Form of convertible promissory note



 Exhibit 4.4 
  

No. A             
  
 THIS CONVERTIBLE PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BE
TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THIS LEGEND SHALL BE ENDORSED UPON ANY CONVERTIBLE PROMISSORY NOTE ISSUED IN EXCHANGE FOR THIS CONVERTIBLE PROMISSORY NOTE.

  
 PARAGON FINANCIAL CORPORATION 
 12.0% Convertible, Subordinated Note; Due December 31, 2007 
  
 Dated: September 15, 2005 
 Issued: 
  
 IN THE PRINCIPAL AMOUNT SET FORTH ON THE SIGNATURE PAGE HEREOF 
  
 PARAGON FINANCIAL CORPORATION, a Delaware corporation (the “Company”), for value received, hereby promises to pay
to the individual or entity set forth on the signature page hereof (the “Holder”) on December 31, 2007 (the “Maturity Date”) at the offices of the Company, 2207 Sawgrass Village Circle, Ponte Vedra Beach, Florida 32082, or
at such other address as the Company shall advise the Holder in writing, the principal sum as stated on the signature page hereof in such coin or currency of the United States of America as at the time of payment shall be legal tender for the
payment of public and private debts and to pay interest on said principal sum at the rate of ten percent (12%) per annum. Interest on the principal balance of this Convertible Promissory Note (“Note”) shall be payable semi-annually on
June 30 and December 31 commencing on December 31, 2005 (which first interest payment shall be for the period from the date hereof through December 31, 2005), until the principal hereof shall have become due and payable, whether
at maturity or by acceleration or otherwise. 
  
 After
June 30, 2006, the Company may prepay this Note in whole or in part at any time without premium or penalty upon ten (10) days written notice to the Holder (“Notice of Prepayment”) by the Company of the date of prepayment (the
“Prepayment Date”). Each prepayment shall be made together with interest accrued thereon to and including the date of the prepayment. 
  
 1. REGISTERED OWNER. The Company may consider and treat the person in whose name this Note shall be registered as the absolute owner thereof for
all purposes whatsoever (whether or not this Note shall be overdue) and the Company shall not be affected by any notice to the contrary. Subject to the provisions hereof, the registered owner of this Note shall have the right to transfer it by
assignment and the transferee thereof, upon his registration as owner of this Note, shall become vested with all the powers and rights of the transferor. Registration of any new owner shall take place upon presentation of this Note to the Company at
its offices together 







 with the Note Assignment Form attached hereto duly executed. In case of transfers by operation of law, the transferee
shall notify the Company of such transfer and of his address, and shall submit appropriate evidence regarding the transfer so that this Note may be registered in the name of the transferee. This Note is transferable only on the books of the Company
by the Holder on the surrender hereof, duly endorsed. Communications sent to any registered owner shall be effective as against all holders or transferees of this Note not registered at the time of sending the communication. In the event of the
assignment of a portion of the principal amount of this Note, the transferee thereof shall not have the right to elect an Optional Conversion (as hereinafter defined) unless the entire remaining principal portion of this Note has been previously
converted and/or is converted simultaneously therewith. 
  
 2.
CONVERSION. 
  
 2.1 Optional Conversion. Subject to
the terms of this Note, during the period commencing on the date hereof and expiring at 5:00 P.M., Eastern Time, on the day immediately preceding the Maturity Date (the “Conversion Period”), the Holder shall have the right to convert the
then outstanding principal amount of this Note (or any portion thereof), together with accrued interest thereon (an “Optional Conversion”), into shares of Common Stock, par value $.0001 per share, of the Company (“Conversion
Stock”) at a conversion price of $0.05 per share. In the event the Company provides a Notice of Prepayment to the Holder, the Holder shall have the right to convert the then outstanding principal amount of this Note (or any portion thereof),
together with accrued interest thereon, into Conversion Stock until 5:00 P.M., Eastern Time, on the day immediately preceding the Prepayment Date (the “Accelerated Conversion Period”) at the Conversion Price. The number of shares of
Conversion Stock issuable upon conversion of this Note shall equal (i) the sum of (A) the principal amount of this Note that is converted and (B) accrued interest thereon, divided by (ii) the Conversion Price. The foregoing
conversion privilege may be exercised during the Conversion Period or the Accelerated Conversion Period, as the case may be, by presentation and surrender to the Company, at its then principal office, of this Note together with the Note Conversion
Form attached hereto duly executed. Subject to the terms hereof, upon receipt by the Company of this Note and the Note Conversion Form, duly executed, at its office, the Holder shall be deemed to be the holder of record of the shares of Conversion
Stock issuable upon such conversion, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares shall not then be actually delivered to the Holder. 
  
 2.2. Restrictions On Conversion. Unless, prior to the conversion of
this Note, the issuance of the Conversion Stock has been registered with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Act, the Note Conversion Form shall be accompanied by a representation of the Holder
to the Company to the effect that such shares are being acquired for investment and not with a view to the distribution thereof, and such other representations and documentation as may be required by the Company, unless in the opinion of counsel to
the Company such representations or other documentation are not necessary to comply with the Act. 
  
 2.3 Reservation Of Shares. The Company will at all times reserve and keep available out of its authorized and unissued Common Stock, solely for
issuance and delivery upon conversion 







 of this Note, free of preemptive or rights of purchase, the number of shares of Conversion Stock issuable upon conversion
of this Note at the Conversion Price. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable. 
  
 2.4 Fractional Shares. The Company shall not be required to issue
certificates representing fractions of shares, nor shall it be required to issue scrip or pay cash in lieu of fractional interests, it being the intent of the Company and the Holder that all fractional interests shall be eliminated and that all
issuances of Common Stock be rounded up to the nearest whole share. 
  
 2.5 Rights Of The Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder of the Company, either at law or in equity, and the rights of the Holder is limited to those expressed in this Note.

  
 3. CALL OF CONVERTIBLE NOTES BY THE COMPANY. The
Company shall not directly or indirectly, call, prepay, redeem, repurchase, convert or otherwise acquire any Convertible Notes or any portion thereof except as set forth in this Article 3. 
  
 3.1 Optional Conversion or Redemption Upon Call by the Company. The
Company may, at its option, call the Convertible Notes, either in whole or in part on a pro-rata basis: 
  
 (i) at any time prior to the maturity of the Convertible Notes and after June 30, 2006; or 
  
 (ii) at any time, whether prior to or after June 30,
2006 (providing, however, with respect to this clause (ii) only, the Company may call the Convertible Notes only if: 
  
 (A) the Closing Price of the Company’s Common Stock shall be equal to or in excess of $0.20 per share for at least 10 consecutive trading days; and

  
 (B) in the event of a conversion pursuant to such call, the
holders of the Convertible Notes shall be entitled to receive registered shares of the Company’s Common Stock). 
  
 In the event of a call by the Company pursuant to this Section 3.1, the holders, at their option, may require the Company to convert their
Convertible Notes (into fully paid and nonassessable shares of the Company’s Common Stock) at the Conversion Price (the “Holders Option”). 
  
 3.2 Notice of Call. The right of the Company to call any Convertible Notes pursuant to Section 3.1 shall be conditioned upon its giving notice
of such call (the “Call Notice”), by personal delivery, overnight courier, certified mail or by facsimile, signed by an authorized officer, to the holders of Convertible Notes, not less than fifteen (15) Business Days prior to the
date upon which the call is to be made (the “Call Date”). The Call Notice shall specify (i) the aggregate principal amount of the Convertible Notes to be called, (ii) the date of such call, and (iii) the accrued and unpaid
interest thereon (to, but not including, the Call Date). Within ten 







 (10) Business Days after receipt of the Call Notice by the holder of a Convertible Note, such holder shall notify the
Company, by personal delivery, overnight courier, certified mail or by facsimile, signed by the holder, of the Holders Option, pursuant to which the holder shall direct whether he wishes the Convertible Notes to be converted or redeemed, pursuant to
Section 3.1 hereof (in the event that a holder fails to respond to the Call Notice or fails to respond within the time period or via the means set forth herein, the Holders Option shall become void and of no further effect and the Company shall
be entitled to redeem the Convertible Notes as provided in Section 3.1 or 3.2, as the case may be). 
  
 3.3 Partial Call. In the event of a partial call by the Company pursuant to this Article 3, the aggregate principal amount of each call of
Convertible Notes pursuant to Section 3.1 hereof, shall be allocated among the Convertible Notes at the time outstanding, in proportion, as nearly as practicable, to the respective unpaid principal amounts of such Convertible Notes. 

 
 3.4 Surrender of Convertible Notes Upon Call. In the event that any
Convertible Notes shall be surrendered to the Company upon conversion as provided in this Article 3, interest shall cease to accrue upon such Convertible Notes so surrendered. 
  
 3.5 Section 2 Applicable. For purposes of conversion of the Convertible Notes by the Company pursuant to this
Article 3, the provisions of Sections 2.1 through 2.4 herein, shall be controlling, as if the same shall have been contained in this Article 3 (except that with respect to Section 2.2, in the event that a holder shall choose redemption as the
Holders Option (pursuant to Section 3.2 herein), the Company shall make payment to the holder as soon as practicable after the Conversion Date, by check or by wire transfer). 
  
 4. DEFAULTS. If any one or more of the following (“Events of Default”) shall occur: 
  
 (a) the Company shall (i) make a general assignment for the benefit of
creditors; (ii) be adjudicated as bankrupt or insolvent; (iii) file a voluntary petition in bankruptcy or a petition or an answer seeking an arrangement with creditors; (iv) take advantage of any bankruptcy, insolvency or readjustment
of debt law or statute or file an answer admitting the material allegations of a petition filed against it in any proceeding under any such law; (v) apply for or consent to the appointment of a receiver, trustee or liquidator for all or a
substantial portion of its assets; (vi) have an involuntary case commenced against it under the Federal bankruptcy laws, which case is not dismissed or stayed within sixty (60) days; (vii) violate any covenant provided for in this
Note and such violation shall continue unremedied for a period of thirty (30) days following receipt of written notice thereof from the Holder; or (viii) fail to pay any principal or interest amount due hereunder when due and payable and
such failure shall continue unremedied for a period of ten (10) days following receipt of written notice thereof from the Holder; or 
  
 (b) any of the representations of the Company contained herein are false and misleading in any material respect; then, at any time thereafter and unless
such Event of Default with respect to clause (a) or (b) hereof, as the case may be, shall have been cured or shall have been waived in writing by the Holder (which waiver shall not be deemed a waiver of any subsequent default), at the
option of the Holder and in the Holder’s sole discretion, the Holder may, by written notice to the Company, declare the entire unpaid principal amount of this Note then outstanding, together with accrued interest thereon, to be forthwith due
and payable, whereupon the same shall become forthwith due and payable. 







 5. INVESTMENT INTENT. 
  
 5.1 The Holder by his acceptance hereof, hereby represents and warrants that this Note is being acquired for his own
account, for investment purposes and not with a view to any distribution within the meaning of the Act. The Holder will not sell, assign, mortgage, pledge, hypothecate, transfer or otherwise dispose of this Note unless (i) a registration
statement under the Act with respect thereto is in effect and the prospectus included therein meets the requirements of Section 10 of the Act, or (ii) the Company has received a written opinion of its counsel that, after an investigation
of the relevant facts, such counsel is of the opinion that such proposed sale, assignment, mortgage, pledge, hypothecation, transfer or disposition does not require registration under the Act or any state securities law. 
  
 5.2 The Holder understands that the resale of this Note is not being
registered under the Act and this Note must be held indefinitely unless it is subsequently registered thereunder or an exemption from such registration is available. 
  
 5.3 The Holder represents and warrants further that (i) he is either an “accredited investor,” as such term
is defined in Rule 501(a) promulgated under the Act, or, either alone or with his purchaser representative, has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the acquisition
of this Note; (ii) he is able to bear the economic risks of an investment in this Note, including, without limitation, the risk of the loss of part or all of his investment and the inability to sell or transfer this Note for an indefinite
period of time; (iii) he has adequate financial means of providing for current needs and contingencies and has no need for liquidity in his investment in this Note; and (iv) he does not have an overall commitment to investments which are
not readily marketable that is excessive in proportion to net worth and an investment in this Note will not cause such overall commitment to become excessive. 
  

5.4 The Holder represents and warrants that he has reviewed the Company’s reports, registration statements, proxy statements and information
statements which the Company has filed with the SEC via the Edgar system since January 1, 2002 and has been afforded the opportunity to obtain such information regarding the Company as he has reasonably requested to evaluate the merits and
risks of the Holder’s investment in this Note. No oral or written representations have been made or oral information furnished to the Holder or his advisers in connection with his investment in this Note. 
  
 5.5 The Holder acknowledges that counsel to the Company will be relying, and
may rely, upon the representations made in this Section 4 in connection with any opinion of counsel it may give with regard to any transfer of this Note by the Holder, and agrees to advise the Company and its counsel in writing in the event of
any change in any of the foregoing representation. 
  
 5.6 The
Holder agrees to provide such other documentation as the Company or its counsel may request or require from time to time. 







 5.7 At any time that the Holder converts this Note into Conversion Stock, the Holder shall, with respect
to, and as a condition to, such conversion, represent and warrant to the Company the representations and warranties set forth in Sections 4.1 through 4.6 above as more particularly set forth in the Note Conversion Form. 
  
 6. REGISTRATION RIGHTS. 
  
 6.1 Company’s Obligations. 
  
 6.1.1 Registration 
  
 (a) If at any time after the date hereof the Company shall
file with the SEC a registration statement (a “Registration Statement”) under the Act relating to an offering for its own account or the account of others under the Act of any of its equity securities (other than on Form S-4 or Form S-8 or
their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall
send to the Holder written notice of such determination and, if within fifteen (15) days after the date of such notice, the Holder shall so request in writing, that the Company shall include in such Registration Statement all or any part of the
Conversion Stock, to the extent of that number of shares of Common Stock issues by the Company pursuant tot he terms of this Note, and prior to the filing of a Registration Statement (for the purpose of this Section 5, the “Registrable
Securities”) that the Holder requests to be registered, except that if, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities or other
securities of the Company which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall
be obligated to include in such Registration Statement only such limited portion of the Registrable Securities as the underwriter shall permit (limited to zero if necessary). 
  
 (b) If an offering in connection with which the Holder is entitled to registration under this
Section 6.1.1(a) is an underwritten offering, then the Holder shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and on the same terms
and conditions as other like securities included in such underwritten offering. 
  
 (c) The Company shall furnish to the Holder (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or
received by the Company one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, and each item of correspondence from the SEC or the staff of the SEC which
comments upon or requests information relating to the Holder and/or the 







 Registrable Securities (including, without limitation, the resale and plan of distribution thereof), in
each case relating to such Registration Statement (other than any portion, if any, thereof which contains information for which the Company has sought confidential treatment), (ii) on the date of effectiveness of the Registration Statement or
any amendment thereto, a notice stating that the Registration Statement or amendment has become effective, and (iii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such
other documents as the Company may reasonably request in order to facilitate the disposition of the Registrable Securities by the Holder. 
  
 6.1.2 Blue Sky. The Company shall use its best efforts to (i) register and qualify the Registrable Securities covered by the
Registration Statement under such other securities or “Blue Sky” laws of such jurisdictions in the United States as the Holder may request, and (ii) take all other actions reasonably necessary or advisable to qualify the Registrable
Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to
qualify but for this Section 6.1.2, (ii) subject itself to general taxation in any such jurisdiction, (iii) provide any undertakings that cause the Company undue expense or burden, or (iv) make any change in its charter or
bylaws, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders. 
  
 6.1.3 Events Affecting Prospectus. The Company shall notify the Holder of the happening of any event, of which the Company has knowledge,
as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements
therein not misleading, as promptly as practicable after becoming aware of such event, and if such Registration Statement is supplemented or amended to correct such untrue statement or omission, the Company shall deliver such number of amended or
supplement prospectuses as the Holder may reasonably request. 
  
 6.1.4 Notification of Amendment or Supplement. The Company shall, as promptly as practicable after becoming aware of such event described in Section 5.1.3, notify the Holder of the issuance of any order related
thereto and the resolution thereof (and if such Registration Statement is supplemented or amended, deliver such number of copies of such supplement or amendment to the Holder as he may reasonably request). 
  
 6.1.5 Review by Holder’s Counsel. The Company shall
permit one firm of counsel designated by the Holder to review the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC. 







 6.1.6 Holder’s Due Diligence; Confidentiality of the Company’s Information. The
Company shall make available for inspection by (i) the Holder, and (ii) a firm of attorneys and a firm of accountants or other agents retained by the Holder (collectively, the “Inspectors”) all pertinent financial and other
records, and pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector to enable each Inspector to exercise its due diligence responsibility, and
cause the Company’s officers, directors and employees to supply all information which the Holder may reasonably request for purposes of such due diligence; provided, however, that each Inspector shall hold in confidence and shall not make any
disclosure (except to the Holder) of any record or other information which the Company determines in good faith to be confidential, and of which determination the Inspector so notified, unless (i) the disclosure of such Records is necessary to
avoid or correct a misstatement or omission in any Registration Statement, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court or other federal, state, local and foreign government, political
subdivision of such governmental body, or other regulatory body (“collectively, “Bodies”) of competent jurisdiction, or (iii) the information in such Records has been made generally available to the public other than by
disclosure in violation of this Note or any other agreement. The Company shall not be required to disclose any confidential information in such Records to any Inspector until and unless such Inspector shall have entered into a confidentiality
agreements with the Company with respect thereto, substantially in the form of this Section 6.1.6. The Holder agrees that he shall, upon learning that disclosure of such Records is sought, in or by a court or governmental body of competent
jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the records deemed confidential. Nothing
herein shall be deemed to limit Holder’s ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations. 
  
 6.1.7 Confidentiality of Holder’s Information. The Company shall hold in confidence and not make any
disclosure of information concerning the Holder provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid
or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, (iv) such information
has been made generally available to the public other than by disclosure in violation of this Note or any other agreement, or (v) the Holder consents to the form and content of any such disclosure regarding it. The Company agrees that it shall,
upon learning that disclosure of such information concerning any of the Holder is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Holder prior to making such disclosure, and
allow the Holder, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information. 







 6.1.8 Compliance With Laws. The Company shall comply with all applicable laws related to
a Registration Statement and offering and sale of securities and all applicable rules and regulations of Bodies in connection therewith (including, without limitation, the Act and the Exchange Act of 1934, as amended, and the rules and regulations
promulgated by the SEC). 
  
 6.2 Obligations Of The Holder.
In connection with a registration of the Registrable Securities, the Holder shall have the following obligations: 
  
 6.2.1 The Holder’s Information. It shall be a condition precedent to the obligations of the Company to complete the registration of
Registrable Securities for the Holder pursuant to this Section 5 that the Holder shall furnish to the Company such information regarding himself, the Registrable Securities and the intended method of disposition as shall be required to effect
the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) business days prior to the first anticipated filing date of the
Registration Statement, the Company shall notify the Holder of the information the Company requires from the Holder. 
  
 6.2.2 Cooperation. The Holder shall agree to cooperate with the Company as requested by the Company in connection with the preparation and
filing of the Registration Statement hereunder. 
  
 6.2.3 Underwritten Offering. In the event the Holder determines to engage the services of an underwriter, the Holder agrees to enter into and perform his obligations under an underwriting agreement, in usual and customary form, including,
without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable
Securities. 
  
 6.2.4 No Disposition of
Registrable Securities. The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 6.1.3 or 6.1.4, the Holder will immediately discontinue disposition of Registrable Securities
pursuant to the Registration Statement covering the resale of such Registrable Securities until the Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Sections 6.1.3 or 6.1.4 and, if so directed by the
Company, the Holder shall deliver to the Company or destroy (and deliver to the Company a certificate of destruction) all copies in the Holder’s possession, of the prospectus covering such Conversion Stock current at the time of receipt of such
notice. 







 6.2.3 Method of Underwritten Distribution. The Holder may not participate in any
underwritten distribution of the Registrable Securities unless the Holder (i) agrees to sell the Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, and
(ii) completes, in a manner reasonably acceptable to the Company and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting
arrangements. 
  
 6.3 Expenses Of Registration. All
reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications, relating to one (1) Registration Statement pursuant to this Section 5, except that if a portion
of the Holder’s Registrable Securities are not permitted to be included in one (1) Registration Statement by an underwriter as provided in Section 5.1.1(a), then relating to the least number of Registration Statements which will cover
the resale of all of Registrable Securities, including all registration, listing and qualifications fees, printers and accounting fees, the fees and disbursements of counsel for the Company hereof, shall be borne by the Company. 
  
 6.4 Exemption From Registration. The provisions of Sections 5.1
through 5.3 notwithstanding, the Company shall have no obligation to register the resale of the Registrable Securities to the extent the Registrable Securities may be resold without registration without violating Section 5 of the Act pursuant
to Rule 144 promulgated thereunder or any other exemption or exception from registration under the Act. 
  
 7. APPLICABLE LAW; JURISDICTION. (a) This Note is issued under and shall for all purposes be governed by and construed in accordance with the
laws of the State of Florida, excluding choice of law rules thereof. 
  
 (b) An action to enforce the provisions of this Note may be commenced, at the election of the Holder, in the courts of the State of Florida. The Company and the Holder consents to the jurisdiction of the courts of the State of Florida with
regard thereto. 
  
 8. NOTICES. Any notice required or
permitted to be given pursuant to this Note 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 Holder: 
  
 To the address set forth on the signature page hereof. 
  
 If to the Company: 
  
 2207 Sawgrass Village Circle 
 Ponte Vedra Beach, Florida 32082 
 Attn: Chief Financial Officer 
 Telecopier Number: (904) 285-2575 
  
 or at such other address as the Holder or the Company shall designate by notice to the other
given in accordance with this Section 8. 







 9. MISCELLANEOUS. This Note constitutes the rights and obligations of the Holder and the Company.
No provision of this Note may be modified except by an instrument in writing signed by the party against whom the enforcement of any modification is sought. Payment of principal and interest due upon maturity shall be made to the registered Holder
of this Note on or after the Maturity Date, as the case may be, contemporaneous with and upon presentation of this Note for payment. No interest shall be due on this Note for such period of time that may elapse between the Maturity Date or the
Prepayment Date, as the case may be, and its presentation for payment. 
  
 No recourse shall be had for the payment of the principal of or interest on this Note against any officer, director, agent, subsidiary, parent or affiliate of the Company, past, present or future, all such liability of the officers,
directors and agents being waived, released and surrendered by the Holder hereof by the acceptance of this Note. 
  
 The waiver by the Holder of a breach of any provision of this Note shall not operate or be construed as a waiver of any subsequent breach. 
  
 If any provision, or part thereof, of this Note shall be held to be invalid
or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any way affect or render invalid or unenforceable any other provisions of this Note and this Note shall be carried out as if such invalid or
unenforceable provision, or part thereof, had been reformed, and any court of competent jurisdiction is 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. 
  
 In no event shall the rate
of interest payable hereunder exceed the maximum rate permitted by applicable law. 
  
 REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. 







 IN WITNESS WHEREOF, the Company has caused this Note to be signed on its behalf, in its corporate
name, by its duly authorized officer, all as of the day and year first above written. 
  

			
	PARAGON FINANCIAL CORPORATION
		
	By:	 	  


	Name:	 	Scott L. Vining
	Title:	 	Chief Financial Officer


  

			
	 $
                    

	
	PRINCIPAL AMOUNT OF CONVERTIBLE PROMISSORY NOTES
	
	AGREED TO:
		
	 By:
	 	  


	 	 	 Signature of Holder



  

	
	 Name of Holder:


	 Address of Holder:             


	  


	  


	Social Security Number or Taxpayer Identification Number of Holder:
	  


	 Facsimile Number of
Holder:            











 PARAGON FINANCIAL CORPORATION 
  
 SEPTEMBER 1, 2005 
  
 IN THE PRINCIPAL AMOUNT SET FORTH ON THE SIGNATURE PAGE OF CONVERTIBLE PROMISSORY NOTE 
  
 NO. A              
  
 CONVERTIBLE PROMISSORY NOTE 
  
 NOTE CONVERSION FORM 
  
 1.1.1.A 
  
 The undersigned hereby irrevocably elects to convert the within Convertible
Promissory Note (the “Note”) to the extent of $             in principal amount thereof, together with accrued interest thereon. 
  

					
	If the Holder is an individual:	 	 	 	If the Holder is not an individual:
			
	  

	 	 	 	  


	Name(s) of Holder	 	 	 	Name of Holder
			
	  

	 	 	 	  


	Signature of Holder:	 	 	 	Signature of Authorized Representative
			
	  

	 	 	 	  


	Signature, if jointly held	 	 	 	Name and Title of Authorized Representative
			
	Address(es) of Holder	 	 	 	Address of Holder
	  

	 	 	 	  


	  

	 	 	 	  


	  

	 	 	 	  


	Social Security Number of Holder	 	 	 	Taxpayer Identification Number of Holder
			
	  

	 	 	 	  


	Date	 	 	 	Date