ESCROW
      AGREEMENT

    


    THIS
      ESCROW AGREEMENT
      (this
“Agreement”) is entered into and effective as of the 18th day of December, 2006,
      by and between Pro Financial Holdings, Inc., a Florida corporation (the
“Company”), and The Bankers Bank (the “Escrow Agent”).

    


    WITNESSETH:

    


    WHEREAS,
      the
      Company proposes to offer and sell (the “Offering”) up to 1,400,000 shares of
      Common Stock, 1 cent par value per share (the “Shares”), to investors at
      $10.00 per
      Share
      pursuant to a registered public offering; and

    


    WHEREAS,
      the
      Company desires to establish an escrow for funds forwarded by subscribers for
      Shares, and the Escrow Agent is willing to serve as Escrow Agent upon the terms
      and conditions herein set forth.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the parties hereto
      agree as follows:

    


    1. Deposit
      with Escrow Agent.

     

    (a) The
      Escrow Agent agrees that it will from time to time accept, in its capacity
      as
      escrow agent, subscription funds for the Shares (the “Escrowed Funds”) in the
      form of checks received by the Company from subscribers. All checks shall be
      made payable to the Escrow Agent. If any check does not clear normal banking
      channels in due course, the Escrow Agent will promptly notify the Company.
      Any
      check which does not clear normal banking channels and is returned by the
      drawer’s bank to Escrow Agent will be promptly turned over to the Company along
      with all other subscription documents relating to such check. Any check received
      that is made payable to a party other than the Escrow Agent shall be returned
      to
      the Company for return to the proper party. The Company in its sole and absolute
      discretion may reject any subscription for shares for any reason and upon such
      rejection it shall notify and instruct the Escrow Agent in writing to return
      the
      Escrowed Funds by check made payable to the subscriber. If the Company rejects
      or cancels any subscription for any reason the Company will retain any interest
      earned on the Escrowed Funds to help defray organizational costs.

    


    (b) Subscription
      agreements for the Shares shall be reviewed for accuracy by the Company and,
      immediately thereafter, the Company shall deliver to the Escrow Agent the
      following information: (i) the name and address of the subscriber; (ii) the
      number of Shares subscribed for by such subscriber; (iii) the subscription
      price
      paid by such subscriber; (iv) the subscriber’s tax identification number
      certified by such subscriber; and (v) a copy of the subscription
      agreement.

    


    2. Investment
      of Escrowed Funds.
      Upon
      collection of each check by the Escrow Agent, the Escrow Agent shall invest
      the
      funds in deposit accounts or certificates of deposit which are fully insured
      by
      the Federal Deposit Insurance Corporation or another agency of the United States
      government, short-term securities issued or fully guaranteed by the United
      States government, federal funds, or such other investments as the Escrow Agent
      and the Company shall agree. The Company shall provide the Escrow Agent with
      instructions from time to time concerning in which of the specific investment
      instruments described above the Escrowed Funds shall be invested, and the Escrow
      Agent shall adhere to such instructions. Unless and until otherwise instructed
      by the Company, the Escrow Agent shall by means of a “Sweep” or other automatic
      investment program invest the Escrowed Funds in blocks of $1,000 in federal
      funds. Interest and other earnings shall start accruing on such funds as soon
      as
      such funds would be deemed to be available for access under applicable banking
      laws and pursuant to the Escrow Agent’s own banking policies.

     

    
      
         

      

      
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    3. Distribution
      of Escrowed Funds.
      The
      Escrow Agent shall distribute the Escrowed Funds in the amounts, at the times,
      and upon the conditions hereinafter set forth in this Agreement.

    


    (a) If
      at any
      time on or prior to the expiration date of the offering as described in the
      prospectus or offering circular relating to the offering, (the “Closing Date”),
      (i) the Escrow Agent has certified to the Company in writing that the Escrow
      Agent has received at least $ in Escrowed Funds, and (ii) the Escrow Agent
      has
      received a certificate from the President or the Chairman of the Board of the
      Company that the company has received preliminary approval from the Florida
      Office of Financial Regulation and the FDIC to open a bank, then the Escrow
      Agent shall deliver the Escrowed Funds to the Company to the extent such
      Escrowed Funds are collected funds. If any portion of the Escrowed Funds are
      not
      collected funds, then the Escrow Agent shall notify the Company of such fact
      and
      shall distribute such funds to the Company only after such funds become
      collected funds. For purposes of this Agreement, “collected funds” shall mean
      all funds received by the Escrow Agent, which have cleared normal banking
      channels. 

    


    (b) If
      the
      Escrowed Funds do not, on or prior to the Closing Date, become deliverable
      to
      the Company based on failure to meet the conditions described in Paragraph
      3(a),
      or if the Company terminates the offering at any time prior to the Closing
      Date
      and delivers written notice to the Escrow Agent of such termination (the
“Termination Notice”), the Escrow Agent shall return the Escrowed Funds which
      are collected funds as directed in writing by the Company to the respective
      subscribers in amounts equal to the subscription amount theretofore paid by
      each
      of them. All uncleared checks representing Escrowed Funds which are not
      collected funds as of the Initial Closing Date shall be collected by the Escrow
      Agent, and together with all related subscription documents thereof shall be
      delivered to the Company by the Escrow Agent, unless the Escrow Agent is
      otherwise specifically directed in writing by the Company.

    


    4. Distribution
      of Interest.
      Any
      interest earned on the Escrowed Funds shall be retained by the
      Company.

    


    5. Fee
      of Escrow Agent.
      The
      escrow account will accrue a service charge of $20.00 per month. In addition,
      a
      $20.00 per check fee will be charged if the escrow account has to be refunded
      due to a failure to complete the subscription. All of these fees are payable
      upon the release of the Escrowed Funds, and the Escrow Agent is hereby
      authorized to deduct such fees from the Escrowed Funds prior to any release
      thereof pursuant to Section 3 hereof. 

    


    
      
         

      

      
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    6. Liability
      of Escrow Agent.

    


    (a) In
      performing any of its duties under the Agreement, or upon the claimed failure
      to
      perform its duties hereunder, the Escrow Agent shall not be liable to anyone
      for
      any damages, losses or expenses which it may incur as a result of the Escrow
      Agent so acting, or failing to act; provided, however, the Escrow Agent shall
      be
      liable for damages arising out of its willful default or misconduct or its
      gross
      negligence under this Agreement. Accordingly, the Escrow Agent shall not incur
      any such liability with respect to (i) any action taken or omitted to be taken
      in good faith upon advice of its counsel or counsel for the Company which is
      given with respect to any questions relating to the duties and responsibilities
      of the Escrow Agent hereunder; or (ii) any action taken or omitted to be taken
      in reliance upon any document, including any written notice or instructions
      provided for this Escrow Agreement, not only as to its due execution and to
      the
      validity and effectiveness of its provisions but also as to the truth and
      accuracy of any information contained therein, if the Escrow Agent shall in
      good
      faith believe such document to be genuine, to have been signed or presented
      by a
      proper person or persons, and to conform with the provisions of this
      Agreement.

    


    (b) The
      Company agrees to indemnify and hold harmless the Escrow Agent against any
      and
      all losses, claims, damages, liabilities and expenses, including, without
      limitation, reasonable costs of investigation and counsel fees and disbursements
      which may be imposed by the Escrow Agent or incurred by it in connection with
      its acceptance of this appointment as Escrow Agent hereunder or the performance
      of its duties hereunder, including, without limitation, any litigation arising
      from this Escrow Agreement or involving the subject matter thereof; except,
      that
      if the Escrow Agent shall be found guilty of willful misconduct or gross
      negligence under this Agreement, then, in that event, the Escrow Agent shall
      bear all such losses, claims, damages and expenses.

    


    (c) If
      a
      dispute ensues between any of the parties hereto which, in the opinion of the
      Escrow Agent, is sufficient to justify its doing so, the Escrow Agent shall
      retain legal counsel of its choice as it reasonably may deem necessary to advise
      it concerning its obligations hereunder and to represent it in any litigation
      to
      which it may be a part by reason of this Agreement. The Escrow Agent shall
      be
      entitled to tender into the registry or custody of any court of competent
      jurisdiction all money or property in its hands under the terms of this
      Agreement, and to file such legal proceedings as it deems appropriate, and
      shall
      thereupon be discharged from all further duties under this Agreement. Any such
      legal action may be brought in any such court as the Escrow Agent shall
      determine to have jurisdiction thereof. In connection with such dispute, the
      Company shall indemnify the Escrow Agent against its court costs and reasonable
      attorney’s fees incurred.

    


    (d) The
      Escrow Agent may resign at any time upon giving thirty (30) days written notice
      to the Company. If a successor escrow agent is not appointed by Company within
      thirty (30) days after notice of resignation, the Escrow Agent may petition
      any
      court of competent jurisdiction to name a successor escrow agent and the Escrow
      Agent herein shall be fully relieved of all liability under this Agreement
      to
      any and all parties upon the transfer of the Escrowed Funds and all related
      documentation thereto, including appropriate information to assist the successor
      escrow agent with the reporting of earnings of the Escrowed Funds to the
      appropriate state and federal agencies in accordance with the applicable state
      and federal income tax laws, to the successor escrow agent designated by the
      Company appointed by the court.

     

    
      
         

      

      
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    7. Appointment
      of Successor.
      The
      Company may, upon the delivery of thirty (30) days written notice appointing
      a
      successor escrow agent to the Escrow Agent, terminate the services of the Escrow
      Agent hereunder. In the event of such termination, the Escrow Agent shall
      immediately deliver to the successor escrow agent selected by the Company,
      all
      documentation and Escrowed Funds including interest earnings thereon in its
      possession, less any fees and expenses due to the Escrow Agent or required
      to be
      paid by the Escrow Agent to a third party pursuant to this
      Agreement.

    


    8. Notice.
      All
      notices, requests, demands and other communications or deliveries required
      or
      permitted to be given hereunder shall be in writing and shall be deemed to
      have
      been duly given three days after having been deposited for mailing if sent
      by
      registered mail, or certified mail return receipt requested, or delivery by
      courier, to the respective addresses set forth below:  

    


    
      	If
              to the
              subscribers for Shares:	 	To their
              respective
              addresses as specified in their Subscription Agreements.
	 	 	 
	
              The
                Company:

            	 	
              Pro
                Financial Holdings, Inc.

            
	 	 	
              Attn:
                Bryan Robinson, President

            
	 	 	
              1538
                Metropolitan Blvd. Suite A-1

            
	 	 	
              Tallahassee,
                Fl 32308

            
	 	 	 
	
              With
                a copy to:

            	 	
              Herbert
                D. Haughton, Esq.

            
	 	 	
              Igler
                & Dougherty, P.A.

            
	 	 	
              2457
                Care Drive

            
	 	 	
              Tallahassee,
                Fl 32308

            
	 	 	 
	
              The
                Escrow Agent:

            	 	
              The
                Bankers Bank

            
	 	 	
              2410
                Paces Ferry Road

            
	 	 	
              600
                Paces Summit

            
	 	 	
              Atlanta,
                GA 30339-4098

            
	 	 	
              Attention:
                Clay Stubbs, First Vice President

            


    

     

    9. Representations
      of the Company.
      The
      Company hereby acknowledges that the status of the Escrow Agent with respect
      to
      the offering of the Shares is that of agent only for the limited purposes herein
      set forth, and hereby agrees it will not represent or imply that the Escrow
      Agent, by serving as the Escrow Agent hereunder or otherwise, has investigated
      the desirability or advisability in an investment in the Shares, or has
      approved, endorsed or passed upon the merits of the Shares, nor shall the
      Company use the name of the Escrow Agent in any manner whatsoever in connection
      with the offer or sale of the Shares, other than by acknowledgment that it
      has
      agreed to serve as Escrow Agent for the limited purposes herein set
      forth.

    


    10. General.

    


    (a)
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of Georgia.

    


    
      
         

      

      
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    (b)
      The
      section headings contained herein are for reference purposes only and shall
      not
      in any way affect the meaning or interpretation of this Agreement.

    


    (c)
      This
      Agreement sets forth the entire agreement and understanding of the parties
      with
      regard to this escrow transaction and supersedes all prior agreements,
      arrangements and understandings relating to the subject matter
      hereof.

    


    (d)
      This
      Agreement may be amended, modified, superseded or canceled, and any of the
      terms
      or conditions hereof may be waived, only by a written instrument executed by
      each party hereto or, in the case of a waiver, by the party waiving compliance.
      The failure of any part at any time or times to require performance of any
      provision hereof shall in no manner affect the right at a later time to enforce
      the same. No waiver in any one or more instances by any part of any condition,
      or of the breach of any term contained in this Agreement, whether by conduct
      or
      otherwise, shall be deemed to be, or construed as, a further or continuing
      waiver of any such condition or breach, or a waiver of any other condition
      or of
      the breach of any other terms of this Agreement.

    


    (e)
      This
      Agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument.

    


    (f)
      This
      Agreement shall inure to the benefit of the parties hereto and their respective
      administrators, successors and assigns. The Escrow Agent shall be bound only
      by
      the terms of this Escrow Agreement and shall not be bound by or incur any
      liability with respect to any other agreement or understanding between the
      parties except as herein expressly provided. The Escrow Agent shall not have
      any
      duties hereunder except those specifically set forth herein.

    


    (g)
      No
      interest in any part to this Agreement shall be assignable in the absence of
      a
      written agreement by and between all the parties to this Agreement, executed
      with the same formalities as this original Agreement.

    


    IN
      WITNESS WHEREOF,
      the
      parties have duly executed this Agreement as the date first written
      above.

     

    
      	COMPANY:	 	 	
              ESCROW
                AGENT:

            
	 	 	 	 
	PRO FINANCIAL HOLDINGS,
              INC.	 	 	
              THE
                BANKERS BANK

            
	 	 	 	 
	By: /s/
              Bryan Robinson 	 	 	By: /S/
              Clay Stubbs
	
              
                

              

              Bryan
                Robinson

            	 	 	
              
                
Clay
                Stubbs

            
	
              President
                and CEO

            	 	 	
              First
                Vice President

            




          

    
      
         

      

      
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