<PAGE>
                                                                    EXHIBIT 10.4

                          INTREPID CAPITAL CORPORATION

                           CONVERTIBLE NOTE AGREEMENT

                                -----------------
                                DECEMBER 31, 2001
                                -----------------


<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION                                                                                                        PAGE
-------                                                                                                        ----
<S>      <C>                                                                                                   <C>
1.       Purchase and Sale of Convertible Note; Convertible Class A Preferred Stock...............................1
         1.1      Issuance of Convertible Note....................................................................1
         1.2      Closing.........................................................................................1
         1.3      Convertible Class A Preferred Stock.............................................................1

2.       Representations, Warranties and Covenants of the Company.................................................1
         2.1      Corporate Existence; Compliance with Law........................................................1
         2.2      Corporate Power; Authorization; Enforceable Obligations.........................................2
         2.3      Authorization and Valid Issuance of Convertible Note and Shares of Common Stock.................2
         2.4      Capitalization..................................................................................3
         2.5      Full Disclosure.................................................................................3
         2.6      Intellectual Property...........................................................................3
         2.7      No Material Adverse Effect......................................................................4
         2.8      Use of Proceeds.................................................................................4
         2.9      Securities Laws.................................................................................4

3.       Representations and Warranties of the Investor...........................................................4
         3.1      Investment Intention............................................................................4
         3.2      Restricted Securities...........................................................................4
         3.3      Legends.........................................................................................4
         3.4      Accredited Investor.............................................................................5

4.       Conditions Precedent.....................................................................................5
         4.1      Execution and Delivery of Agreement.............................................................5
         4.2      Investment Management Acquisition...............................................................5
         4.3      Documents and Other Agreements..................................................................5
         4.4      Absence of Material Adverse Change..............................................................6
         4.5      Conditions to the Closing.......................................................................6

5.       Miscellaneous............................................................................................6
         5.1      Survival of Warranties..........................................................................6
         5.2      Successors and Assigns..........................................................................6
         5.3      Governing Law...................................................................................6
         5.4      Counterparts....................................................................................6
         5.5      Titles and Subtitles............................................................................6
         5.6      Notices.........................................................................................6
         5.7      Expenses........................................................................................7
         5.8      Amendments and Waivers..........................................................................7
         5.9      Severability....................................................................................8
         5.10     Indemnity.......................................................................................8
         5.11     Waiver of Trial by Jury.........................................................................8
         5.12     Entire Agreement................................................................................8
</TABLE>


                                        i
<PAGE>

Exhibits

Exhibit A - Form of Convertible Note

Exhibit B - Form of Certificate of Amendment

Schedules

Schedule 2.4 - Convertible Securities

Schedule 2.7 - Adverse Events


                                       ii
<PAGE>

                           CONVERTIBLE NOTE AGREEMENT


         THIS CONVERTIBLE NOTE AGREEMENT (this "Agreement") is made as of
December 31, 2001, by and between INTREPID CAPITAL CORPORATION, a Delaware
corporation (the "Company"), and AJG FINANCIAL SERVICES, INC., a Delaware
corporation (the "Investor").

         THE PARTIES HEREBY AGREE AS FOLLOWS:

         1. PURCHASE AND SALE OF CONVERTIBLE NOTE; CONVERTIBLE CLASS A PREFERRED
STOCK.

                  1.1      ISSUANCE OF CONVERTIBLE NOTE. Subject to the terms
         and conditions of this Agreement, the Investor agrees to lend and the
         Company agrees to borrow and issue at the closing (the "Closing") the
         Company's Convertible Note in the form set forth in Exhibit A hereto
         (the "Convertible Note"), in the principal amount of $3,500,000, such
         amount to be paid at the Closing by wire transfer to an account
         designated by the Company.

                  1.2      CLOSING.The Closing shall be on December 31, 2001,
         concurrently with the acquisition by the Company of ICC Investment
         Advisors, Inc. (the "Investment Management Acquisition"). In the event
         the Investment Management Acquisition does not close on December 31,
         2001, the Closing shall be on the day specified by the Company by five
         (5) days prior written notice to the Investor, which day shall be the
         day of the rescheduled closing of the Investment Management
         Acquisition; provided, however, that if the Closing has not occurred by
         February 15, 2002, this Agreement may be terminated by the Investor at
         any time thereafter by five (5) days prior written notice to the
         Company.

                  1.3      CONVERTIBLE CLASS A PREFERRED STOCK. The Company
         shall exercise its reasonable best efforts to cause the Certificate of
         Incorporation of the Company to be amended to provide for a series of
         shares of Convertible Class A Preferred Stock (the "Convertible Class A
         Preferred Stock") with the designations, rights and preferences set
         forth in the form of Certificate of Amendment to the Company's
         Certificate of Incorporation attached hereto as Exhibit B.

         2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. The
Company hereby represents, warrants and covenants to the Investor that:

                  2.1      CORPORATE EXISTENCE; COMPLIANCE WITH LAW. The Company
         (i) is a corporation duly organized, validly existing and in good
         standing under the laws of the State of Delaware, (ii) is duly
         qualified as a foreign corporation and in good standing under the laws
         of each jurisdiction where its ownership or lease of property or the
         conduct of its business requires such qualification, except for those
         failures to be so qualified or in good standing which would not
         reasonably be expected to have a Material Adverse Effect (as
         hereinafter defined), (iii) has the requisite corporate power and


                                       1
<PAGE>

         authority and the legal right to own and operate its properties, to
         lease the property it operates under lease, and to conduct its business
         as now, heretofore and proposed to be conducted, (iv) has all material
         licenses, permits, consents or approvals from or by, and has or will
         have made all material filings with, and has or will have given all
         material notices to, all governmental authorities having jurisdiction,
         to the extent required for such ownership, operation and conduct, (v)
         is in compliance with its certificate of incorporation and by-laws, and
         (vi) is in material compliance with all applicable provisions of law.
         "Material Adverse Effect" as used herein means any event that would
         cause a material adverse change or development involving a prospective
         material adverse change in the business, prospects, properties,
         operations, condition (financial or other) or results of operations of
         the Company and its subsidiaries taken as a whole, whether or not
         arising from transactions in the ordinary course of business.

                  2.2      CORPORATE POWER; AUTHORIZATION; ENFORCEABLE
         OBLIGATIONS. The execution, delivery and performance by the Company of
         this Agreement and the Convertible Note (i) are within the Company's
         corporate power, (ii) have been duly authorized by all necessary or
         proper corporate action, (iii) are not in contravention of any
         provision of the Company's certificate of incorporation or by-laws,
         (iv) will not violate any law or regulation, or any order or decree of
         any court or governmental instrumentality, (v) will not conflict with
         or result in the breach or termination of, constitute a default under,
         or accelerate any performance required by, any indenture, mortgage,
         deed of trust, lease, agreement or other instrument to which the
         Company is a party or by which the Company or any of its property is
         bound (except such conflict, breach, termination, default or
         acceleration as would not reasonably be expected to have a material
         adverse effect on the business of the Company), and (vi) do not require
         the consent or approval of any governmental body, agency, authority or
         any other person. At or prior to the Closing, each of the documents to
         be delivered at such time shall have been duly executed and delivered
         for the benefit of or on behalf of the Company, and each shall then
         constitute a legal, valid and binding obligation of the Company to the
         extent it is a party thereto, enforceable against it in accordance with
         its terms, except to the extent that enforceability may be limited by
         applicable bankruptcy, insolvency or similar laws affecting the
         enforcement of creditors' rights generally and subject to general
         principles of equity (regardless of whether enforcement is sought in a
         proceeding at law or in equity).

                  2.3      AUTHORIZATION AND VALID ISSUANCE OF CONVERTIBLE NOTE
         AND SHARES OF COMMON STOCK. All corporate action on the part of the
         Company and its officers, directors and stockholders necessary for the
         authorization, issuance and delivery of the Convertible Note being
         issued hereunder and the reservation for issuance of shares of Common
         Stock issuable upon conversion of the Convertible Class A Preferred
         Stock issuable upon conversion of the Convertible Note has been taken
         or will be taken prior to the Closing, and this Agreement and the
         Convertible Note, when issued and paid for, shall then constitute valid
         and legally binding obligations of the Company, each enforceable in
         accordance with its terms. The Convertible Note which is being acquired
         by the Investor, when issued and delivered in accordance with the terms
         hereof for the consideration expressed herein, will be duly and validly
         issued. The Convertible Class A Preferred Stock issuable upon
         conversion of the Convertible Note purchased under this


                                       2
<PAGE>

         Agreement, upon amendment of the Certificate of Incorporation of the
         Company to provide for such Convertible Class A Preferred Stock, will
         be duly and validly reserved for issuance and, upon issuance in
         accordance with the terms of the Company's Certificate of
         Incorporation, as so amended, will be duly and validly issued, fully
         paid and nonassessable, and issued in compliance with all applicable
         federal and state securities laws, as currently in effect. The Common
         Stock issuable upon conversion of the Convertible Class A Preferred
         Stock issuable upon conversion of the Convertible Note purchased under
         this Agreement has been duly and validly reserved for issuance and,
         upon issuance in accordance with the terms of the Company's Certificate
         of Incorporation, shall be duly and validly issued, fully paid and
         nonassessable, and issued in compliance with all applicable federal and
         state securities laws, as currently in effect.

                  2.4      CAPITALIZATION. The authorized capital stock of the
         Company consists of 15,000,000 shares of common stock, par value $.01
         per share. As of the date of this Agreement, there are 3,350,183 shares
         of Common Stock, issued and outstanding. All of such outstanding shares
         of the Company's Common Stock are duly authorized, validly issued,
         fully paid and nonassessable, with no personal liability attaching to
         the ownership thereof, and have not been issued in violation of any
         preemptive rights. Except for the Convertible Note being issued on the
         date of this Agreement and except as otherwise set forth on Schedule
         2.4 hereto, there are not outstanding securities of the Company
         convertible into or evidencing the right to purchase or subscribe for
         any shares of stock of the Company. Except for this Agreement and the
         Stock Option Agreement between the Company and the Investor dated as of
         the date hereof, there are not outstanding or authorized options,
         warrants, calls, subscriptions, rights, commitments or any other
         agreements of any character obligating the Company to issue any shares
         of its stock or any securities convertible into or evidencing the right
         to purchase or subscribe for any shares of such stock, and there are
         not agreements or understandings with respect to the voting, sale or
         transfer of any shares of stock of the Company to which the Company is
         a party.

                  2.5      FULL DISCLOSURE. No information contained in this
         Agreement or any written statement furnished by or on behalf of the
         Company, which has previously been delivered to the Investor, contains
         any untrue statement of a material fact or omits to state a material
         fact necessary to make the statements contained herein or therein not
         misleading at the time and in light of the circumstances under which
         made.

                  2.6      INTELLECTUAL PROPERTY. The Company owns all material
         licenses, patents, patent applications, copyrights, service marks,
         trademarks, trademark applications, trade names and internet domain
         names and registrations necessary to continue to conduct its business
         as heretofore conducted by it and now conducted by it. The Company
         conducts its businesses without infringement or, to the Company's
         knowledge, claim of infringement of any license, patent, copyright,
         service mark, trademark, trade name, trade secret, internet domain name
         or other intellectual property right of others. To the Company's
         knowledge, there is no infringement or claim of infringement by others
         of any material license, patent, copyright, service mark, trademark,
         trade name, trade secret, domain name or other intellectual property
         right of the Company.


                                       3
<PAGE>

                  2.7      NO MATERIAL ADVERSE EFFECT. Except as disclosed on
         Schedule 2.7 hereto, no event has occurred since December 31, 2000, and
         is continuing which has had or would reasonably be expected to have a
         material adverse effect on the business, assets, properties,
         operations, prospects or financial or other condition of the Company.

                  2.8      USE OF PROCEEDS.The proceeds of the issuance of the
         Convertible Note at the Closing shall be used by the Company to pay the
         cash portion ($2,825,942) of the purchase price in connection with the
         Investment Management Acquisition and to pay the Company's costs and
         expenses in connection with such acquisition and for working capital
         purposes.

                  2.9      SECURITIES LAWS. In reliance on the investment
         representation contained in Section 3.1, and subject to Section 3.3,
         the offer, issuance, sale and delivery of the Convertible Note and the
         Convertible Class A Preferred Stock issuable upon conversion thereof,
         and the Common Stock issuable upon conversion of the Convertible Class
         A Preferred Stock, as provided in this Agreement, are exempt from the
         registration requirements of the Securities Act of 1933, as amended
         (the "Act"), and all applicable state securities laws.

         3. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.

                  3.1      INVESTMENT INTENTION. Investor represents and
         warrants that it is purchasing the Convertible Note and the Convertible
         Class A Preferred Stock issuable upon conversion thereof and the Common
         Stock issuable upon conversion of the Convertible Class A Preferred
         Stock (collectively, the "Securities") for its own account, for
         investment purposes and not with a view to the distribution thereof.
         Investor agrees that it will not, directly or indirectly, offer,
         transfer, sell, assign, pledge, hypothecate or otherwise dispose of any
         of the Securities (or solicit any offers to buy, purchase, or otherwise
         acquire or take a pledge of any of the Securities), except in
         compliance with the Act and the rules and regulations thereunder.

                  3.2      RESTRICTED SECURITIES. Investor understands that the
         Convertible Note and the shares of Convertible Class A Preferred Stock
         issuable upon conversion of the Convertible Note and the Common Stock
         issuable upon conversion of the Convertible Class A Preferred Stock it
         is acquiring pursuant hereto are characterized as "restricted
         securities" under the federal securities laws inasmuch as each is being
         acquired from the Company in a transaction not involving a public
         offering and that under such laws and applicable regulations such
         securities may be resold without registration under the Act only in
         certain limited circumstances. In this connection, Investor represents
         that it is familiar with Rule 144 under the Act, as presently in
         effect, and understands the resale limitations imposed thereby and by
         the Act.

                  3.3      LEGENDS. It is understood that the Convertible Note
         being issued hereunder (and the Preferred Stock issuable upon
         conversion thereof and the Common Stock issuable upon conversion of the
         Convertible Class A Preferred Stock) will bear a legend substantially
         similar to the following:


                                       4
<PAGE>

                  "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR
                  OTHERWISE QUALIFIED FOR SALE UNDER ANY APPLICABLE STATE
                  SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR SOLD OR OFFERED
                  FOR SALE OR OTHERWISE TRANSFERRED, PLEDGED, HYPOTHECATED OR
                  DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE ACT AND
                  REGISTERED OR OTHERWISE QUALIFIED FOR SALE UNDER SUCH STATE
                  SECURITIES LAWS OR AN EXCEPTION FROM REGISTRATION THEREUNDER
                  IS AVAILABLE."

                  3.4      ACCREDITED INVESTOR. Investor is an Accredited
         Investor within the definition set forth in Rule 501(a) under the Act.

         4. CONDITIONS PRECEDENT. This Agreement shall become effective upon the
satisfaction of the following conditions precedent:

                  4.1      EXECUTION AND DELIVERY OF AGREEMENT. This Agreement
         or counterparts thereof shall have been duly executed by, and delivered
         to, the Company and the Investor.

                  4.2      INVESTMENT MANAGEMENT ACQUISITION. The Investment
         Management Acquisition shall have closed, and the Investor shall have
         received confirmation thereof in form and substance satisfactory to the
         Investor.

                  4.3      DOCUMENTS AND OTHER AGREEMENTS. The Investor shall
         have received all of the following, each in form and substance
         satisfactory to the Investor:

                           (a)      A Certificate of the Secretary of the
                  Company, together with true and correct copies of the
                  Certificate of Incorporation and By-Laws of the Company, and
                  all amendments thereto, true and correct copies of the
                  resolutions of the Board of Directors of the Company
                  authorizing or ratifying the execution, delivery and
                  performance of this Agreement and the Convertible Note and the
                  names of the officer or officers of the Company authorized to
                  sign this Agreement and the Convertible Note, together with a
                  sample of the true signature of each such officer;

                           (b)      Certified copies of all documents evidencing
                  any other necessary corporate action, consents and
                  governmental approvals (if any) with respect to this Agreement
                  and the Convertible Note;

                           (c)      The favorable opinion of Rogers & Hardin
                  LLP, counsel for the Company, addressed to the Investor with
                  respect to such matters as may be reasonably requested by the
                  Investor;

                           (d)      The Certificate of Incorporation of the
                  Company certified by the Secretary of State of Delaware; and


                                       5
<PAGE>

                           (e)      Good Standing Certificates for the Company
                  from the Secretaries of State of Delaware and Florida.

                  4.4      ABSENCE OF MATERIAL ADVERSE CHANGE. No material
         adverse change in the business, operations or condition, financial or
         otherwise, of the Company shall have occurred or be continuing.

                  4.5      CONDITIONS TO THE CLOSING. It shall be a condition to
         the Closing that the conditions contained in Sections 4.1, 4.2, 4.3 and
         4.4 shall have been fulfilled.

         5. MISCELLANEOUS.

                  5.1      SURVIVAL OF WARRANTIES. The warranties,
         representations and covenants of the Company and the Investor contained
         in or made pursuant to this Agreement shall survive the execution and
         delivery of this Agreement and the Closing and shall in no way be
         affected by any investigation of the subject matter thereof made by or
         on behalf of the Investor or the Company.

                  5.2      SUCCESSORS AND ASSIGNS. Except as otherwise provided
         herein, the terms and conditions of this Agreement shall inure to the
         benefit of and be binding upon the respective successors and assigns of
         the parties (including transferees of the Convertible Note issued
         hereunder or any Convertible Class A Preferred Stock issued upon
         conversion thereof and the Common Stock issuable upon conversion of the
         Convertible Class A Preferred Stock).

                  5.3      GOVERNING LAW. This Agreement shall be governed by
         and construed under the laws of the State of Delaware without regard to
         choice of law principles.

                  5.4      COUNTERPARTS. This Agreement may be executed in
         counterparts and each shall be effective as an original, and a
         photocopy, facsimile, or telecopy of this executed Agreement shall be
         effective as an original. In making proof of this Agreement, it shall
         not be necessary to produce more than one counterpart, photocopy,
         facsimile, or telecopy of this executed Agreement.

                  5.5      TITLES AND SUBTITLES. The titles and subtitles used
         in this Agreement are used for convenience only and are not to be
         considered in construing or interpreting this Agreement.

                  5.6      NOTICES. Any notice, demand, or instruction (each
         referred to herein as "notice") given in connection with this Agreement
         shall be in writing and shall be made by facsimile, or by hand
         delivery, or by electronic transmission (that is, "e-mail"), or by
         overnight delivery service, or by certified mail, return receipt
         requested, postage prepaid, addressed to the recipient at the
         appropriate address set forth below or to such other address as may be
         hereafter specified by written notice given by a party to the other
         party. Notice shall be considered given as of the earlier of the date
         of actual receipt, or the date of the facsimile transmission without
         error, or the date of hand delivery, or the date of delivery to the
         recipient's computer, or one (1) business day after delivery to a
         nationally recognized overnight delivery service, or three (3) business
         days after the date


                                       6
<PAGE>

         of mailing, independent of the date of actual delivery or whether
         delivery is ever in fact made, as the case may be, provided the giver
         of notice can establish that notice was given as provided herein.
         Failure or delay in delivering a copy of any notice to any person
         designated to receive a copy shall in no way adversely affect the
         effectiveness of such notice.

<TABLE>
<S>                                        <C>
              If to the Company:           Intrepid Capital Corporation
                                           3652 South Third Street, Suite 200
                                           Jacksonville Beach, Florida  32250
                                           Attn:  President and Chief Executive Officer
                                           Facsimile No.: (904) 246-3533
                                           E-mail Address:  lbridges@icapcorp.com

                 With a copy to:           Rogers & Hardin LLP
                                           2700 International Tower
                                           Peachtree Center
                                           229 Peachtree Street, N.E.
                                           Atlanta, Georgia  30303-1601
                                           Attn:  Steven E. Fox, Esq.
                                           Facsimile No.:  404-525-2224
                                           E-mail Address:  sef@rh-law.com

             If to the Investor:           AJG Financial Services, Inc.
                                           The Gallagher Center
                                           Two Pierce Place
                                           Itasca, Illinois  60143-3141
                                           Attn:  Kerry S. Abbott
                                           Facsimile No.: (630) 285-4311
                                           E-mail Address:  kerry_abbott@ajg.com

                 With a copy to:           Piper Marbury Rudnick & Wolfe
                                           203 North LaSalle Street
                                           Suite 1800
                                           Chicago, Illinois  60601
                                           Attn:  Stephen A. Landsman, Esq.
                                           Facsimile No.:  312-630-6330
                                           E-mail Address:  stephen.landsman@piperrudnick.com
</TABLE>

                  5.7      EXPENSES. Each party shall bear its own expenses in
         connection with the transactions contemplated by this Agreement.

                  5.8      AMENDMENTS AND WAIVERS. Any term of this Agreement
         may be amended and the observance of any term of this Agreement may be
         waived only with the written consent of the Company and the Investor.
         Any amendment or waiver effected in accordance with this Section shall
         be binding upon each holder of any Securities purchased under this
         Agreement at the time outstanding (including securities into which


                                       7
<PAGE>

         such Securities are convertible), each future holder of all such
         securities, and the Company.

                  5.9      SEVERABILITY. If one or more provisions of this
         Agreement are held to be unenforceable under applicable law, such
         provision shall be excluded from this Agreement and the balance of the
         Agreement shall be interpreted as if such provision were so excluded
         and shall be enforceable in accordance with its terms.

                  5.10     INDEMNITY. The Company hereby indemnifies the
         Investor, and its directors, officers, employees, affiliates and agents
         (collectively, "Indemnified Persons") against, and agrees to hold each
         such Indemnified Person harmless from, any and all losses, claims,
         damages and liabilities, including claims brought by any stockholder or
         former stockholder of the Company, and related expenses, including
         reasonable counsel fees and expenses, incurred by such Indemnified
         Person arising out of any claim, litigation, investigation or
         proceeding (whether or not such Indemnified Person is a party thereto)
         relating to any transactions, services or matters that are the subject
         of this Agreement; provided, however, that such indemnity shall not
         apply to any such losses, claims, damages, or liabilities or related
         expenses determined by a court of competent jurisdiction to have arisen
         from the gross negligence or willful misconduct of such Indemnified
         Person. In no event shall the Company be liable to an Indemnified
         Person for (a) consequential damages, such as lost profits or lost
         business opportunities, or (b) punitive damages.

                  5.11     WAIVER OF TRIAL BY JURY. THE COMPANY AND THE INVESTOR
         HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR
         COUNTERCLAIM OF ANY KIND DIRECTLY OR INDIRECTLY ARISING OUT OF OR
         RELATED TO THIS AGREEMENT OR THE CONVERTIBLE NOTE OR ANY ACT OR
         OMISSION WHICH EITHER PARTY ASSERTS RESULTED IN ANY LIABILITY TO THE
         COMPANY, THE INVESTOR OR THEIR RESPECTIVE OFFICERS, DIRECTORS,
         STOCKHOLDERS, PARTNERS, EMPLOYEES OR AGENTS, TO THE FULL EXTENT
         PERMITTED BY LAW.

                  5.12     ENTIRE AGREEMENT. This Agreement and the Convertible
         Note and the other documents delivered pursuant hereto, together with
         the Investment Agreement (the "Investment Agreement") dated as of the
         date hereof between the parties hereto which has been executed and
         delivered concurrently herewith and the documents referenced therein,
         constitute the full and entire understanding and agreement between the
         parties with regard to the subjects hereof and thereof.

         THE CONVERTIBLE NOTE (AND THE CONVERTIBLE CLASS A PREFERRED STOCK
         ISSUABLE UPON CONVERSION OF THE CONVERTIBLE NOTE AND THE COMMON STOCK
         ISSUABLE UPON CONVERSION OF THE CONVERTIBLE CLASS A PREFERRED STOCK) IS
         SUITABLE ONLY FOR SOPHISTICATED INVESTORS FOR WHOM AN INVESTMENT IN THE
         CONVERTIBLE NOTE DOES NOT CONSTITUTE A COMPLETE INVESTMENT PROGRAM AND
         WHO FULLY UNDERSTAND AND ARE WILLING TO ASSUME THE RISK INVOLVED IN
         PURCHASE OF


                                       8
<PAGE>

         THE CONVERTIBLE NOTE. NO OFFER TO SELL (OR SOLICITATION OF AN OFFER TO
         BUY) IS BEING MADE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
         SOLICITATION WOULD BE UNLAWFUL. THERE WILL BE NO PUBLIC OFFERING OF THE
         CONVERTIBLE NOTE.

         IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
         EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE
         MERITS AND RISKS INVOLVED. THE CONVERTIBLE NOTE (AND THE CONVERTIBLE
         CLASS A PREFERRED STOCK ISSUABLE UPON CONVERSION THEREOF AND THE COMMON
         STOCK ISSUABLE UPON CONVERSION OF THE CONVERTIBLE CLASS A PREFERRED
         STOCK) HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY FEDERAL OR STATE
         SECURITIES COMMISSION OR REGULATORY AUTHORITY NOR HAS ANY SUCH FEDERAL
         OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY PASSED UPON THE
         ACCURACY OR ADEQUACY OF ANY INFORMATION PROVIDED HEREWITH. ANY
         REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                            [SIGNATURE PAGE FOLLOWS]


                                       9
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                    INTREPID CAPITAL CORPORATION



                                    By:   /s/ Forrest Travis
                                       --------------------------------
                                          Name: Forrest Travis
                                          Title: President


                                    AJG FINANCIAL SERVICES, INC.



                                    By:   /s/ David R. Long
                                       --------------------------------
                                          Name: David R. Long
                                          Title: President

                                       10