PRO
      FINANCIAL HOLDINGS, INC.

    Summary
      of Terms of Warrant Plan

    


    The
      Warrant Plan provides that, upon the occurrence of certain events, the initial
      exercise price set forth on the face of this Warrant Certificate may, subject
      to
      specified conditions, be adjusted (the “Exercise Price”). If the Exercise Price
      is adjusted, the Warrant Plan provides that the number of shares which can
      be
      purchased upon the exercise of each Warrant represented by this Warrant
      Certificate and the type of securities or other property subject to purchase
      upon the exercise of each Warrant represented by this Warrant Certificate are
      subject to modification or adjustment.

    


    The
      Warrants evidenced by this Warrant Certificate shall be exercisable during
      the
      three (3) year period following the end of the Offering or sooner if called
      in
      accordance with the Warrant Plan. Warrants are callable any time after the
      expiration of a 6-month period following the issuance of the Warrant. In the
      event that upon any exercise the number of Warrants exercised shall be fewer
      than the total number of Warrants represented hereby, there shall be issued
      to
      the holder hereof or his assignee a new Warrant Certificate evidencing the
      Warrants not so exercised. No payment or adjustment will be made for any cash
      dividends, whether paid or declared, on any shares issuable upon exercise of
      a
      Warrant. The Company shall not be required to issue fractions of shares or
      any
      certificates which evidence fractional shares. In lieu of a fractional share,
      if
      any, there shall be paid to the registered holder of a Warrant with regard
      to
      which the fractional share would be issuable, an amount in cash equal to the
      same fraction of the current market value (as determined pursuant to the Warrant
      Plan) of a share.

    


    Prior
      to
      the exercise of the Warrants represented hereby, the registered holder of this
      Warrant Certificate, shall not be entitled to vote on or be deemed the holder
      of
      Common Stock or any other securities of the Company which may at any time be
      issuable on the exercise hereof for any purpose, and nothing contained in the
      Warrant Plan or herein shall be construed to confer upon the holder of this
      Warrant Certificate, any of the rights of a stockholder of the Company. Warrants
      may only be transferred to: (i) a parent, sibling, spouse, child, or grandchild
      of the holder; (ii) to a pension or profit sharing plan of which the holder
      or
      holder's spouse is a beneficiary; (iii) to a business entity or trust owned
      or
      controlled by the holder or holder's spouse is a beneficiary; or (iv) by a
      court
      order. In addition, the Company shall not effect any transfer or exchange which
      will result in the issuance of a Warrant Certificate for a fraction of a
      Warrant.


    


    Form
      of Assignment

    


    FOR
      VALUE
      RECEIVED, __________________________ hereby sells, assigns and transfers unto
      this Warrant Certificate and all right, title and interest herein, and does
      hereby irrevocably constitute and appoint _______________________________
      attorney, to transfer said Warrant on the books of the Company with full power
      of substitution in the premises.

    


    Social
      Security Number: _____________
      Name of
      registered holder of Warrant (Please Print): _____________________

     

    Address
      (Please Print):
      _______________________________________________________________________________

     

    Signature:
      ___________________________________

     

    Signature
      Guaranteed: 

    


    NOTE:
      The
      above signature must correspond with the name written upon the face of this
      Warrant Certificate in every particular, without alteration or enlargement
      or
      any change whatever.


    


    Form
      of Election to Exercise

    


    The
      undersigned hereby irrevocably elects to exercise ___________ Warrants evidenced
      by this Warrant Certificate, to purchase _________ full shares of the Common
      Stock of the Company ("Shares") and herewith tenders payment for such Shares
      in
      the amount of $________ in accordance with the terms hereof. The undersigned
      hereby acknowledges receipt of a Prospectus, including amendments and
      supplements thereto relating to the Offering of the Common Stock to be acquired
      in connection with this transaction.

    


    Social
      Security Number: _____________
      Name of
      registered holder of Warrant (Please Print): _____________________

     

    Name
      of
      Registered holder of Warrant (Please Print):
      _________________________________________________________

     

    Address
      (Please
      Print): _________________________________________________________________________________

    


    Signature: ___________________________________

     

    NOTE:
      The
      above signature must correspond with the name as written upon the face of this
      Warrant Certificate in every particular, without alteration or enlargement
      or
      any change whatever. If the holder hereof is hereby electing to exercise fewer
      than all Warrants represented by this Warrant Certificate and is requesting
      that
      a new Warrant Certificate evidencing the Warrants not exercised be registered
      in
      a name other than that in which this Warrant Certificate is registered, the
      signature of the holder of this Warrant Certificate must be
      guaranteed.

    


    Signature
      Guaranteed: