PRO
      FINANCIAL HOLDINGS, INC

    


    2007
      EMPLOYEE STOCK OPTION PLAN

    


    1.
      PURPOSE

    


    The
      purpose of Pro Financial Holdings, Inc.’s (“ProFinancial” or the “Company”) 2007
      Employee Stock Option Plan (“Plan”) is to advance the interests of the Company
      and its shareholders by providing key employees of the Company and its wholly
      owned subsidiary ProBank, upon whose judgment, initiative and efforts the
      successful conduct of the business of the Company largely depends, with an
      additional incentive to perform in a superior manner and to attract people
      of
      experience and ability to serve as key employees in the future.

    


    2.
      DEFINITIONS

    


    
      	 	
              (a)

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

            


    

    


    
      	 	
              (b)

            	
              “Affiliate”
                means (i) a member of a controlled group of corporations of which
                the
                Company is a member or (ii) an unincorporated trade or business which
                is
                under common control with the Company as determined in accordance
                with
                Section 414(c) of the Internal Revenue Code 1986, as amended (“Code”)and
                the regulations issued thereunder. For purposes hereof, a “controlled
                group of corporations” shall mean a controlled group of corporations as
                defined in Section 1563(a) of the Code determined without regard
                to
                Sections 1563(a)(4) and (e)(3)(C).

            


    

    


    
      	 	
              (c)

            	
              Award”
                means an Award of Non-Statutory Stock Options or Incentive Stock
                Options
                granted under the provisions of the
                Plan.

            


    

    


    
      	 	
              (d)

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

            


    

    


    
      	 	
              (e)

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

            


    

    


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

            


    

     

    
      	 	
              (g)

            	
              “Common
                Stock” means the common stock of the Company, par value, $5.00 per
                share.

            


    

    


    
      	 	
              (h)

            	
              “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.

            


    

     

     

    
      
        
        

      

      
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              (i)

            	
              “Disability”
                means the permanent and total inability by reason of mental or physical
                infirmity, or both, of an employee to perform the work customarily
                assigned to him. Additionally, a medical doctor selected or approved
                by
                the Board of Directors must advise the Committee that it is either
                not
                possible to determine when such Disability will terminate or that
                it
                appears probable that such Disability will be permanent during the
                remainder of said participant’s
                lifetime.

            


    

    


    
      	 	
              (j)

            	
              “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.

            


    

    


    
      	 	
              (k)

            	
              “Participant”
                means an employee of the Company chosen by the Committee to participate
                in
                the Plan.

            


    

    


    
      	 	
              (l)

            	
              “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.
                

            


    

    


    
      	 	
              (m)

            	
              “Normal
                Retirement” means retirement at the normal or early retirement date as set
                forth in any tax qualified plan of the
                Company.

            


    

    


    
      	 	
              (n)

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

            


    

    


    3. ADMINISTRATION

    


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

    


    
      
        
        

      

      
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    4.
      TYPES OF AWARDS

    


    Awards
      under the Plan may be granted in any one or a combination of the following,
      as
      defined below in Sections 7 through 9 of the Plan:

    


    (a) Incentive
      Stock Options; and

    


    (b)
       Non-Statutory
      Stock Options

    


    5.
      STOCK SUBJECT TO THE PLAN

    


    Subject
      to adjustment as provided in Section 13 herein, the maximum number of shares
      reserved for issuance under the Plan is _____,000. To the extent that options
      granted under the Plan are exercised, the shares covered will be unavailable
      for
      future grants under the Plan; to the extent that options granted under the
      Plan
      terminate, expire or are canceled without having been exercised, new Awards
      may
      be made with respect to these shares.

    


    6.
      ELIGIBILITY

    


    Officers
      and other employees of the Company shall be eligible to receive Incentive Stock
      Options or Non-Statutory Stock Options under the Plan. Directors who are not
      employees or officers of the Company shall not be eligible to receive Awards
      under the Plan.

    


    7.
      NON-STATUTORY STOCK OPTIONS

    


    The
      Committee may, from time to time, grant Non-Statutory Stock Options to eligible
      employees. Non-Statutory Stock Options granted under this 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 vest shall
                be
                determined by the Committee, but in no event shall a Non-Statutory
                Stock
                Option be exercisable in whole or in part more than 10 years from
                the Date
                of Grant. Further, no more than one-third of the shares granted under
                any
                option shall vest in any year.

            


    

    


    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, or the Participant if so
      provided in his written agreement executed pursuant to Section 11, 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, all Non-Statutory Stock Options shall become immediately
      exercisable and consistent with the time period for exercise provided in Section
      7.1(c).

    


    
      
        
        

      

      
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              (c)

            	
              Termination
                of Employment. Upon
                the termination of an employee’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 employee under his Non-Statutory Stock Options shall expire
                upon termination. Upon termination of an employee’s service due to normal
                retirement, all Incentive Stock Options held by such employee, 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 employee, all Non-Statutory Stock
                Options
                held by the employee, whether or not exercisable at such time, shall
                be
                exercisable by the employee or his legal representatives or beneficiaries
                for one year following the date of his death or cessation of employment
                due to disability, provided that in no event shall the period extend
                beyond the expiration of the Non-Statutory Stock Option
                term.

            


    

    


    8.
      INCENTIVE STOCK OPTIONS

    


    The
      Committee may, from time to time, grant Incentive Stock Options to eligible
      employees. Incentive Stock Options granted pursuant to the Plan shall be subject
      to the following terms and conditions:

    


    
      	 	
              (a)

            	
              Price.
                The
                purchase price per share of Common Stock deliverable upon the exercise
                of
                each Incentive Stock Option shall be not less than 100% of the Fair
                Market
                Value of the Common Stock on the date the Incentive Stock Option
                is
                granted or $10.00 per share whichever is higher. However, if an employee
                owns stock equal to more than 10% of the total combined voting power
                of
                all classes of Common Stock of the Company (or, under Section 424(d)
                of
                the Code, is deemed to own Common Stock representing more than 10%
                of the
                total combined voting power of all such classes of Common Stock),
                the
                purchase price per share of Common Stock deliverable upon the exercise
                of
                each Incentive Stock Option shall not be less than 110% of the Fair
                Market
                Value of the Common Stock on the date the Incentive Stock Option
                is
                granted. Shares may be purchased only upon payment of the full purchase
                price. Payment of the purchase price may be made in cash or by
                check.

            


    

    


    
      	 	
              (b)

            	
              Amounts
                of Options. Incentive
                Stock Options may be granted to any eligible employee in such amounts
                as
                determined by the Committee; provided that the amount granted is
                consistent with the terms of Section 422 of the Code. In the case
                of an
                option intended to qualify as an Incentive Stock Option, the aggregate
                Fair Market Value (determined as of the time the option is granted)
                of the
                Common Stock with respect to which Incentive Stock Options granted
                are
                exercisable for the first time by the Participant during any calendar
                year
                (under all plans of the Participant’s employer corporation and its parent
                and subsidiary corporations) shall not exceed $100,000. The provisions
                of
                this Section 8.1(b) shall be construed and applied in accordance
                with
                Section 422(d) of the Code and the regulations, if any, promulgated
                thereunder.

            


    

    


    


    
      
        
        

      

      
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              (c)

            	
              Term
                of Options. The
                term during which each Incentive Stock Option may vest shall be determined
                by the Committee, but in no event shall an Incentive Stock Option
                be
                exercisable in whole or in part more than 10 years from the Date
                of Grant.
                Further, no more than one-third of the shares granted under any option
                shall vest in any year. If any employee, at the time an Incentive
                Stock
                Option is granted to him, owns Common Stock representing more than
                10% of
                the total combined voting power of the Company (or, under Section
                424(d)
                of the Code, is deemed to own Common Stock representing more than
                10% of
                the total combined voting power of all such classes of Common Stock,
                by
                reason of the ownership of such classes of Common Stock, directly
                or
                indirectly, by or for any brother, sister, spouse, ancestor or lineal
                descendent of such employee, or by or for any corporation or partnership,
                estate or trust of which such employee is a shareholder, partner
                or
                beneficiary), the Incentive Stock Option granted to him shall not
                be
                exercisable after the expiration of ten years from the Date of Grant.
                No
                Incentive Stock Option granted under this Plan is transferable except
                by
                will or the laws of descent and distribution and is exercisable in
                his
                lifetime only by the employee to which it is
                granted.

            


    

    


    The
      Committee shall determine the date on which each Incentive Stock Option shall
      become exercisable and may provide that an Incentive Stock Option shall become
      exercisable in installments. The shares comprising each installment may be
      purchased in whole or in part any time after such installment becomes
      purchasable; provided, however, that, in the case of an Incentive Stock Option
      intended to qualify for the tax treatment available pursuant to Section 422
      of
      the Code upon exercise, such acceleration must be consistent with the terms
      of
      Section 422 of the Code. Notwithstanding the above in the event of a Change
      in
      Control of the Company all Incentive Stock Options shall become immediately
      exercisable consistent with the time period for exercise provided in Section
      8.1(d).

    


    
      	 	
              (d)

            	
              Termination
                of Employment. Upon
                the termination of an employee’s service for any reason other than
                disability, death or Termination for Cause, his Incentive Stock Options
                shall be exercisable only as to those shares which were immediately
                purchasable by him at the date of termination, but only for: (i)
                a period
                of three months following termination in the case of an Incentive
                Stock
                Option intended to qualify for the tax treatment available pursuant
                to
                Section 422 of the Code upon exercise, and (ii) a period of one year
                following termination in the case of an Incentive Stock Option not
                intended to be eligible for the tax treatment available pursuant
                to
                Section 422 of the Code upon exercise. In the event of Termination
                for
                Cause, all rights of the terminated employee under his Incentive
                Stock
                Options shall expire upon termination. Upon termination of an employee’s
                service due to normal retirement, all Incentive Stock Options held
                by such
                employee, 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 no event shall the period extend beyond the expiration
                of
                the Incentive Stock Option term. In the event of death or disability
                of
                any employee, all Incentive Stock Option held by such employee, whether
                or
                not exercisable at such time, shall be exercisable by the employee
                or his
                legal representatives or beneficiaries for one year following the
                date of
                his death or cessation of employment due to disability. In no event
                shall
                the period extend beyond the expiration of the Incentive Stock Option
                term.

            


    

     

    
 

    
      
        
        

      

      
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    9.
      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 and/or Incentive Stock Option until the date of
      issuance of a stock certificate for such shares. Nothing in this Plan or in
      any
      Award granted confers on any person any right to continue in the employ of
      the
      Company or to continue to perform services for the Company or interferes in
      any
      way with the right of the Company to terminate his services as an officer or
      other employee at any time.

    


    No
      Award
      under the 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 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.


    


    10.
      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 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.

    


    11.
      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.

    


    12.
      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.

     

    
      
        
        

      

      
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    13.
      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 Plan; 

            


    

    


    
      	 	
              (b)

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


            


    

    


    
      	 	
              (c)

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

            


    

    


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

    


    14.
      WITHHOLDING

    


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

    


    15.
      AMENDMENT OF THE PLAN

    


    The
      Board
      of Directors may at any time, and from time to time, modify or amend the Plan
      in
      any respect; provided however, that if necessary to continue to qualify the
      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
      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 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 Plan will remain in full force and
      effect.

     

    
      
        
        

      

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

     

    
      
        
        

      

      
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    16.EFFECTIVE
      DATE OF PLAN

    


    The
      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 Plan, the Plan shall be submitted to shareholders for
      approval. If the Plan shall not be approved by shareholders the Plan and any
      Awards granted thereunder shall be null and void.

    


    17.
      TERMINATION OF THE PLAN

    


    The
      right
      to grant Awards under the Plan will terminate upon the earlier of ten (10)
      years
      after the Effective Date of the Plan or the issuance of Common Stock or the
      exercise of options or related rights equaling the maximum number of shares
      reserved under the Plan as set forth in Section 5. The Board of Directors has
      the right to suspend or terminate the 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.

    


    18.
      APPLICABLE LAW

    


    The
      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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