PRO
      FINANCIAL HOLDINGS, INC

    


    2007
      NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN

    


    1.
      PURPOSE

    


    The
      purpose of Pro Financial Holdings, Inc.’s (“ProFinancial” or the “Company”) 2007
      Non-Employee Directors’ Stock Option Plan (“Directors’ Plan”) is to advance the
      interests of the Company, its wholly owned subsidiary ProBank (the “Bank”), and
      its shareholders by providing the directors of the Company and the Bank, upon
      whose judgment, initiative and oversight the successful conduct of the business
      of the Company depends, with an additional incentive to serve as a director
      of
      the Company or the Bank, as well as to attract people of experience and ability
      to serve as Directors in the future.

    


    2.
      DEFINITIONS

    


    
      	 	
              (a)

            	
              “Board
                of Directors” means the Board of Directors of the
                Company.

            


    

    


    
      	 	
              (b)

            	
              “Award”
                means an Award of Non-Statutory Stock Options granted under the provisions
                of the Directors’ Plan.

            


    

    


    
      	 	
              (c)

            	
              “Committee”
                means the Compensation Committee of the Board of
                Directors.

            


    

    


    
      	 	
              (d)

            	
              “Directors’
                Plan Year or Years” means a calendar year or years commencing on or after
                January 1, 2007.

            


    

    


    
      	 	
              (e)

            	
              “Date
                of Grant” means the actual date on which an Award is granted by the
                Committee.

            


    

    


    
      	 	
              (f)

            	
              “Common
                Stock” means the common stock of the Company, par value, $0.01 per
                share.

            


    

    


    
      	 	
              (g)

            	
              “Fair
                Market Value” means, when used in connection with the Common Stock on a
                certain date, the reported closing price of the Common Stock as reported
                by the National Association of Securities Dealers Automated Quotation
                System (as published by the Wall Street Journal, if published) on
                the day
                prior to such date or if the Common Stock was not traded on such
                date, on
                the next preceding day on which the Common Stock was traded thereon.
                If
                the Common Stock is not traded on a national market reported by the
                National Association of Securities Dealers Automated Quotation System,
                the
                Fair Market Value means the average of the closing bid and ask sale
                prices
                on the last previous date on which a sale is reported in an
                over-the-counter transaction. In the absence of an arms length transaction
                during such 90 days, Fair Market Value means the book value of the
                common
                stock or the adjusted price per share at which the Company last sold
                common stock to its shareholders multiplied by the quotient obtained
                when
                the book value at the end of the last quarter preceding the grant
                is
                divided by the book value after the closing of the offering, whichever
                is
                higher.

            


    

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    
      	 	
              (h)

            	
              “Termination
                for Cause” means the termination upon an intentional failure to perform
                stated duties, breach of a fiduciary duty involving personal dishonesty,
                which results in material loss to the Company or willful violation
                of any
                law, rule or regulation (other than traffic violations or similar
                offenses) or final cease-and-desist order issued to the
                Company.

            


    

    


    
      	 	
              (i)

            	
              “Participant”
                means a director of the Company or the Bank chosen by the Committee
                to
                participate in the Directors’ Plan.

            


    

    


    
      	 	
              (j)

            	
              “Change
                in Control” of the Company means: (i) the acquisition by any person (as
                such term is used in Sections 13[d] and 14[d] of the Exchange Act
                in
                effect on the date first written above), directly or indirectly,
                or acting
                through one or more other persons, of ownership, control or the power
                to
                vote 25% or more of any class of the then outstanding voting securities
                of
                the Company; or (ii) ) the acquisition by any person of the ability
                to
                control in any manner the election of the directors of the Company.
                

            


    

    


    
      	 	
              (k)

            	
              “Date
                of Affiliation” means the date on which a director was first elected or
                appointed to the Board of
                Directors.

            


    

    


    
      	 	
              (l)

            	
              “Vest”
                means the right to exercise an option in whole or in part during
                some
                specified period of time.

            


    

    


    3.
      ADMINISTRATION

    


    The
      Directors’ Plan shall be administered by the Compensation Committee of the Board
      of Directors. The Committee is authorized, subject to the provisions of the
      Directors’ Plan, to establish such rules and regulations as it deems necessary
      for the proper administration of the Directors’ Plan and to make whatever
      determinations and interpretations in connection with the Directors’ Plan it
      deems as necessary or advisable. All determinations and interpretations made
      by
      the Committee shall be binding and conclusive on all Participants in the
      Directors’ Plan and on their legal representatives and
      beneficiaries.

    


    4.
      STOCK SUBJECT TO THE DIRECTORS’ PLAN

    


    Subject
      to adjustment as provided in Section 10 herein, the maximum number of shares
      reserved for issuance under the Directors’ Plan is _____,000. To the extent that
      options granted under the Directors’ Plan are exercised, the shares covered will
      be unavailable for future grants under the Directors’ Plan; to the extent that
      options granted under the Directors’ Plan terminate, expire or are canceled
      without having been exercised, new Awards may be made with respect to these
      shares.

    


    6.
      ELIGIBILITY

    


    The
      Directors of the Company and/or the Bank, except for those directors which
      are
      salaried officers of the Company or the Bank, shall be eligible to receive
      Non-Statutory Stock Options under the Directors’ Plan. The maximum number of
      options a participant shall be eligible to be awarded shall be __________ option
      shares.

    


    
      
         

      

      
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    7. NON-STATUTORY
      STOCK OPTIONS

    


    The
      Committee may, from time to time, grant Non-Statutory Stock Options to eligible
      directors. Non-Statutory Stock Options granted under this Directors’ Plan are
      subject to the following terms and conditions:

    


    
      	 	
              (a)

            	
              Price.
                The
                purchase price per share of Common Stock deliverable upon the exercise
                of
                each Non-Statutory Stock Option shall not be less than 100% of the
                Fair
                Market Value of the Common Stock on the date the
                option is granted or $10.00 per share whichever is higher. Shares
                may be
                purchased only upon full payment of the purchase price. Payment of
                the
                purchase price may be made in cash or by
                check.

            


    

    


    
      	 	
              (b)

            	
              Terms
                of Options. The
                term during which each Non-Statutory Stock Option may be exercised
                shall
                be determined by the Committee, but in no event shall a Non-Statutory
                Stock Option be exercisable in whole or in part in more than 10 years
                from
                the Date of Grant. 

            


    

    


    
      	 	
              (c)

            	
              Vesting.
                The Committee shall determine the date on which each Non-Statutory
                Stock
                Option shall become exercisable in installments. The shares comprising
                each installment may be purchased in whole or in part at any time
                after
                such installment becomes purchasable. The Committee, in its sole
                discretion may accelerate the time at which any Non-Statutory Stock
                Option
                may be exercised in whole or in part. Notwithstanding the above,
                in the
                event of a Change in Control of the Company, or the death of a
                participant, all Non-Statutory Stock Options shall become immediately
                exercisable.

            


    

    


    
      	 	
              (c)

            	
              Termination
                of Service. Upon
                the termination of a director’s service for any reason other than
                disability, death or Termination for Cause, his Non-Statutory Stock
                Options shall be exercisable only as to those shares which were
                immediately purchasable by him at the date of termination but only
                for a
                period of three months following termination, provided that in no
                event
                shall the period extend beyond the expiration of the Non-Statutory
                Stock
                Option term. In the event of Termination for Cause, all rights of
                the
                terminated director under his Non-Statutory Stock Options shall expire
                upon termination. Upon termination of a director’s service due to normal
                retirement, all Non-Statutory Stock Options held by such director,
                whether
                or not exercisable at such time, shall be exercisable for a period
                of
                three (3) months following the date of his normal retirement. In
                the event
                of the death or disability of any director, all Non-Statutory Stock
                Options held by the director, whether or not exercisable at such
                time,
                shall be exercisable by the director or his legal representatives
                or
                beneficiaries for one year following the date of his death or cessation
                of
                service due to disability, provided that in no event shall the period
                extend beyond the expiration of the Non-Statutory Stock Option
                term.

            


    

    


    8.
      RIGHTS OF AN OPTION HOLDER: NONTRANSFERABILITY

    


    An
      optionee shall have no rights as a shareholder with respect to any shares
      covered by a Non-Statutory Stock Option until the date of issuance of a stock
      certificate for such shares. Nothing in this Directors’ Plan or in any Award
      granted confers on any person any right to continue as a director of the Company
      or to continue to perform services for the Company. 

    


    
      
         

      

      
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    No
      Award
      under the Directors’ Plan shall be transferable by the optionee other than by
      will or the laws of descent and distribution and may only be exercised during
      his lifetime by the optionee, or by a guardian or legal representative. No
      such
      transfer of the Award by the Participant by will, or the laws of descent and
      distribution shall be effective to bind the Company unless the Company shall
      have been furnished with written notice thereof and such other evidence as
      the
      Committee administering the Directors’ Plan may deem necessary or desirable to
      establish the validity of the transfer. The Award shall not be pledged,
      hypothecated, sold, assigned, transferred or otherwise encumbered or disposed
      of
      except as provided herein. Any purported pledge, hypothecation, sale,
      assignment, transfer or other encumbrance or disposition of the Award contrary
      to the provisions hereof shall be null and void and without effect. The levy
      of
      any execution, attachment, or similar process upon the Award shall be null
      and
      void and without effect. 

    


    9.
      CALL PROVISION

    


    In
      the
      event the capital of the Company or its wholly owned subsidiaries falls below
      minimum requirements, as determined by its primary state or federal regulator,
      then the Board of Directors may call any or all of the options granted and
      outstanding under this Directors’ Plan. Such call shall be in writing (“Notice”)
      and shall provide that the option holder shall have 45 days to exercise the
      option or forfeit all rights thereunder. Any options called but not exercised
      shall expire 45 days from the date of such Notice and rights thereunder shall
      terminate.

    


    10.
      AGREEMENT WITH GRANTEES

    


    Each
      Award of options will be evidenced by a written agreement, executed by the
      Participant and the Company which describes the conditions for receiving the
      Awards including the date of Award, the purchase price if any, applicable
      periods, and any other terms and conditions as may be required by the Board
      of
      Directors or applicable securities law.

    


    11.
      DESIGNATION OF BENEFICIARY

    


    A
      Participant may, with the consent of the Committee, designate a person or
      persons to receive, in the event of death, any stock option Award to which
      he
      would then be entitled. Such designation will be made upon forms supplied by
      and
      delivered to the Company and may be revoked in writing. If a Participant fails
      effectively to designate a beneficiary, then his estate will be deemed to be
      the
      beneficiary.

    


    12.
      DILUTION AND OTHER ADJUSTMENTS

    


    In
      the
      event of any change in the outstanding shares of Common Stock of the Company
      by
      reason of any stock dividend or split, recapitalization, merger, consolidation,
      spin-off, reorganization, combination or exchange of shares, or other similar
      corporate change, the Committee will make such adjustments to previously granted
      Awards, to prevent dilution or enlargement of the rights of the Participant,
      including any or all of the following:

    


    
      	 	
              (a)

            	
              adjustments
                in the aggregate number or kind of shares of Common Stock which may
                be
                awarded under the Directors’ Plan; 

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)

            	
              adjustments
                in the aggregate number or kind of shares of Common Stock covered
                by
                Awards already made under the Directors’ Plan; or
                

            


    


    
      	 	
              (c)

            	
              adjustments
                in the purchase price of outstanding Incentive and/or Non-Statutory
                Stock
                Options.

            


    

    


    
      	 	
              (d)

            	
              No
                such adjustments may, however, materially change the value of benefits
                available to a Participant under a previously granted
                Award.

            


    

    


    13.
      WITHHOLDING

    


    There
      will be deducted from each distribution of cash and/or Common Stock under the
      Directors’ Plan the amount of tax required to be withheld by any governmental
      authority, if any. 

    


    14.
      AMENDMENT OF THE DIRECTORS’ PLAN

    


    The
      Board
      of Directors may at any time, and from time to time, modify or amend the
      Directors’ Plan in any respect; provided however, that if necessary to continue
      to qualify the Directors’ Plan under the Securities and Exchange Commission Rule
      16(b)3, shareholder approval would be required for any such modification or
      amendments which:

    


    
      	 	
              (a)

            	
              increases
                the maximum number of shares for which options may be granted under
                the
                Directors’ Plan (subject, however, to the provisions of Section 13
                hereof);

            


    

    


    
      	 	
              (b)

            	
              reduces
                the exercise price at which Awards may be
                granted;

            


    

    


    
      	 	
              (c)

            	
              extends
                the period during which options may be granted or exercised beyond
                the
                times originally prescribed; or

            


    

    


    
      	 	
              (d)
                

            	
              changes
                the persons eligible to participate in the Directors’
                Plan.

            


    

    


    Failure
      to ratify or approve amendments or modifications to Subsections (a) through
      (d)
      of this Section by shareholders shall be effective only as to the specific
      amendment or modification requiring such ratification. Other provisions,
      sections, and subsections of this Directors’ Plan will remain in full force and
      effect.

    


    No
      such
      termination, modification or amendment may affect the rights of a Participant
      under an outstanding Award.

    


    15.
      EFFECTIVE
      DATE OF DIRECTORS’ PLAN

    


    The
      Directors’ Plan shall be adopted by the Board of Directors and shall become
      effective upon such date of adoption, or other date as determined by the Board.
      Following the Effective Date of the Directors’ Plan, the Directors’ Plan shall
      be submitted to shareholders for approval. If the Directors’ Plan shall not be
      approved by shareholders the Directors’ Plan and any Awards granted thereunder
      shall be null and void.

    


    
      
         

      

      
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    16.
      TERMINATION OF THE DIRECTORS’ PLAN


    The
      right
      to grant Awards under the Directors’ Plan will terminate upon the earlier of ten
      (10) years after the Effective Date of the Directors’ Plan or the issuance of
      Common Stock or the exercise of options or related rights equaling the maximum
      number of shares reserved under the Directors’ Plan as set forth in Section 5.
      The Board of Directors has the right to suspend or terminate the Directors’ Plan
      at any time, provided that no such action will, without the consent of a
      Participant, adversely affect his rights under a previously granted
      Award.

    


    17.
      APPLICABLE LAW

    


    The
      Directors’ Plan will be administered in accordance with the laws of the State of
      Florida.

    


    Adopted
      this ____ day
      of
      ___________,
      2007 by
      the Company’s Board of Directors.

     

    Chairman


    


    Adopted
      this ____
      day of
      ___________,
      2007 by
      the Company’s Shareholders.

    


    B.
      Bryan
      Robinson, President

     

    
      
         

      

      
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