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                                                                    EXHIBIT 10.9

                  EMPLOYMENT AGREEMENT, dated as of the 6th day of May 2003 (the
"Effective Date") by and between PARAGON FINANCIAL CORPORATION., a Delaware
corporation (the "Company"), and STEVEN L. BARNETT (the "Executive").

                  WHEREAS, the Company and the Executive entered into a
consulting agreement, dated December 30, 2002 (the "Consulting Agreement");

                  WHEREAS, the Company and the Executive have ended their
consulting relationship and entered into an employment relationship;

                  WHEREAS, the Company and Executive desire to affirm the
termination of the Consulting Agreement, and memorialize the terms and
conditions upon which the Executive shall be employed by the Company and upon
which the Company shall compensate the Executive;

                  WHEREAS, the Company and Executive hereby enter into this
employment agreement effective as of the Effective Date;

                  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, on the terms and conditions set forth
herein and for a term commencing as of the Effective Date and terminating on May
5, 2007 (the "Employment Period"). Such employment may be terminated by the
Company at any time for "cause". As used in this Agreement, "cause" shall mean
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, violation of federal or state securities
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
the Company's Executive Vice President, General Counsel and Secretary. As
Executive Vice President, General Counsel, and Secretary, Executive shall be
responsible for overseeing all legal matters and business development
acquisition activities including identifying, contacting and qualifying
potential acquisition targets, deal structure, due diligence, legal issues and
other related business matters, all in accordance with the policies and
objectives established by the Company's Board of Directors. Executive shall have
such further duties of an executive character as shall, from time to time, be
delegated or assigned by the Chief Executive Officer of the Company or its Board
of Directors, consistent with the Executive's position. Executive shall report
to the Company's Chief Executive Officer and Board of Directors.

                  2.2 The Executive shall perform the duties hereunder at his
home office in the West Harrison, New York area unless Executive is traveling
for Company business. The Company may request Executive to relocate to the Ponte
Vedra Beach, Florida area on or after August 31, 2004. The terms of which shall
be mutually agreeable to the Company and Executive and similar to the relocation
benefits provided other senior executives of the Company. If at any time after
August 31, 2004, the Company provides a written request to Executive to relocate
to the Ponte Vedra Beach area and Executive elects not to relocate after good
faith efforts by both Executive and the Company to negotiate satisfactory terms
and conditions of his relocation, then such election shall be deemed a voluntary
termination as described in Section 11.2 (c) hereof.

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         3.       DEVOTION OF TIME

                  During the Employment Period, the Executive shall expend all
of his working time for the Company; shall devote his best efforts, energy and
skill to the services of the Company and the promotion of its interests; and
shall not take part in activities detrimental to the best interests of the
Company.

         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 Paragraph 4.2.

                  4.2 The Executive shall be entitled to receive from the
Company during the Employment Period minimum compensation at the rate of One
Hundred Seventy Five Thousand Dollars ($175,000) per annum (the "Salary").

                  4.3 The Company agrees to reevaluate the Executive's Salary at
the six-month and one-year anniversaries of the Effective Date, and no less than
annually at the end of the calendar year thereafter, based on a review of
compensation paid by similarly situated companies within the same industry to
executives with similar duties.

                  4.4 The Executive shall be entitled to receive from the
Company an annual performance bonus. Payment of said annual bonus will be based
on Executive achieving specific goals and objectives which shall be mutually
determined at a future date. Executive's bonus for calendar year 2003 shall be a
full twelve month bonus and it shall not be prorated for number of months
actually employed.

         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 (i) food, lodging and transportation, if
he is required to perform any of his duties away from his primary place of
residence, (ii) setting up and conducting business from a home office, and (iii)
memberships, dues and subscriptions. 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.

         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 Options. (a) Pursuant to a Stock Option Agreement, dated
December 30, 2002, between Executive and the Company (the "December Stock Option
Agreement"), executed in connection with, and referenced in, the Consulting
Agreement, Executive was granted options to purchase up to Six Million
(6,000,000) shares of common stock, par value $.0001 per share ("Common Stock")
of the Company. As provided for in the December Stock Option Agreement, and
restated herein, the terms and conditions of the option grant pursuant to the
December Stock Option Agreement remain in effect upon the termination of the
Consulting Agreement and subsequent employment of Executive and the December
Stock Option Agreement shall be amended and restated to reflect such employment
and this Employment Agreement.

                           (b) In addition to the options  referenced in Section
6.2(a), and in connection with the execution of this Employment Agreement,
Executive is hereby granted options to purchase up to Two Million (2,000,000)
shares of Common Stock of the Company. These options shall (i) be granted out of
the Company's 2002 Equity Participation Plan; (ii) have an exercise price of One
Hundred percent (100%) of the

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of the market value of the shares of Common Stock on the Effective Date; (iii)
have an exercise period of ten years from the date of grant; and (iv) vest at a
rate of 25% of the total grant on each of the anniversary of the Effective Date
of this Employment Agreement, subject to earlier vesting if certain Company
revenue targets are met.

                  6.3 Club Dues. During the term of this Agreement, the Company
shall pay the Executive a monthly stipend (the "Club Stipend") in a reasonable
amount to be mutually determined by the Executive and the Company, for his
country club dues.

                  6.4 Automobile Allowance. During the term of this Agreement,
the Company shall provide the Executive with a monthly automobile allowance in a
reasonable amount to be mutually determined by the Executive and the Company.

         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 Paragraph 7. In no event
shall the Executive be entitled to receive any payments under this Paragraph 7
beyond the expiration or termination date of this Agreement.

         8.       RESTRICTIVE COVENANT

                  8.1 (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

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other than through disclosure, directly or indirectly, by the Executive or
others in violation of an agreement of confidentiality or nondisclosure.

                  8.2 For purposes of this Paragraph 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 or its subsidiaries either in existence as of the
date hereof or hereafter adopted for the benefit of its employees or other
senior executives of the Company.

                  9.2 The Company has informed Executive that he will not be
eligible to participate in the Company's medical or dental insurance plans in
calendar year 2003. Executive shall be entitled to receive from the Company, on
a monthly basis, an amount equal to the amount that the Executive pays for such
coverage from a third party.

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

                  During the Employment Period, the Executive shall, 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.

         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

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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;

                           (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

                           (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 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).

                  11.3 The Executive may terminate this Agreement at any time
within twelve (12) months after a Change in Control, upon thirty (30) days prior
written notice to the Company. In such case, the Company will have no further
liability hereunder to the Executive, except to the extent set forth in
Paragraph 11.4 hereof

                  11.4 (a) Except as provided below in Paragraph 11.4(b) or
11.4(c), upon termination of the Executive's employment by the Company, the
Executive shall be entitled to receive (a) any accrued, but unpaid, Salary, (b)
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, (c) any accrued but unpaid bonus, if any. Any amount
due the Executive under clauses (a), (b), and/or (c) of this paragraph shall be
paid in a lump sum in cash within thirty (30) days after the termination of the
Executive's employment hereunder. The Company will have no other liability
hereunder to the Executive.

                       (b) In the event this Agreement is terminated by the
Company pursuant to the provisions of Paragraph 11.2(d) hereof after the
occurrence of a Change of Control, or by the Executive pursuant to the
provisions of Paragraph 11.3 hereof after the occurrence of a Change of Control,
the Executive shall be entitled to receive (a) any accrued, but unpaid, Salary,
(b) 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, (c) any accrued but unpaid bonus, if
any, and (d) an amount equal to the greater of One Hundred (100%) percent of the
pro-rated monthly Salary amount payable hereunder for the unexpired Employment
Period of the Agreement and one-year of Salary whether or not the Executive as
sought or obtained employment elsewhere after the termination of the Executive's
employment. Any amount due the Executive under clauses (a), (b), (c) and/or (d)
of this paragraph 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 Paragraph 10 above for the unexpired Employment Period of
this Agreement whether or not the Executive has 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
Paragraph 10 hereof only to the extent the Executive does not receive such
benefits in their entirety from the Executive's current employer. Upon payment
of the amount, if any, due the Executive pursuant to this Paragraph 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
Company other than for cause or after the occurrence of a Change of Control, the
Executive shall be entitled to receive (a) any accrued, but unpaid, Salary, (b)
any authorized but unreimbursed business expenses and any vacation or sick

<PAGE>

leave benefits which have accrued as of the date of termination of the
Agreement, but were then unpaid or unused, (c) any accrued but unpaid bonus, if
any, and (d) an amount equal to the greater of One Hundred (100%) percent of the
pro-rated monthly Salary amount payable hereunder for the unexpired Employment
Period of the Agreement and one-year of Salary whether or not the Executive has
sought or obtained employment elsewhere after the termination of the Executive's
employment. Any amount due the Executive under clauses (a), (b), (c) and/or (d)
of this paragraph 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 Paragraph 10 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
Paragraph 10 hereof only to the extent the Executive does not receive such
benefits in their entirety from the Executive's current employer. In addition,
in the event of a termination, the Executive shall immediately vest in all
outstanding options or other equity securities of the Company. Upon payment of
the amount, if any, due the Executive pursuant to this Paragraph 11.4(c), the
Company shall have no further obligation to the Executive under this Agreement.

                  11.5 Executive may voluntarily terminate his employment
hereunder at any time. In the event of such termination, Executive shall be
entitled to receive (a) any accrued, but unpaid, Salary, (b) 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, and (c) any accrued but unpaid bonus, if any. Upon payment of
the amount, if any, due the Executive pursuant to this Paragraph 11.5(a), the
Company shall have no further obligation to the Executive under this Agreement.

                  11.6 Upon the termination of the Executive's employment, the
Employment Period shall be deemed to have ended. Notwithstanding anything to the
contrary herein, the provisions of Paragraph 8 hereof shall continue and remain
in full force and effect as if the Employment Period continues for the number of
months for which base salary was paid under this Section 11.

         12.    INJUNCTIVE RELIEF

                  The Executive acknowledges and agrees that, in the event he
shall violate any of the restrictions of Paragraph 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 Paragraph 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

<PAGE>

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.

                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:
                Mr. Steven L. Barnett
                88 Stonewall Circle
                West Harrison, New York 10604
                Telephone: (914) 448-2342
                Telecopier: (914) 448-0220

                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

<PAGE>

                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 Paragraph 17.

         18.    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.

         19.    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.

         20.    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.

         21.    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.

         22.    CONSULTING AGREEMENT

                The Company and Executive hereby affirm the termination of the
Consulting Agreement, with the exception of any terms thereof that explicitly
survive termination as stated therein.

       REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.


<PAGE>




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

                                   PARAGON FINANCIAL CORPORATION



                                   By:
                                      ------------------------------------------
                                      STEVEN BURLESON, CHIEF EXECUTIVE OFFICER




                                   ---------------------------------------------
                                   STEVEN L. BARNETT