company may require. If shares are issued pursuant to
      the
      Plan without registration under the Securities Act, subsequent registration
      of
      such shares shall relieve the recipient of a grant of shares of Common Stock
      pursuant to the Plan of any investment restrictions or representations made
      upon
      the sale of such shares.

    


    4.2
      Amendment, Modification, Suspension or Discontinuance of the
      Plan.
      The
      Board may, insofar as permitted by law, from time to time, suspend or terminate
      the Plan or revise or amend it in any respect whatsoever, except that without
      the approval of the shareholders of the Company, no such revision or amendment
      shall (i) increase the number of shares subject to the Plan, (ii) materially
      increase the benefits to participants, or (ii) change the class of persons
      eligible to receive grants under the Plan; provided, however, no such action
      shall alter or impair the rights and obligations under any outstanding shares
      of
      Common Stock which were granted pursuant to the Plan without the written consent
      of the recipients of such shares. No shares of Common Stock may be issued while
      the Plan is suspended or after it is terminated, but the rights and obligations
      under any shares of Common Stock issued while the Plan is in effect shall not
      be
      impaired by suspension or termination of the Plan.

    


    4.3
      Stock Splits, Stock Dividends combinations or
      reclassifications.
      In
      the
      event of any change in the outstanding stock of the Company by reason of a
      stock
      split, stock dividend, combination or reclassification of shares,
      recapitalization, merger, or similar event (“Adjusting Event”), the Board or the
      Committee may adjust proportionally (a) the number of shares of Common Stock
      reserved under the Plan, which have not been granted as of the date of such
      Adjusting Event. 

     

    4.4
      Withholding.
      The
      Company shall have the right to deduct applicable taxes from any grant of Common
      Stock an appropriate number of shares for payment of taxes required by law
      or to
      take such other action as may be necessary in the opinion of the Company to
      satisfy all obligations for withholding of such taxes. If Stock is used to
      satisfy tax withholding, such stock shall be valued based on the Fair Market
      Value when the tax withholding is required to be made. The
      Fair
      Market Value shall mean the fair market value of the of the Company's issued
      and
      outstanding common stock s determined in good faith by the Board. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    4.5
      Governing Law.
      The
      Plan and all determinations made and actions taken pursuant hereto, to the
      extent not otherwise governed by the securities laws of the United States,
      shall
      be governed by the law of the State of Nevada and construed accordingly.