Certificate
                No.

            	
              SUBJECT
                TO CALL

            	
              Number
                of Warrants

            


    

     

    WARRANT
      CERTIFICATE FOR PURCHASE OF

    COMMON
      STOCK OF PRO FINANCIAL HOLDINGS, INC.

    (See
      Reverse Side for Summary of Terms of Warrant Plan)

     

    THIS
      CERTIFIES THAT, for value received, ___________________________________
or
      registered assigns, is the owner of the number of Warrants set forth above,
      each
      of which entitles the owner to purchase, subject to the terms and conditions
      hereof and of the Warrant Plan referred to herein, at any time after the date
      hereof and prior to the Expiration Date (as herein defined), one share of Common
      Stock, par value $0.01 per share ("Shares"), of Pro Financial Holdings, Inc.,
      a
      Florida corporation ("Company") at $10.00 per share ("Exercise Price"), payable
      in cash, or by cashiers check or other official bank check, payable to the
      Company. Warrants may be exercised by delivery and surrender of this Warrant
      Certificate, along with the Form of Election to Exercise on the reverse hereof
      duly completed and executed, together with payment of the Exercise Price at
      the
      office of the Company or its duly appointed agent. 

    


    This
      Warrant Certificate and each Warrant represented hereby are issued pursuant
      to
      and are subject to all of the terms, provisions and conditions of that certain
      Warrant Plan dated as of June 29, 2006 (hereinafter called the "Warrant Plan"),
      adopted by the Company, to all of which terms, provisions and conditions the
      registered holder of this Warrant Certificate consents by acceptance hereof.
      The
      Warrant Plan and the summary of its terms set forth on the reverse side of
      this
      Warrant Certificate are hereby incorporated into this Warrant Certificate by
      reference and made a part hereof. The Warrant Plan sets forth the terms and
      conditions under which the exercise price for a Warrant, the number of shares
      to
      be received upon exercise of a Warrant, or both, may be adjusted. Reference
      is
      hereby made to the Warrant Plan for a full description of the rights,
      limitations of rights, obligations, duties and immunities hereunder of the
      Company and the holders of the Warrant Certificates or Warrants. In the event
      of
      any conflict between the provisions of this Warrant Certificate and the Warrant
      Plan, the provisions of the Warrant Plan shall control.

    


    Copies
      of
      the Warrant Plan are available for inspection at the Company's Office, or may
      be
      obtained upon written request addressed to the Secretary, Pro Financial
      Holdings, Inc., 536 North Monroe Street, Tallahassee, Florida 32301. The Company
      shall not be required upon the exercise of the Warrants evidenced by this
      Warrant Certificate to issue fractions of Warrants or Shares, but shall make
      adjustments therefor in cash on the basis of the current market value of any
      fractional interest as provided in the Warrant Plan.

    


    IN
      WITNESS WHEREOF, Pro Financial Holdings, Inc. has caused this certificate to
      be
      executed by the signatures of its duly authorized officers and has caused its
      corporate seal to be hereunto affixed.

    


    SEAL

        

    
      	Dated:	 	 	 
	
              
                

              

            	 	 	 
	 	 	 	 
	
            	 	 	
            
	
              
President
              or Chief Executive Officer	 	 	
              
Chairman
              of the Board or Corporate
              Secretary