================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

          Date of Report (Date of Earliest Event Reported): May 2, 2006

                             PARADIGM HOLDINGS, INC.
               (Exact Name of Registrant as Specified in Charter)


           WYOMING                     09-154              83-0211506
(State or other jurisdiction  (Commission File Number)   (IRS Employer
      of incorporation)                                Identification No.)

           2600 TOWER OAKS BLVD., SUITE 500, ROCKVILLE, MARYLAND 20852
               (Address of principal executive offices) (Zip code)

                                 (301) 468-1200
               Registrant's telephone number, including area code

                                      NONE
          (Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


================================================================================

<PAGE>

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 2, 2006, Paradigm Holdings, Inc. (the "Company"), entered into an
exclusive two-year engagement with Noble International Investments, Inc.
("Noble") for certain financial advisory and investment banking services
including, but not limited to, a possible Transaction, Alternative Transaction
or Financing.

For the context of the agreement with Noble, a "Transaction" means any merger,
consolidation, reorganization, recapitalization, business combination or other
transaction involving the Company and a strategic partner resulting directly
from Noble's services. An "Alternative Transaction" means a transaction other
than a Transaction including any joint venture, marketing agreement, licensing
agreement or similar transaction entered into between the Company and a
strategic partner resulting directly from Noble services. Finally, "Financing"
means a public offering or private placement of debt or equity securities (a
"Securities Financing") of the Company and/or the arrangement of a credit
facility provided by one or more lenders (a "Bank Financing") resulting from
Noble services.

The Company agrees to pay Noble for its services as follows:

      (a)   a financial advisory fee ("Advisory Fee") of $7,500 for each month
            remaining in the term payable following the successful completion by
            Noble of a Financing; plus

      (b)   in addition to the Advisory Fee and upon consummation of a
            Transaction introduced by Noble, a fee ("Transaction Fee") equal to
            (i) 5% of the consideration up to $5,000,000, plus (ii) 3% of the
            consideration from and including $5,000,000 up to $10,000,000, plus
            (iii) 1% of the consideration including and in excess of
            $10,000,000; and

      (c)   in addition to the Advisory Fee and Transaction Fee and upon
            consummation of an Alternative Transaction, an alternative
            transaction fee ("Alternative Transaction Fee") to be agreed upon in
            a good faith negotiation between the Company and Noble subject to a
            minimum of $50,000; and

      (d)   in addition to the Advisory Fee, Transaction Fee and Alternative
            Transaction Fee and upon the closing of any part of a Financing, the
            Company shall pay Noble

            (i)   in connection with any equity Securities Financing in a public
                  offering, a fee to be agreed upon by the Company and Noble;

            (ii)  in connection with any equity Securities Financing in a
                  private placement, (A) a cash fee equal to 8% of the gross
                  proceeds raised from the sale of the securities, plus (B) a
                  non-accountable expense fee equal to 2% of the aggregate
                  offering price of all securities sold in the offering, plus
                  (C) Noble shall have the right to purchase, for $.01 each,
                  cashless exercise warrants to purchase common stock equal to
                  15% of the number of shares of common stock sold in the equity
                  securities financing. The warrants will have a term of five
                  years and have an exercise price equal to 100% of the per
                  share price at which the investors invested in connection with
                  the equity Securities Financing and will be transferable to
                  Noble. Noble shall also be granted registration rights with
                  respect to common stock underlying such warrants, which will
                  include at least one demand registration right at the
                  Company's cost and an unlimited number of piggyback
                  registration rights;

            (iii) in connection with any debt Securities Financing (excluding
                  Chevy Chase Bank), such amount shall be agreed by the Company
                  and Noble;

            (iv)  in connection with any Bank Financing in which Noble acts as
                  the arranger, the Company shall pay Noble aggregate
                  arrangement fees in an amount to be agreed upon; and

      (e)   a non-refundable fee as an advance against the Transaction Fee or
            Financing Fees of $50,000.

<PAGE>

The Company also agrees to reimburse Noble for all reasonable out-of-pocket
expenses in connection with the performance of its services during the term of
the agreement. In addition to the payment of fees and reimbursement of expenses,
the Company agrees to indemnify Noble against any losses, claims, damages and
liabilities, joint or several, to which Noble, in connection with providing its
services may become subject under any applicable Federal or state law or
otherwise.




ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

     Number       Description
  -----------     --------------------------------------------------------------

      99.1        Letter Agreement, signed May 2, 2006, entered into between the
                  Company and Noble International Investments, Inc.






<PAGE>

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: May 8, 2006

                                 PARADIGM HOLDINGS, INC.

                                 By:     /s/ Richard Sawchak
                                         ---------------------------------------

                                             Richard Sawchak
                                 Vice President and Chief Financial Officer
{"company-data": {"conformed-name": "Paradigm Holdings, Inc", "cik": "0000313353", "assigned-sic": "7373", "irs-number": "830211506", "state-of-incorporation": "WY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-09154", "film-number": "06817057"}, "business-address": {"street1": "2600 TOWER OAKS BLVD., SUITE 500", "city": "ROCKVILLE", "state": "MD", "zip": "20852", "phone": "301 468 1200"}, "mail-address": {"street1": "2600 TOWER OAKS BLVD., SUITE 500", "city": "ROCKVILLE", "state": "MD", "zip": "20852"}, "former-company": {"former-conformed-name": "CHEYENNE RESOURCES INC", "date-changed": "19981228"}}
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

          Date of Report (Date of Earliest Event Reported): May 2, 2006

                             PARADIGM HOLDINGS, INC.
               (Exact Name of Registrant as Specified in Charter)

           WYOMING                     09-154              83-0211506
(State or other jurisdiction  (Commission File Number)   (IRS Employer
      of incorporation)                                Identification No.)

           2600 TOWER OAKS BLVD., SUITE 500, ROCKVILLE, MARYLAND 20852
               (Address of principal executive offices) (Zip code)

                                 (301) 468-1200
               Registrant's telephone number, including area code

                                      NONE
          (Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

================================================================================
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 2, 2006, Paradigm Holdings, Inc. (the "Company"), entered into an
exclusive two-year engagement with Noble International Investments, Inc.
("Noble") for certain financial advisory and investment banking services
including, but not limited to, a possible Transaction, Alternative Transaction
or Financing.

For the context of the agreement with Noble, a "Transaction" means any merger,
consolidation, reorganization, recapitalization, business combination or other
transaction involving the Company and a strategic partner resulting directly
from Noble's services. An "Alternative Transaction" means a transaction other
than a Transaction including any joint venture, marketing agreement, licensing
agreement or similar transaction entered into between the Company and a
strategic partner resulting directly from Noble services. Finally, "Financing"
means a public offering or private placement of debt or equity securities (a
"Securities Financing") of the Company and/or the arrangement of a credit
facility provided by one or more lenders (a "Bank Financing") resulting from
Noble services.

The Company agrees to pay Noble for its services as follows:

      (a)   a financial advisory fee ("Advisory Fee") of $7,500 for each month
            remaining in the term payable following the successful completion by
            Noble of a Financing; plus

      (b)   in addition to the Advisory Fee and upon consummation of a
            Transaction introduced by Noble, a fee ("Transaction Fee") equal to
            (i) 5% of the consideration up to $5,000,000, plus (ii) 3% of the
            consideration from and including $5,000,000 up to $10,000,000, plus
            (iii) 1% of the consideration including and in excess of
            $10,000,000; and

      (c)   in addition to the Advisory Fee and Transaction Fee and upon
            consummation of an Alternative Transaction, an alternative
            transaction fee ("Alternative Transaction Fee") to be agreed upon in
            a good faith negotiation between the Company and Noble subject to a
            minimum of $50,000; and

      (d)   in addition to the Advisory Fee, Transaction Fee and Alternative
            Transaction Fee and upon the closing of any part of a Financing, the
            Company shall pay Noble

            (i)   in connection with any equity Securities Financing in a public
                  offering, a fee to be agreed upon by the Company and Noble;

            (ii)  in connection with any equity Securities Financing in a
                  private placement, (A) a cash fee equal to 8% of the gross
                  proceeds raised from the sale of the securities, plus (B) a
                  non-accountable expense fee equal to 2% of the aggregate
                  offering price of all securities sold in the offering, plus
                  (C) Noble shall have the right to purchase, for $.01 each,
                  cashless exercise warrants to purchase common stock equal to
                  15% of the number of shares of common stock sold in the equity
                  securities financing. The warrants will have a term of five
                  years and have an exercise price equal to 100% of the per
                  share price at which the investors invested in connection with
                  the equity Securities Financing and will be transferable to
                  Noble. Noble shall also be granted registration rights with
                  respect to common stock underlying such warrants, which will
                  include at least one demand registration right at the
                  Company's cost and an unlimited number of piggyback
                  registration rights;

            (iii) in connection with any debt Securities Financing (excluding
                  Chevy Chase Bank), such amount shall be agreed by the Company
                  and Noble;

            (iv)  in connection with any Bank Financing in which Noble acts as
                  the arranger, the Company shall pay Noble aggregate
                  arrangement fees in an amount to be agreed upon; and

      (e)   a non-refundable fee as an advance against the Transaction Fee or
            Financing Fees of $50,000.
The Company also agrees to reimburse Noble for all reasonable out-of-pocket
expenses in connection with the performance of its services during the term of
the agreement. In addition to the payment of fees and reimbursement of expenses,
the Company agrees to indemnify Noble against any losses, claims, damages and
liabilities, joint or several, to which Noble, in connection with providing its
services may become subject under any applicable Federal or state law or
otherwise.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

     Number       Description
  -----------     --------------------------------------------------------------

      99.1        Letter Agreement, signed May 2, 2006, entered into between the
                  Company and Noble International Investments, Inc.
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: May 8, 2006

                                 PARADIGM HOLDINGS, INC.

                                 By:     /s/ Richard Sawchak
                                         ---------------------------------------

                                             Richard Sawchak
                                 Vice President and Chief Financial Officer