AGREEMENT

Upon the execution and delivery hereof, and solely as an accommodation to PVNC, Paragon shall sell, transfer and assign to Goldsmith warrants (the “Warrants”) with an exercise price of $0.01 per share to purchase ten million (10,000,000) shares of PVNC common stock, par value $.01 per share (“Common Stock”), which Warrants are included in Exhibit I to this Agreement. PVNC agrees to recognize Goldsmith as the record owner of the Warrants upon such transfer.

In consideration of the foregoing, Goldsmith relinquishes in all respects any right he may have had under the Letter Agreement or otherwise to receive four million (4,000,000) warrants to purchase Common Stock.

Goldsmith acknowledges that upon performance of Paragon and PVNC’s obligations hereunder, all obligations of Paragon and PVNC to Goldsmith in the Letter Agreement, the Agreement and Release, and any other agreement between Goldsmith and either or both of PVNC and Paragon have been satisfied in all respects.

Goldsmith’s indemnification obligations contained in Section 7 of the Agreement and Release shall continue in full force and effect and are incorporated by reference herein as if a part hereof.

The parties agree that the Goldsmith Shares are subject to adjustment for stock splits, reverse stock splits, stock dividends, combinations, recapitalizations or otherwise.

All shares of Common Stock owned by Goldsmith and acquired pursuant to this Agreement (including shares of Common Stock issuable upon exercise of the Warrants) shall have piggyback registration rights for six months starting on the date of this Agreement.  PVNC agrees to use its commercially reasonable best efforts to cause the restrictive legend on such shares of Common Stock to be removed at such time as such shares are able to be publicly sold with no restrictions with regard to prospectus delivery, holding period, affiliate status, any requirement for PVNC to remain current in its periodic SEC filings or otherwise.

In consideration of the obligations and duties assumed hereunder by PVNC and Paragon, Goldsmith and any related party hereby release and discharge PVNC and Paragon, and their heirs, executors, administrators, successors, assigns, and each and every one of their present or former subsidiaries, affiliates, directors, shareholders, officers, employees, attorneys, agents, members, managers, general and limited partners and affiliates thereof and representatives (collectively, “Related PVNC/Paragon Persons”) from any and all actions, causes of action, claims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, and demands whatsoever, in law, admiralty or equity which Goldsmith and any related party ever had, now has or hereafter can, shall or may have against PVNC, Paragon and Related PVNC/Paragon Persons, that arose by reason of any matter, cause or event whatsoever from the beginning of the world to the day of the date of this Agreement, other than with respect to the obligations of Paragon and PVNC under this Agreement.

This Agreement  shall be binding upon and inure to the benefit of the parties and their respective executors, administrators, legal representatives, heirs, and permitted successors, transferees, and assigns.

This Agreement shall be governed by the laws of the State of New York, without regard to conflict of law rules thereof.  Any litigation with respect to this Agreement shall be properly venued only in a federal or state court situated in the City of New York.  The losing party in any cause of action shall be responsible for paying the reasonable attorneys fees and expenses of the winning party within one month of a court decision.

This Agreement, the Letter Agreement and the Agreement and Release contain the entire understanding and agreement by and between the parties with respect to the subject matter hereof, and supersede any prior understandings, oral or written, between the parties with respect to the subject matter hereof.  Any inconsistency between the terms of this Agreement and the terms of the Letter Agreement or the Agreement and Release shall be resolved in favor of this Agreement.

This Agreement may not be modified or amended in any way except by written agreement signed by all the parties hereto.

The parties agree that this Agreement has been jointly drafted by them with the assistance of counsel selected by them, and that this Agreement shall not be construed in favor of, or against, any of the parties hereto.

Failure by a party hereto to exercise any of its rights hereunder shall not be construed as a waiver of such right(s), unless such waiver is in a writing signed by the party to be charged.

The provisions of this Agreement shall be deemed severable, so that if any provision shall be determined to be illegal or unenforceable, the remaining provisions hereof shall be enforced in full.