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                                                                     EXHIBIT 4.4

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF AN
UNDERWRITING AGREEMENT, DATED AS OF SEPTEMBER __, 2003, THE PROVISIONS OF WHICH
ARE INCORPORATED HEREIN BY REFERENCE.. A COPY OF SUCH UNDERWRITING AGREEMENT IS
AVAILABLE FROM THE COMPANY UPON REQUEST.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD EXCEPT IN
A TRANSACTION REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT.

                        UNDERWRITER'S WARRANT CERTIFICATE
                               PANAMERICAN BANCORP

No. WB-__                                        138,000 Underwriter's Warrants
September __, 2003

         This Warrant Certificate certifies that Forge Financial Group, Inc.,
(the "Underwriter") or registered assigns, is the registered holder of ONE
HUNDRED THIRTY EIGHT THOUSAND (138,000) Warrants. Each Underwriter's Warrant
entitles the owner thereof to purchase at any time on or prior to the Expiration
Date, one (1) fully paid and nonassessable share of Common Stock, par value
$0.001 per share (the "Common Stock") and two (2) Common Stock Purchase Warrants
(the "Purchase Warrants" and together with the Common Stock, a "Unit"), of
PanAmerican Bancorp, a Delaware corporation (together with its successors and
assigns, the "Company"), at a Purchase Price equal to 120% of the Offering Price
(as defined in the Underwriting Agreement) per Unit upon presentation and
surrender of this Warrant Certificate with a form of election to purchase duly
executed and delivery to the Company of the payment of the Purchase Price in the
manner set forth in the Warrant Agreement.

         The Underwriter's Warrants are issued pursuant to the Warrant Agreement
(as it may from time to time be amended or supplemented, the "Warrant
Agreement"), dated as of September __, 2003, among the Company and the
Underwriter, and are subject to all of the terms, provisions and conditions
thereof, which Warrant Agreement is hereby incorporated herein by reference and
made a part hereof and to which Warrant Agreement reference is hereby made for a
full description of the rights, obligations, duties and immunities of the
Company and the holders of the Warrant Certificates. Capitalized terms used, but
not defined, herein have the respective meanings ascribed to them in the Warrant
Agreement.

         Except as otherwise set forth in, and subject to, the Warrant
Agreement, the Expiration Date of this Warrant Certificate is 5:00 PM Eastern
Standard Time (EST), on September __, 2008.

         This Warrant Certificate shall be exercisable, at the election of the
holder, either as an entirety or, subject to the conditions set forth in the
Warrant Agreement, in part from time to time on any Business Day (but not, in
the case of any exercise in part, as to a fractional Warrant). If this Warrant
Certificate shall be exercised in part, the holder shall be entitled to receive,
upon surrender hereof, another Warrant Certificate or Warrant Certificates for
the number of Warrants not exercised. This Warrant Certificate, with or without
other Warrant Certificates, upon surrender in the manner set forth in the
Warrant Agreement, may be exchanged for another Warrant Certificate or Warrant
Certificates of like tenor evidencing Underwriter's Warrants entitling the
holder to purchase a like aggregate number of shares of Common Stock as the
Underwriter's Warrants evidenced by the Warrant Certificate or Warrant
Certificates surrendered shall have entitled such holder to purchase.

         Except as expressly set forth in the Warrant Agreement, no holder of
this Warrant Certificate shall have any right as a stockholder of the Company
prior to the exercise of the Warrants represented by such Warrant Certificate
and payment of the Purchase Price therefor. Notwithstanding the foregoing, the

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holders of the Underwriter's Warrants shall have the rights set forth in Section
__ of the Warrant Agreement in respect of the payment of certain Dividends by
the Company. Prior to the exercise of the Underwriter's Warrants evidenced
hereby, the holder of this Warrant Certificate shall not have any obligation or
any liability as a stockholder of the Company, whether such obligation or
liabilities are asserted by the Company or by creditors of the Company, but
shall have the obligations set forth in the Warrant Agreement.

         The holder of this Warrant Certificate shall have the put rights with
respect to this Warrant Certificate and Units received upon exercise of this
Warrant Certificate, as set forth in Section __ of the Warrant Agreement.

         THIS WARRANT CERTIFICATE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, AND THE RIGHTS OF THE COMPANY AND THE HOLDER HEREOF SHALL BE GOVERNED BY,
THE INTERNAL LAWS OF THE STATE OF FLORIDA.

         WITNESS the signature of a proper officer of the Company as of the date
first above written.

                                   PANAMERICAN BANCORP

                                   By: _____________________________
                                      Name:  _________________________
                                      Title: _________________________

                                       2

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                              [FORM OF ASSIGNMENT]
                    (TO BE EXECUTED BY THE REGISTERED HOLDER
           IF SUCH HOLDER DESIRES TO TRANSFER THE WARRANT CERTIFICATE)

         FOR VALUE RECEIVED, ____________________________________ hereby sells,
assigns and transfers unto

_______________________________________________________________________________
(Please print name and address of transferee.)

the accompanying Warrant Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and appoint:

_______________________________________________________________________________
attorney, to transfer the accompanying Warrant Certificate on the books of the
Company with full power of substitution.

Dated: ______________________

                                            [HOLDER]

                                            By:____________________________

                                     NOTICE

         The signature to the foregoing Assignment must correspond to the name
as written upon the face of the accompanying Warrant Certificate or any prior
assignment thereof in every particular, without alteration or enlargement or any
change whatsoever.

                                       3

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                         [FORM OF ELECTION TO PURCHASE]
                   (TO BE EXECUTED BY THE REGISTERED HOLDER IF
            SUCH HOLDER DESIRES TO EXERCISE THE WARRANT CERTIFICATE)

To PanAmerican Bancorp

         The undersigned hereby irrevocably elects to exercise
_____________________ Underwriter's Warrants represented by the accompanying
Warrant Certificate to purchase the shares of Common Stock issuable upon the
exercise of such Warrants and requests that certificates for such shares be
issued in the name of:

________________________________________________________________________________
(Please print name and address.)

________________________________________________________________________________
Please insert social security or other identifying number)

If such number of Underwriter's Warrants shall not be all the Underwriter's
Warrants evidenced by the accompanying Warrant Certificate, a new Warrant
Certificate for the balance remaining of such Underwriter's Warrants shall be
registered in the name of and delivered to:

________________________________________________________________________________
(Please print name and address.)

________________________________________________________________________________
Please insert social security or other identifying number)

The undersigned is paying the Purchase Price for the shares of Common Stock to
be issued on exercise of the foregoing Underwriter's Warrants pursuant to
Section 2 of the Warrant Agreement;

Dated: ______________

                                                [HOLDER]

                                                By:____________________________

                                     NOTICE

The signature to the foregoing Election to Purchase must correspond to the name
as written upon the face of the accompanying Warrant Certificate or any prior
assignment thereof in every particular, without alteration or enlargement or any
change whatsoever.

                                       4

<PAGE>

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY OR WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE
COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A
NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

                                                  Dated as of September __, 2003

                               PANAMERICAN BANCORP
                             a Delaware corporation

                                WARRANT AGREEMENT

         THIS CERTIFIES THAT, for value received, FORGE FINANCIAL GROUP, INC.
(hereinafter, the "Holder"), is entitled, upon the terms and subject to the
conditions hereinafter set forth, to purchase from PANAMERICAN BANCORP a
Delaware corporation (the Company"), that number of fully paid and nonassessable
Units of the Company at the purchase price per share as set forth in Section 1
below. A "Unit" is defined as one (1) share of common stock and two (2) common
stock purchase warrants of the Company.

                         TERMS AND CONDITIONS OF WARRANT

         1.       Number of Shares; Exercise Price; Term.

                  (a)      The Holder shall be entitled to subscribe for and
purchase up to ONE HUNDRED THIRTY EIGHT THOUSAND (138,000) Units of the Company
at an exercise price equal to 120% of the Offering Price (as defined in the
Underwriting Agreement) per warrant, subject to adjustments in the number if
Units issuable upon the exercise thereof and in the exercise price if the
Underwriter's Warrants as a result of certain events, including subdivisions and
combinations of the common stock (the "Exercise Price").

                  (b)      The Holder may exercise this Warrant at any time and
from time to time prior to the earlier of (i) 5:00 p.m. (EST) on the fifth
anniversary date of the Prospectus (the "Expiration Date"). This Warrant shall
expire and cease to be exercisable after the Expiration Date.

<PAGE>

         2.       Exercise of Warrant.

                  (a)      This Warrant may be exercised by the Holder as to the
whole or any lesser number of the Units covered hereby, at any time and from
time to time prior to the Expiration Date, upon surrender of this Warrant to the
Company at its principal executive office together with the Notice of Exercise
annexed hereto as Exhibits A, duly completed and executed by the Holder, and
payment to the Company of the aggregate Exercise Price for the Units along with
all applicable transfer taxes, if any. Certificates for the Units so purchased
shall be delivered to the Holder within a reasonable time not to exceed 21 days
after exercise of the purchase rights represented by this Warrant. The exercise
of this Warrant shall be deemed to have been effected on the day on which the
Holder surrenders this Warrant to the Company and satisfies all of the
requirements of this Section 2. Upon such exercise, the Holder will be deemed a
shareholder of record of those Units for which the warrant has been exercised
with all rights of a shareholder (including, without limitation, all voting
rights with respect to such Units and all rights to receive any dividends with
respect to such Units).

                  (b)      The Exercise Price may be paid at the Holder's
election either (i) by certified check made payable to the Company or (ii) by
surrender of Warrants ("Net Issuance") as determined below. If the Holder elects
the Net Issuance method, the Company will issue Common Stock in accordance with
the following formula:

                           X=Y(A-B)/A

         Where X = the number of shares of Common Stock to be issued to the
Holder

         Y = the number of shares of Common Stock purchasable under the
             Warrant or, if only a portion of the Warrant is being
             exercised, the portion of the Warrant being canceled (at the
             date of such calculation)

         A = the fair market value of one share of the Company's Common Stock
             (at the date of such calculation)

         B = Exercise Price (as adjusted to the date of such calculation).

For purposes of the above calculation, the fair market value of one share of
Common Stock shall be the "Price to Public" specified in the final prospectus
with respect to the offering of such stock.

                  (c)      If this Warrant is to be exercised in respect of less
than all of the Units covered hereby, the Holder shall be entitled to receive a
new warrant covering the number of Units in respect of which this Warrant shall
not have been exercised and for which it remains subject to exercise. Such new
warrant shall be in all other respects identical to this Warrant.

         3.       Covenants of the Company. The Company covenants and agrees
that all equity securities which may be issued upon the exercise of the rights
represented by this Warrant, upon

                                       2

<PAGE>

issuance and payment therefor in accordance herewith, will be duly authorized,
validly issued, fully paid, and nonassessable. The Company further covenants and
agrees that, during the period within which the stock purchase rights
represented by this Warrant may be exercised, the Company will at all times have
duly authorized and duly reserved for issuance upon the exercise of the purchase
rights evidenced by this Warrant a number of shares of its Common Stock
sufficient for such issuance.

         4.       Transfer, Exchange, or Loss of Warrant.

                  (a)      This Warrant may not be assigned or transferred
except as provided in this Section 4 and in accordance with and subject to the
provisions of the Securities Act of 1933, as amended, and the Rules and
Regulations promulgated thereunder (collectively, the "Securities Act"). Any
purported transfer or assignment made other than in accordance with this Section
4 shall be null and void and of no force or effect.

                  (b)      Prior to any transfer of this Warrant, the Holder
shall notify the Company of its intention to effect such transfer, indicating
the circumstances of the proposed transfer and, upon request, furnish the
Company with an opinion of its counsel, in form and substance satisfactory to
counsel for the Company. The Company will promptly notify the Holder if the
opinion of counsel furnished to the Company is satisfactory to counsel for the
Company. Unless the Company notifies the Holder within ten (10) days after its
receipt of such opinion that such opinion is not satisfactory to counsel for the
Company, the Holder may proceed to effect the transfer.

                  (c)      Upon receipt by the Company of satisfactory evidence
of loss, theft, destruction, or mutilation of this Warrant and of indemnity
satisfactory to the Company, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new Warrant of
like tenor and date and any such lost, stolen, or destroyed Warrant shall
thereupon become void. Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the Company,
whether or not the Warrant so lost, stolen, destroyed, or mutilated shall be at
any time enforceable by anyone.

         5.       No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. In lieu of any fractional share to which such holder would otherwise be
entitled, such holder shall be entitled, at its option, to receive either (i) a
cash payment equal to the excess of the Fair Market Value for such fractional
share above the Exercise Price for such fractional share (as mutually determined
by the Company and the Holder) or (ii) a whole share if the Holder tenders the
Exercise Price for one whole share.

         6.       No Rights as Shareholders. This Warrant does not entitle the
holder hereof to any voting rights, dividend rights, or other rights as a
shareholder of the Company prior to the exercise hereof.

         7.       Saturdays, Sundays, Holidays, etc. If the last or appointed
day for the taking of any action or the expiration of any right required or
granted herein shall be a Saturday or a

                                       3

<PAGE>

Sunday or shall be a legal holiday, then such action may be taken or such right
may be exercised on the next succeeding day not a Saturday or a Sunday or a
legal holiday.

         8.       Adjustments. The Exercise Price per Unit and the number of
Units purchasable hereunder shall be subject to adjustment from time to time as
follows:

                  (a)      Merger. If at any time there shall be a merger or
consolidation of the Company with or into another corporation when the Company
is not the surviving corporation, then, as a part of such merger or
consolidation, lawful provision shall be made so that the holder of this Warrant
shall thereafter be entitled to receive upon exercise of this Warrant, during
the period specified herein and upon payment of the aggregate Exercise Price
then in effect, the number of Units of stock or other securities or property of
the successor corporation resulting from such merger or consolidation, to which
a holder of the stock deliverable upon exercise of this Warrant would have been
entitled in such merger or consolidation if this Warrant had been exercised
immediately before such merger or consolidation. In any such case, appropriate
adjustment shall be made in the application of the provisions of this Warrant
with respect to the rights and interests of the Holder after the merger or
consolidation.

                  (b)      Reclassification, etc. If the Company shall, at any
time, by subdivision, combination, or reclassification of securities or
otherwise, change any of the securities as to which purchase rights under this
Warrant exist into the same or a different number of securities of any other
class or classes, the Exercise Price shall be adjusted such that this Warrant
shall thereafter represent the right to acquire such number and kind of
securities as would have been issuable as the result of such change with respect
to the securities which were subject to the purchase rights under this Warrant
immediately prior to such subdivision, combination, reclassification or other
change.

                  (c)      Split, Subdivision or Combination. If the Company at
any time while this Warrant remains outstanding and unexpired shall split,
subdivide or combine the securities as to which purchase rights under this
Warrant exist, the Exercise Price shall be proportionately decreased in the case
of a split or subdivision or proportionately increased in the case of a
combination.

         9.       Notice of Adjustments; Notices. Whenever the Exercise Price or
number of Units issuable upon exercise hereof shall be adjusted pursuant to
Section 8 hereof, the Company shall issue a written notice setting forth, in
reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated and the Exercise
Price and number of Units purchasable hereunder after giving effect to such
adjustment, and shall cause a copy of such notice to be mailed to the holder of
this Warrant.

         10.      Miscellaneous.

                  (a)      Successors and Assigns. This Warrant shall be binding
upon any successors or assigns of the Company.

                                       4

<PAGE>

                  (b)      Governing Law. This Warrant shall be governed by and
construed in accordance with the laws of the State of Florida.

                  (c)      Amendments. This Warrant may be amended and the
observance of any term of this Warrant may be waived only with the written
consent of the Company and the Holder.

                  (d)      Notice. Any notice, request, or other communication
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given if personally delivered, sent by facsimile, or mailed by
registered or certified mail, postage prepaid, or by recognized overnight
courier or personal delivery at the respective addresses or facsimile number of
the parties as set forth below. Any party hereto may by notice so given change
its address for future notice hereunder. Notice shall conclusively be deemed to
have been given when received.

                  If to the Holder:         Forge Financial Group, Inc.
                                            440 North Federal Highway
                                            Suite 300
                                            Boca Raton, FL 33432
                                            Attn: ________________________
                                            Fax:  ________________________

                  If to the Company:        PanAmerican Bancorp
                                            3475 Sheridan Street
                                            Hollywood, FL 33021
                                            Attn: _____________________
                                            Fax:  _____________________

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       5

<PAGE>

         IN WITNESS WHEREOF, the Company and the Holder have caused this Warrant
Agreement to be executed as of the date first above written.

                                        PANAMERICAN BANCORP

                                        By: ______________________________

                                        Name: ____________________________

                                        Title: ___________________________

Acknowledged and Agreed:

FORGE FINANCIAL GROUP, INC.

By: ________________________

Name: _____________________

Title: _____________________

                                       6

<PAGE>

                                    EXHIBIT A

                          FORM OF ELECTION TO PURCHASE