SHEARSON FINANCIAL NETWORK, INC. Las Vegas, Nevada 89120

EXHIBIT 10.32

SHEARSON FINANCIAL NETWORK, INC.

0000 X. Xxxxxxxx Xx. Xxxxx 0

Xxx Xxxxx, Xxxxxx 00000

July 19, 2006

AJW Partners, LLC

AJW Offshore, Ltd.

AJW Qualified Partners, LLC

New Millennium Capital Partners II, LLC

0000 Xxxxxxxx Xxxxxxxxx

Xxxxx 000

Xxxxxx, Xxx Xxxx 00000

Re:           Shearson Financial Networks, Inc.

Ladies and Gentlemen:

Reference is made to the Securities Purchase Agreement  (the “Securities Purchase Agreement”) dated as of June 30, 2006 by and among Shearson Financial Network, Inc. (the “Company”) and each of AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC, and New Millennium Capital Partners II, LLC (collectively, the “Subscribers”) and the Registration Rights Agreement between the Company and the Subscribers, dated June 30, 2006, which was entered into pursuant to the Purchase Agreement (the “Registration Rights Agreement”).

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.

The parties shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other parties hereto may reasonably request in order to carry out the intent and accomplish the purposes of this letter agreement.

Very truly yours,

SHEARSON FINANCIAL NETWORK, INC

By:

Xxxxxxx X. Xxxxxx

Chief Executive Officer

ACCEPTED AND AGREED:

AJW PARTNERS, LLC

By:  SMS GROUP, LLC

Xxxxx X. Xxxxxxxx, Manager

NEW MILLENNIUM CAPITAL PARTNERS II, LLC

By: FIRST STREET MANAGER II, LLC,

Xxxxx X. Xxxxxxxx, Manager

AJW OFFSHORE, LTD.

By: FIRST STREET MANAGER II, LLC

/s/

Xxxxx X. Xxxxxxxx, Manager

AJW QUALIFIED PARTNERS, LLC

By: AJW MANAGER, LLC

/s/

Xxxxx X. Xxxxxxxx, Manager