EXHIBIT 10.4 RESCISSION AND SETTLEMENT AGREEMENT

THIS RESCISSION AND SETTLEMENT AGREEMENT (the "Agreement"), dated and effective as of May 5, 2006 (the "Effective Date"), is by and among Paragon Financial Corporation, a Delaware corporation ("PFC"), Shearson Home Loans, Inc. a Nevada corporation (the "Company"), and Consumer Direct of America, a Nevada corporation (the "Shareholder"; and collectively with the Company and PFC, the "Parties")

A.     At the closing of the Exchange Agreement, the Shareholder sold, assigned, and transferred to PFC 1,000 shares of Company's common stock (the shares of Company common stock sold, assigned and transferred to PFC hereunder arc hereinafter referred to as the "Company Shares") to 6330 S. Sandhill Rd., Suite 8, Las Vegas, Nevada 89120; and

B.      At the closing, PFC issued, sold and delivered to the Shareholder 149,558,791 shares of PFC’s common stock (the "PFC Common Stock") and 19 shares of PFC Series F Preferred Stock (referred to as the "PFC Series F Shares" and collectively with me PFC Common Stock referred to as the "PFC Shares").

C.      Certain variances concerning the strategic direction of PFC have arisen between PFC, the Company and Shareholder, and the Parties have reached an agreement that it IS in the Parties respective best interests to rescind the Exchange Agreement and which Exchange Agreement and Exchange Documents shall be deemed void ab initio and execute this Agreement to evidence such agreement.

D.      In connection with such rescission, CDA shall transfer, assign and convey to PFC, free and clear of any and all liens and encumbrances, the PFC Shares.

NOW, THEREFORE, in consideration of the foregoing recitals and the representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.1         Stock Certificates. Shareholder will return to PFC the certificates representing the PFC Common Stock and the PFC Series F Preferred Shares issued in the Exchange Transaction, with duly executed stock powers endorsing the certificates to PFC.

1.2         Certificate . PFC will execute a certificate that represents that it disclaims ownership of the Company Shares received as part of the Exchange Agreement and provide an Affidavit of Lost Certificate in form and substance satisfactory to Shareholder.

1.3         Payment for Certain Items. PFC agrees to reimburse all documented and reasonable out of pocket expenses paid (schedule 1) on behalf of and for the benefit of PFC by the Company.

1.4         Resignation of Directors and Officers. The Shareholder nominees to PFC's Board of Directors shall resign (Schedule 2) their respective positions as directors and officers of PFC effective upon the Effective Date of this Rescission Agreement.

1.5         Non-disparagement. From the date of this Agreement, the Parties shall not make any public disparaging statements concerning either company's officers, directors, employees, Attorneys, agent, or contracting parries, or its business or operations. This non-disparagement agreement shall not in any way prevent the parries from disclosing any information to their attorneys or in response to a lawful subpoena or court order requiring disclosure of information.

1.6         Rescission . Upon the Closing, the Exchange Agreement and the Exchange documents shall be void ab initio , and neither party thereto shall have any right or obligation of whatsoever nature or kind there under or with respect thereto.

1.7         Closing . Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated herein (the '"Closing") shall take place on May 15, 2006 (but in any event upon, delivery and receipt of the deliverables referred to in Section 6) or on such other date as the Shareholders and the Company shall agree in writing (the "Closing Date'1). The Closing shall take place at 10:00 a.m. California time on the Closing Date at 6330 S. Sandhill Rd. Suite # 6 Las Vegas, Nevada 85120, or at such other time or place as the Shareholders and the Company shall agree. At the Closing, the Shareholders, Company and PFC shall deliver to each other the documents, instruments and other items described m Section 6 of this Agreement. At the election of the Shareholders and 1he Company, (the Closing may take place through an exchange of documents using overnight courier service or facsimile. Form 8K shall not be filed by PFC before May 19, 2006.

1.8         Existing Contracts . PFC disclaims any interest whatsoever in two existing agreements i.e. eHome Credit and Real Property Technologies to include any subsidiaries of either entity. Additionally the pending transaction with Barron Partners is for the sole Benefit of the Company and the Shareholder.

2.      Representations and Warranties of the Company and Shareholder. The Company and the Shareholder hereby represent and warrant to PFC as follows:

2.1         Valid Title . Shareholder owns and holds good and valid title to the PFC Shares held by the Shareholder. The Shareholder has not granted any option, wan-ant, or interests any of the PFC Shares of any sort or any right to acquire any of the PFC Shores other than as contemplated hereby.

2.2         Authority . Shareholder has the foil and unrestricted right, power, capacity and authority to enter into, execute and deliver this Agreement; to transfer, assign and convey good and valid title to the PFC Shares free and dear of any mortgages, pledges, liens, security interests, encumbrances, restrictions or charges of any kind, except for restrictions on transfer pursuant to applicable state and federal securities laws.

2.3        Compliance. Shareholder's compliance with the respective obligations hereunder will not violate, conflict with or constitute a breach of any agreement, arrangement, commitment or understanding to which Shareholder is a party,

2.4         No Consent. No consent, approval or authorization of, or designation, declaration or tiling with, any governmental authority or agency is required on the part of Shareholder in connection with the valid execution and delivery of this Agreement, or the transfer, assignment or conveyance of the PFC Shares.

2.5         Disclosure . No representations or warranties by the Shareholder in this Agreement and no statement contained in any document (including, without limitation, financial statements and the Disclosure Schedule), certificate, or oilier writing furnished or to be furnished by the Shareholder to PFC pursuant to the provisions hereof or in connection with the transactions contemplated hereby, contain or will contain any untrue statement of material fact or omit or will omit to state any material fact necessary in order to make the Statements herein or therein, in light of the circumstances under which they were made, not misleading.

2.6         Absence of Agreements . Neither the Company, Shareholder nor Shareholder’s nominees to PFC's Board of Directors have caused, in their capacity as officers or directors of PFC, the execution of any agreements binding PFC or PFC's subsidiary Paragon Homefunding, Inc. to obligations which inure to the detriment of PFC or Paragon Homefunding, prior to or subsequent to the date of this agreement

2.7         No Violation . Neither the execution and delivery of this Agreement nor its performance and the consummation of the transactions contemplated hereby will (a) violate any provision of the Articles of Incorporation or Bylaws of Shareholder or the Company, (b) violate, or be in conflict with, or constitute a default (or an event which, with or without dub notice or lapse of time, or both, would constitute a default) under, or result in the modification or termination of, or cause or permit the acceleration of the maturity of any debt, obligation, contract, commitment or other agreement to which the Company or Shareholder is a party or by which it or its property may be bound, (c) result in the creation or imposition of any mortgage, pledge, Han, security interest, encumbrance, restriction, charge or limitation of any kind, upon any property or assets of the Company or Shareholder, or (d) violate any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority.

2.8        Cease Representation . Subsequent to the date of this agreement, the Company and Shareholder shell not represent or hold themselves out as representing PFC's management, PFC's Board of Directors or are currently connected to PFC in any way or manner that could convey that this rescission has not or might not occur.

3.      Representations and Warranties of PFC . PFC represents and warrants to the Shareholder and to the Company that:

3.1         Valid Title . PFC owns and holds good and valid title to the Company Shares held by the PFC. PFC has not granted any option, warrant, or interest any of the Company Shares of any sort or any right to acquire any of the Company Shares other man as contemplated hereby.

3.2         Authority . PFC has the full and unrestricted right, power, capacity and authority to enter into, execute and deliver this Agreement; to transfer, assign and convoy good and valid title to the Company Shares free and clear of any mortgages, pledges, liens, security interests, encumbrances, restrictions or charges of any kind, except for restrictions on transfer pursuant to applicable state and federal securities laws.

3.3         Compliance . PFC's compliance with the respective obligations hereunder will not violate conflict with or constitute a breach of any agreement, arrangement, commitment or understanding to which PFC is a party.

3.4         No Consent . No consent, approval or authorization of, or designation, declaration or riling with, any governmental authority or agency is required on the part of PFC in connection with the valid execution and delivery of this Agreement, or the transfer, assignment or