**Exhibit 4.4**

 

**No. A            **

 

**THIS CONVERTIBLE PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BETRANSFERRED 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 payto 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, orat 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 thepayment 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 onJune 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, whetherat maturity or by acceleration or otherwise. 

 

AfterJune 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 forall 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 byassignment 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 atits offices together 

with the Note Assignment Form attached hereto duly executed. In case of transfers by operation of law, the transfereeshall 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 Companyby 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 theassignment 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 previouslyconverted and/or is converted simultaneously therewith. 

 

**2.CONVERSION.**

 

2.1 Optional Conversion. Subject tothe 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 thethen 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 (“ConversionStock”) 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 ofConversion 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 foregoingconversion 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 ConversionForm 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 ConversionStock 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 ofthis 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 Holderto 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 tothe 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 forissuance and delivery upon conversion 

of this Note, free of preemptive or rights of purchase, the number of shares of Conversion Stock issuable upon conversionof 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 issuecertificates 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 allissuances 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.** TheCompany 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. TheCompany 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, theholders 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 theirConvertible 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 noticeof 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 thedate 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 unpaidinterest 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 theCompany, 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 toSection 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 shallbe 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 ofConvertible 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 anyConvertible 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 thisArticle 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 theHolders 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 ofcreditors; (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 readjustmentof 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 asubstantial 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 thisNote 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 andsuch 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 unlesssuch 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 theoption 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 dueand 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 ownaccount, 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 registrationstatement 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 investigationof 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 beingregistered 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 termis 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 acquisitionof 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 indefiniteperiod 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 arenot 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 informationstatements 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 andrisks 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, andmay 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 ofany change in any of the foregoing representation. 

 

5.6 TheHolder 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 respectto, 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 shallfile 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 ortheir 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 shallsend 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 theConversion 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 “RegistrableSecurities”) 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 othersecurities 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 shallbe 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 thisSection 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 termsand 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, orreceived 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 whichcomments upon or requests information relating to the Holder and/or the 

Registrable Securities (including, without limitation, the resale and plan of distribution thereof), ineach 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 orany 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 suchother 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 theRegistration 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 RegistrableSecurities 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 toqualify 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 orbylaws, 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 statementstherein 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 orsupplement 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 relatedthereto 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 shallpermit 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. TheCompany 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 otherrecords, 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, andcause 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 anydisclosure (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 toavoid 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, politicalsubdivision 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 bydisclosure 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 confidentialityagreements 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 competentjurisdiction 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. Nothingherein 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 anydisclosure 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 avoidor 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 informationhas 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, andallow 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 toa 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 regulationspromulgated 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 ofRegistrable 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 effectthe 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 theRegistration 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 andfiling 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 RegistrableSecurities. 

 

6.2.4 No Disposition ofRegistrable 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 Securitiespursuant 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 theCompany, 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 suchnotice. 

6.2.3 Method of Underwritten Distribution. The Holder may not participate in anyunderwritten 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 underwritingarrangements. 

 

6.3 Expenses Of Registration. Allreasonable 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 portionof 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 coverthe 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 5.1through 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 pursuantto 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 thelaws 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 withregard thereto. 

 

**8. NOTICES**. Any notice required orpermitted 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 othergiven 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 Holderof 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 thePrepayment 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 invalidor 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 orunenforceable 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 fullestextent permitted by applicable law. 

 

In no event shall the rateof 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 corporatename, by its duly authorized officer, all as of the day and year first above written. 

 
**PARAGON FINANCIAL CORPORATION**By: 
 
Name: Scott L. ViningTitle: 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 ofHolder:            

**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 ConvertiblePromissory 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 RepresentativeAddress(es) of Holder   Address of Holder
 
   
 

 
   
 

 
   
 
Social Security Number of Holder   Taxpayer Identification Number of Holder
 
   
 
Date   Date