Shearson Financial Network Inc Watch

from S-8 ~1 page Compensation Agreement

from S-8 2 pages Shearson Financial Network, Inc. 2007 Stock Incentive and Retention Plan

from 8-K 3 pages Addendum to Promissory Note Conversion Agreement

from SB-2/A 2 pages 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. 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

from SB-2/A 22 pages Callable Secured Convertible Note

from SB-2/A 22 pages Callable Secured Convertible Note

from SB-2/A 22 pages Callable Secured Convertible Note

from SB-2/A 22 pages Callable Secured Convertible Note

from 10KSB/A 4 pages Promissory Note Dated as of January 31, 2006

from 10KSB/A 10 pages Employment Agreement

from 10KSB/A 12 pages Employment Agreement

from 10KSB/A 12 pages Employment Agreement

from S-8 3 pages Shearson Financial Network, Inc. 2007 Stock Incentive Plan

from 10KSB/A 4 pages Promissory Note Dated as of January 31, 2006

from 10KSB/A 10 pages Employment Agreement

from 10KSB/A 12 pages Employment Agreement

from 10KSB/A 12 pages Employment Agreement

from 10QSB/A 3 pages Amendment No. 2 Asset Purchase Agreement

from 8-K 7 pages Promissory Note Conversion Agreement

from S-8 1 page Compensation Agreement