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Exhibit 10.3

                  EMPLOYMENT AGREEMENT, dated as of the 31st day of January,
2003 (the "Effective Date") by and between PARAGON FINANCIAL CORPORATION, a
Delaware corporation (the "Company"), and PHILIP LAGORI (the "Executive").

                  WHEREAS, the Company and the Executive desire to enter into an
employment agreement effective as of the Effective Date which set forth the
terms and conditions upon which the Executive shall be employed by of the
Company and upon which the Company shall compensate the Executive;

                  NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants hereinafter set forth, the parties hereto have agreed, and do
hereby agree, as follows:

         1.       EMPLOYMENT; TERM

         The Company will employ the Executive in its business, and the
Executive will work for the Company therein, as the Company's Vice Chairman of
the Board and Chief Operating Officer and in such positions as set forth in
Section 10 hereof, for a term commencing as of the Effective Date and
terminating on January 31, 2005 (the "Employment Period"). Such employment may
be terminated by the Company at any time for "cause". As used in this Agreement,
"cause" shall include, but not necessarily be limited to, the Executive's
commission of any act in the performance of his duties constituting common law
fraud, a felony or other gross malfeasance of duty, insubordination, any
misrepresentation or breach of any covenant on the Executive's part herein set
forth, the Executive's commission of any illegal business practices in
connection with the Company's business, any embezzlement or misappropriation of
assets, any excessive unexcused absences from employment or service, continued
and habitual neglect to perform material stated duties, violation of federal or
state securities or banking laws, rules or regulations, or violation of rules or
regulations of Nasdaq or other stock exchange on which the Company is, or may
become listed or included during the Employment Period, for which the Executive
is found guilty or liable, or he agrees to pay fines or suffer sanctions or
injunctive relief whether or not he is found to be guilty or liable, or the
Executive's engagement in misconduct or activities which is materially injurious
to the Company or its subsidiaries or which brings the Company or its
subsidiaries and/or the Company's Board of Directors into disrepute.

         2.       DUTIES

                  2.1 During the Employment Period, the Executive shall serve as
an Executive Vice Chairman of the Board of the Company and the Company's Chief
Operating Officer. As Vice Chairman of the Board and the Chief Operating
Officer, he shall be responsible for assisting the Chief Executive Officer in
coordinating and directing the Company's activities in accordance with the
policies and objectives established by the Company's Board of Directors, and
assisting the Board of Directors in developing policies regarding corporate
functions and short and long term planning, and he shall have such further
duties of an executive character as shall, from time to time, be delegated or
assigned to him by the Chief Executive Officer or Board of Directors of the
Company consistent with the Executive's position. He shall report to the Chief
Executive Officer or Board of Directors of the Company.

                  2.2 The Executive shall perform the duties hereunder at the
offices of Mortgage Express, Inc., an Illinois corporation ("Mortgage Express"),
located in Chicago, Illinois unless Executive is traveling for Company business.
The Executive understands that it shall be necessary to travel to, and spend
time in, the Company's headquarters in the Ponte Vedra Beach area of Florida
from time to time.

         3.       DEVOTION OF TIME

                  During the Employment Period, the Executive shall expend all
of his working time to the Company, except as expressly set forth herein, in
order to effectively carry out his duties hereunder; he shall devote




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his best efforts, energy and skill to the services of the Company and the
promotion of its interests; and he shall not take part in activities detrimental
to the best interests of the Company. The Company acknowledges that the
Executive will continue to serve as President and will continue to be employed
by Mortgage Express and that he is entitled to devote his time and attention to
Mortgage Express, provided that he continues to effectively carry out his duties
hereunder.

         4.       COMPENSATION

                  4.1 For all services to be rendered by the Executive during
the Employment Period and in consideration of the Executive's representations
and covenants set forth in this Agreement, the Executive shall be entitled to
the compensation set forth in Sections 4.2 and 4.3.

                  4.2 Salary.

     (a) The Executive shall be entitled to receive from the Company during the
Employment Period minimum compensation at the rate of Two Hundred Thousand
Dollars ($200,000) per annum (the "Salary"). The Executive shall be entitled to
such additional increments as shall be determined from time to time by the Board
of Directors of the Company.

     (b) All amounts due under this Section 4.2 shall be payable in accordance
with the Company's standard payroll practices.

     (c) The Company agrees to reevaluate the Executive's Salary at the
six-month and one-year anniversaries of the Effective Date based on a review of
compensation paid by similarly situated companies within the same industry to
executives with similar duties as the Executive.


                  4.3 Bonus.

     (a) Commencing with the first fiscal quarter of 2003, the Executive shall,
in addition to Salary, be entitled to receive a quarterly bonus equal to Sixteen
and Six Hundred Sixty Seven Thousandths Percent (16.667%) of the pre-tax
earnings in excess of Nine Hundred Thousand Dollars ($900,000) of Mortgage
Express each fiscal quarter (provided however, if Mortgage Express acquires any
future businesses, through the purchase of substantially all the assets of a
third party, through the purchase of a controlling interest of stock or other
equity of a third party, or through a merger or consolidation with a third
party, the pre-tax earnings attributable to such businesses shall not be given
effect when calculating pre-tax earnings of Mortgage Express for the purposes
hereof).

     (b) All amounts due under this Section 4.3 shall be payable prior to the
end of the calendar month following the close of the fiscal quarter to which the
bonus relates.

         5.       REIMBURSEMENT OF EXPENSES

                  The Company shall pay directly, or reimburse the Executive
for, all reasonable and necessary expenses and disbursements incurred by the
Executive for and on behalf of the Company in the performance of his duties
during the Employment Period, including, without limitation, all reasonable
expenses incurred by the Executive for food, lodging and transportation, if he
is required to perform any of his duties away from his primary place of
residence. For such purposes, the Executive shall submit to the Company, not
less than once in each calendar month, reports of such expenses and other
disbursements in form normally used by the Company.


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         6.       BENEFITS

                  6.1 Vacation. The Executive shall be entitled to reasonable
vacations during the Employment Period, the time and duration thereof to be
determined by mutual agreement between the Executive and the Company.

                  6.2 Automobile Allowance. The Company shall provide the
Executive with a monthly automobile allowance of One Thousand Five Hundred
Dollars ($1,500). The allowance due the Executive pursuant to this Section 6.3
shall be paid by the Company monthly during the term of this Agreement.

                  6.3 Other Benefits. During the term of this Agreement, the
Executive may at his option and at the Company's expense, travel first class on
any commercial airline when traveling on behalf of the Company to perform any of
his duties hereunder away from his primary place of residence.




         7.       DISABILITY

                  If, during the Employment Period, the Executive shall, in the
opinion of a majority of the members of the Board of Directors of the Company
(excluding the Executive), as confirmed by competent medical evidence, become
physically or mentally incapacitated to perform his duties for the Company
hereunder ("Disabled") for a continuous period of thirty (30) days, then the
Company shall have the right, by written notice, to terminate the Executive's
employment hereunder as of a date (not less than five (5) days after the date of
the sending of such notice) to be specified in such notice. The Executive agrees
to submit himself for appropriate medical examination to a physician of the
Company's designation as necessary for purposes of this Section 7. In no event
shall the Executive be entitled to receive any payments under this Section 7
beyond the expiration or termination date of this Agreement.

         8.       RESTRICTIVE COVENANT

                  8.1 The services of the Executive are unique and extraordinary
and essential to the business of the Company, especially since the Executive
shall have access to the Company's customer lists, trade secrets and other
privileged and confidential information essential to the Company's business.
Therefore, the Executive agrees that, if the term of his employment hereunder
shall expire or his employment shall at any time terminate for cause, the
Executive will not at any time (a) within one (1) year after such expiration or
termination, or (b) in the case of termination due to a "Change in Control" (as
hereinafter defined) prior to the expiration of the Employment Period as
provided in Section 11.2(d) or Section 11.3 hereof and provided that the Company
is compensating the Executive pursuant to Section 11.4 hereof, within period
commencing on the date of such termination and ending on the original expiration
date of the Employment Period set forth in Section 1 hereof, (the "Restrictive
Covenant Period"), without the prior written approval of the Company, directly
or indirectly, anywhere, whether individually or as a principal, officer,
employee, partner, director, agent of or consultant for any entity, (i) engage
or participate in the mortgage finance services business in the markets in which
the Company is then operating a mortgage finance services business ("Competitive
Business"), and the Executive acknowledges that a Competitive Business is, and
will continue to be, similar to or competitive with that of the Company, (ii)
shall not make any investments in any competitive entity engaged in a
Competitive Business, except to the extent that such investment is less than, or
convertible or exercisable into less than, 5% of the outstanding equity of such
entity; (iii) cause or seek to persuade any director, officer, employee,
customer, or agent of the Company to discontinue the status, employment or
relationship of such person or entity with the Company, or to become employed or
engaged in any Competitive Business; (iv) cause or seek to persuade any
prospective customer, of the Company (which at the date of cessation of the
Executive's employment with the Company was then actively being solicited by the
Company) to determine not to enter into a business relationship with Company;
(v) hire or retain any director, officer or employee of the Company; or (vi)
solicit or cause or authorize to be solicited, for or on behalf of him or any
third party, any Competitive Business from (a) others who are, or were within
one (l) year prior to the cessation of his employment with the Company,
customers of the Company, or (b) any prospective customer of the Company which
at the date of such cessation was then actively being solicited by the Company.
The foregoing restrictions set forth in this Section

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8.1 shall apply likewise during the Employment Period. Furthermore, in the case
of a termination due to (i) a "Change in Control" and the Company is not
compensating the Executive pursuant to section 11.4 hereof, or (ii) by the
Executive as a result of a No Listing Event (as hereinafter defined), the
Restrictive Covenant Period shall expire on the date of termination of this
Agreement.

                  8.2 (a) The Executive represents that he has been informed
that it is the policy of the Company to maintain as secret all Confidential
Information (as hereinafter defined) relating to the Company, including, without
limitation, any and all knowledge or information with respect to secret or
confidential business methods, business plans, customer lists, strategic
business data, financial, operating or marketing records or with respect to any
other confidential or secret aspect of the Company's activities (collectively
the "Proprietary Information"), and further acknowledges that such Confidential
Information is of great value to the Company. The Executive recognizes that, by
reason of his employment with the Company, he has acquired and will acquire
Confidential Information as aforesaid. The Executive confirms that it is
reasonably necessary to protect the Company's goodwill, and, accordingly, hereby
agrees that he will not, directly or indirectly (except where authorized by the
Board of Directors of the Company for the benefit of the Company or as requested
by law, or regulation or applicable legal regulatory or administrative process
or by a court of competent jurisdiction), at any time during the term of this
Agreement or thereafter divulge to any person, or use, or cause or authorize any
person, firm or other entity to use, any such Confidential Information.

                      (b) The Executive agrees that, upon the expiration or
termination of this Agreement for any reason whatsoever, he shall promptly
deliver to the Company any material relating to any Confidential Information as
well as all memoranda, notes, records, documents, or other writings whatsoever
made, compiled, acquired, or received by the Executive during the term of this
Agreement, arising out of, in connection with, or related to any activity or
business of the Company including, but not limited to, the customers or others
with whom the Company has a business relationship, the arrangements of the
Company with such parties, as well as any expansion policies and strategies for
the future growth of the Company, and the Executive further agrees that all of
the above mentioned items are, and shall continue to be, the sole and exclusive
property of the Company, as applicable, and shall, together with all copies
thereof, be returned and delivered to the Company within five (5) days of the
termination of this Agreement, or at any time upon the Company's demand.

                      (c) For purposes hereof, the term "Confidential
Information" shall mean all Proprietary Information given to the Executive,
directly or indirectly, in paper or electronic form and all other Proprietary
Information relating to the Company otherwise acquired by the Executive during
the course of his employment with the Company, other than Proprietary
Information which (i) was in the public domain at the time furnished to, or
acquired by, the Executive, or (ii) thereafter enters the public domain other
than through disclosure, directly or indirectly, by the Executive or others in
violation of an agreement of confidentiality or nondisclosure.

                  8.3 For purposes of this Section 8, the term "Company" shall
mean and include any and all subsidiaries, indirect subsidiaries, parents and
affiliated entities of the Company in existence from time to time.

         9.       PARTICIPATION IN EXECUTIVE BENEFIT PLANS

                  9.1 The Executive and any beneficiary of the Executive shall
be accorded the right to participate in and receive benefits under and in
accordance with the provisions of any pension, profit sharing, insurance, bonus,
deferred compensation, medical and dental insurance or reimbursement or other
plan or program of the Company either in existence as of the date hereof or
hereafter adopted for the benefit of its executive employees.

                  9.2 Until the Company, or its parent or other entity
establishes group medical and dental insurance plans in which the Executive, by
virtue of being an employee of the Company, is entitled to participate, the
Executive shall be entitled to receive from the Company, an amount equal to the
amount that the Executive pays for his current COBRA coverage with a third party
(the "COBRA Reimbursement"), if any. The COBRA Reimbursement, if any, shall
accrue and be payable to the Executive at the time his Executive furnishes the
Company with a written accounting of the amount of COBRA Reimbursement, but not
before the closing of the Merger.


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         10.      SERVICE AS OFFICER OF PARENT AND SUBSIDIARIES; SERVICE AS
                  DIRECTOR

                  10.1. During the Employment Period, the Executive shall, in
addition to serving as President and a director of Mortgage Express as set forth
in Section 10.2, if elected or appointed, serve as (a) an officer of the sole
parent and/or any subsidiaries or indirect subsidiaries of the Company in
existence or hereafter created or acquired, (b) a director of the Company and/or
the sole parent and/or any such subsidiaries of the Company, in each case
without any additional compensation for such services.
                  10.2 During the Employment Period commencing on the
effectiveness of the Merger, the Executive shall serve as President and a
director of Mortgage Express, which shall at the effective time of the Merger be
the wholly-owned subsidiary of the Company, until his successors are duly
elected and shall qualify.

         11.      EARLIER TERMINATION


                 11.1   The Executive's employment hereunder shall automatically
                        terminate upon his death.

                 11.2   The Company may terminate this Agreement at its option
upon:

                         (a) the Executive's incapacity in accordance with the
provisions set forth in Section 7 hereof;

                         (b) one (1) day's prior written notice to the Executive
in the event the Company terminates his employment hereunder for cause as set
forth in Section 1 hereof;

                         (c) the Executive's voluntarily leaving the employ of
the Company; or

                         (d) at any time within twelve (12) months after a
Change in Control immediately upon written notice to the Executive without any
further liability hereunder to the Executive, except to the extent set forth in
Section 11.4 hereof. For purposes of this Agreement, the terms "Change of
Control" shall mean, except in connection with, or in relation to, a capital
raising transaction:

                         (i) The transfer, through one transaction or a series
of related transactions, either directly or indirectly, or through one or more
intermediaries, of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act of 1934) of 50% or more of either
the then outstanding shares of common stock or the combined voting power of the
Company's then outstanding voting securities entitled to vote generally in the
election of directors, or the last of any series of transfers that results in
the transfer of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act of 1934) of 50% or more of either
the then outstanding shares of common stock or the combined voting power of the
Company's then outstanding voting securities entitled to vote generally in the
election of directors;

                         (ii) Approval by the shareholders of the Company of a
merger or consolidation, with respect to which persons who were the shareholders
of the Company immediately prior to such merger or consolidation do not,
immediately thereafter, own more than 50% of the combined voting power entitled
to vote generally in the election of directors of the merged or consolidated
company's then outstanding voting securities, or a liquidation or dissolution of
the Company or the sale of all or substantially all of the assets of the
Company; provided, however, that this provision shall not be triggered in the
event the Executive (in his capacity as a director or a stockholder) votes, or
causes other stockholders to vote, in favor of such merger or consolidation.

                         (iii) The transfer, through one transaction or a series
of related transactions, of more than 50% of the assets of the Company, or the
last of any series of transfers that results in the transfer of more than 50% of
the assets of the Company. For purposes of this paragraph, the determination of
what constitutes more than 50% of the assets of the Company shall be determined
based on the most recent financial statement prepared by the Company's
independent accountants; or


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                         (iv) During any calendar year, individuals who at the
beginning of such year constituted the Board of Directors of the Company and any
new director or directors whose election by the Board of Directors was approved
by a vote of a majority of the directors then still in office who either were
directors at the beginning of the year or whose election or nomination for
election was previously so approved, cease for any reason to constitute a
majority thereof, provided, however, that this provision will not be triggered
in the event the Executive (in his capacity as a director or a stockholder)
votes, or causes other stockholders to vote, their shares to cause said change
to the directorship of the Company.

Notwithstanding the foregoing, in no event shall a Change in Control be deemed
to have occurred if the Executive is part of a purchasing group, which
consummates the Change in Control transaction. The Executive shall be deemed
"part of a purchasing group" for purposes of the preceding sentence if the
Executive is an equity participant or has agreed to become an equity participant
in the purchasing company or group (except for ownership of less than five
percent (5%) of the voting securities of the purchasing company).

Furthermore, it is understood that the issuance of securities in connection with
the acquisition of companies, businesses or assets which are not affiliated with
one another shall not constitute one transaction or a series of related
transactions for the purposes of this Section 11.2.

                  11.3 The Executive may terminate this Agreement at any time
(a) within twelve (12) months after a Change in Control, or (b) on the first
anniversary of the Effective Date, if on such first anniversary date the shares
of the Company's common stock are not listed or included on a national stock
exchange, the Nasdaq National Market or the Nasdaq SmallCap Market, (a "No
Listing Event"), in each case upon thirty (30) days prior written notice to the
Company. In each such case, the Company will have no further liability hereunder
to the Executive, except to the extent set forth in Section 11.4 hereof.

         11.4 (a) Except as provided below in Section 11.4(b) or (c), as
applicable, upon termination of the Executive's employment with the Company, the
Company shall have no further obligations to the Executive and the Executive
shall be entitled to no further compensation from the Company, except for any
pro-rata amounts due to the Executive at such date of termination, as provided
for in Section 4.2.


                           (b) In the event this Agreement is terminated by the
Company pursuant to the provisions of Section 11.2(d) hereof or by the Executive
pursuant to the provisions of Section 11.3 hereof after the occurrence of a
Change of Control, the Executive shall be entitled to receive (i) any accrued,
but unpaid, Salary and automobile allowance, (ii) any authorized but
unreimbursed business expenses and any vacation or sick leave benefits which
have accrued as of the date of termination of the Agreement, but were then
unpaid or unused, (iii) any accrued but unpaid bonus, if any, and (iv) an amount
equal to One Hundred (100%) percent of the pro-rated monthly Salary amount
payable hereunder for the unexpired Employment Period of the Agreement whether
or not the Executive has sought or obtained employment elsewhere after the
termination of the Executive's employment pursuant to the provisions of Section
11.2(d) or Section 11.3 hereof. Any amount due the Executive under clauses (i),
(ii), (iii) and/or (iv) of this Section shall be paid in a lump sum in cash
within thirty (30) days after the termination of the Executive's employment
hereunder, the Company at its expense shall continue to provide the Executive
with the medical and dental benefits set forth in Section 9 above for the
unexpired Employment Period of this Agreement whether or not the Executive as
sought or obtained employment elsewhere after the termination of the Executive's
employment; provided, however, if the Executive obtains employment elsewhere
during the aforesaid period, then the Company shall continue to provide the
benefits set forth in Section 9 hereof only to the extent the Executive does not
receive such benefits in their entirety from the Executive's then current
employer. Upon payment of the amount, if any, due the Executive pursuant to this
Section 11.4(b), the Company shall have no further obligation to the Executive
under this Agreement.

                           (c) In the event this Agreement is terminated by the
Executive pursuant to the provisions of Section 11.3 hereof as a result of a No
Listing Event, the Executive shall be entitled to receive (i) any accrued, but
unpaid, Salary and automobile allowance (ii) any authorized but unreimbursed
business expenses and any vacation or sick leave benefits, and (iii) and any
accrued but unpaid bonus, if any. Upon the payment of the


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amount, if any, due the Executive pursuant to this Section 11.4(c), the Company
shall have no further obligation to the Executive under this Agreement.

                  11.5 Upon the termination of the Executive's employment, the
Employment Period shall be deemed to have ended. Notwithstanding anything to the
contrary herein, in the case of termination because of a Change in Control
pursuant to the provisions of Section 11.2(d) or Section 11.3 hereof, the
provisions of Section 8 hereof shall continue and remain in full force and
effect as if the Employment Period continues to expiration on the original
expiration date set forth in Section 1 hereof.

         12.    INJUNCTIVE RELIEF

                The Executive acknowledges and agrees that, in the event he
shall violate any of the restrictions of Sections 3 or 8 hereof, the Company
will be without an adequate remedy at law and will therefore be entitled to
enforce such restrictions by temporary or permanent injunctive or mandatory
relief in any court of competent jurisdiction without the necessity of proving
damages and without prejudice to any other remedies which it may have at law or
in equity. The Executive acknowledges and agrees that, in addition to any other
state having proper jurisdiction, any such relief may be sought in, and for such
purpose the Executive consents to the jurisdiction of, the courts of the State
of Florida.

         13.    NO RESTRICTIONS

                The Executive hereby represents that neither the execution of
this Agreement nor his performance hereunder will (a) violate, conflict with or
result in a breach of any provisions of, or constitute a default (or an event
which, with notice or lapse of time or both, would constitute a default) under
the terms, conditions or provisions of any contract, agreement or other
instrument or obligation to which the Executive is a party, or by which he may
be bound, or (b) violate any order, judgment, writ, injunction or decree
applicable to the Executive. In the event of a breach hereof, in addition to the
Company's right to terminate this Agreement, the Executive shall indemnify the
Company and hold it harmless from and against any and all claims, losses,
liabilities and expenses (including reasonable attorneys' fees) incurred or
suffered in connection with or as a result of the Company's entering into this
Agreement or employing the Executive hereunder.

         14.      ARBITRATION

                  14.1 Except with regard to Section 12 hereof and any other
matters that are not a proper subject of arbitration, all disputes between the
parties hereto concerning the performance, breach, construction or
interpretation of this Agreement or any portion thereof, or in any manner
arising out of this Agreement or the performance thereof, shall be submitted to
binding arbitration, in accordance with the rules of the American Arbitration
Association (the "AAA"), which arbitration shall be carried out in the manner
hereinafter set forth.

                14.2 Within twenty (20) days after written notice by one party
to the other of its demand for arbitration, which demand shall set forth the
name and address of its arbiter, the other party shall select its arbiter and so
notify the demanding party. Within twenty (20) days thereafter, the two arbiters
so selected shall select the third arbiter. The decision of any two (2) arbiters
shall be binding upon the parties. In default of either side naming its arbiter
as aforesaid or in default of the selection of the said arbiter as aforesaid,
the AAA shall designate such arbiter upon the application of either party. The
arbitration proceeding shall take place at a mutually agreeable location in
Ponte Vedra Beach, Florida or such other location as agreed to by the parties.

                14.3 A party who files a notice of demand for arbitration must
assert in the demand all claims then known to that party on which arbitration is
permitted to be demanded. When a party fails to include a claim through
oversight, inadvertence or excusable neglect, or when a claim has matured or
been acquired subsequently, the arbitrators may permit amendment. A demand for
arbitration shall be made within a reasonable time after the claim has arisen,
and in no event shall it be made after the date when institution of legal or
equitable proceedings based on such claim would be barred by the applicable
statute of limitations.


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                14.4 The award rendered by the arbitrators shall be final,
binding and conclusive, and judgment may be entered upon it in accordance with
applicable law in the appropriate court in the State of Florida, with no right
of appeal therefrom.

                14.5 Each party shall pay its or his own expenses of
arbitration, and the expenses of the arbitrators and the arbitration proceeding
shall be equally shared; provided, however, that, if, in the opinion of a
majority of the arbitrators, any claim or defense was unreasonable, the
arbitrators may assess, as part of their award, all or any part of the
arbitration expenses of the other party (including reasonable attorneys' fees)
and of the arbitrators and the arbitration proceeding against the party raising
such unreasonable claim or defense.




         15.    ASSIGNMENT

                This Agreement, as it relates to the employment of the Executive
or his right to acquire Option Shares, is a personal contract and the rights and
interests of the Executive hereunder may not be sold, transferred, assigned,
pledged or hypothecated.

         16.    NOTICES

                Any notice required or permitted to be given pursuant to this
Agreement shall be deemed to have been duly given when delivered by hand or sent
by certified or registered mail, return receipt requested and postage prepaid,
overnight mail or telecopier as follows:


                If to the Executive:

                ---------------------------

                ---------------------------
                Telecopier Number:  (____) _____- ____

                If to the Company:

                5000 Sawgrass Village Circle
                Ponte Vedra Beach, Florida 32082
                Attention: Chief Executive Officer
                Telecopier Number:  (904) 285-2575

                With a Copy to:

                Certilman Balin Adler & Hyman, LLP
                90 Merrick Avenue
                East Meadow, New York ll554
                Attention: Gavin C. Grusd, Esq.
                Telecopier Number:  (516) 296-7111

or at such other address as any party shall designate by notice to the other
party given in accordance with this Section 16.

         17.    GOVERNING LAW

                This Agreement shall be governed by, and construed and enforced
in accordance with, the laws of the State of Florida applicable to agreements
made and to be performed entirely in Florida.


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         18.    WAIVER OF BREACH; PARTIAL INVALIDITY


          The waiver by either party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent
breach. If any provision, or part thereof, of this Agreement shall be held to be
invalid or unenforceable, such invalidity or unenforceability shall attach only
to such provision or the part thereof and not in any way affect or render
invalid or unenforceable any other provisions of this Agreement, and this
Agreement shall be carried out as if such invalid or unenforceable provision, or
part thereof, had been reformed, and any court of competent jurisdiction or
arbiters, as the case may be, are authorized to so reform such invalid or
unenforceable provision, or part thereof, so that it would be valid, legal and
enforceable to the fullest extent permitted by applicable law.

         19.      ENTIRE AGREEMENT

                This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof. This Agreement supersedes all
prior agreements, understandings, negotiations and discussions, whether written
or oral, of the parties hereto relating to the transactions contemplated by this
Agreement. This Agreement may be amended only by a writing executed by the
parties hereto.

         20.    WAIVER OF JURY TRIAL. THE COMPANY AND THE EXECUTIVE ACKNOWLEDGE
THAT THE RIGHT TO A TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT THE RIGHT
MAY BE WAIVED. THE COMPANY AND THE EXECUTIVE EACH KNOWINGLY, VOLUNTARILY,
IRREVOCABLY AND WITHOUT COERCION, WAIVE ALL RIGHTS TO TRIAL BY JURY OF ALL
DISPUTES BETWEEN THEM. NEITHER THE COMPANY NOR THE EXECUTIVE SHALL BE DEEMED TO
HAVE GIVEN UP THIS WAIVER OF JURY TRIAL UNLESS THE PARTY CLAIMING THAT THIS
WAIVER HAS BEEN RELINQUISHED HAS A WRITTEN INSTRUMENT SIGNED BY THE OTHER PARTY
STATING THAT THIS WAIVER HAS BEEN GIVEN UP. IN THE EVENT OF LITIGATION, A COPY
OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT.


       REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.


                  IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the day and year above written.

                                             PARAGON FINANCIAL CORPORATION


                                             By: /s/ Steven A. Burleson
                                                 ----------------------
                                                 Steven A. Burleson,
                                                 Chief Executive Officer




                                                 /s/ Philip Lagori
                                                 -----------------
                                             PHILIP LAGORI