PRO
      FINANCIAL HOLDINGS, INC.

    2007
      Warrant Plan

    


    Dated
      as of __________, 2007

    


    ARTICLE
      I

    PURPOSE
      OF THE PLAN

    


    The
      Board
      of Directors of Pro Financial Holdings, Inc. (the “Company”) has determined that
      it is in the best interests of the Company to issue Warrants (as hereinafter
      defined) to purchase the Company’s Common Stock (as hereinafter defined) in
      connection with the Company’s initial offering of Common Stock. The Company
      proposes to issue, in units, up to 1,400,000 shares of Common Stock and Warrants
      to purchase Common Stock (“Units”). Each Unit will contain one share of Common
      Stock and one Warrant to purchase one share of Common Stock, in accordance
      with
      the terms and conditions set forth herein. Therefore, the Board of Directors,
      in
      order to provide for the above, has adopted this Warrant Plan (“Plan”) on the
      date set forth herein.

    


    ARTICLE
      II

    SCOPE
      OF THE PLAN

    


    Section
      1. Definitions. Unless
      the context clearly indicates otherwise, the following terms have the meanings
      set forth below:

    


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

            


    

    


    
      	 	
              b.
                

            	
              “Call
                Date” means the date established by the Board upon which some or all of
                the Warrants must be exercised and exchanged for Common Stock, and
                if not
                so exercised and exchanged, upon which such Warrants shall
                expire.

            


    

    


    
      	 	
              c.

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

            


    

    


    
      	 	
              d.

            	
              “Expiration
                Date” shall be (unless extended by the Board as set forth herein) 5:00
                p.m. Eastern Time on the last day of the three-year period following
                the
                close of the Offering, or 5:00 p.m. Eastern Time on the Call Date,
                whichever comes sooner.

            


    

    


    
      	 	
              e.

            	
              “Plan”
                means this Warrant Plan as adopted by the Board as set forth herein
                and as
                amended from time to time.

            


    

    


    
      	 	
              f.

            	
              “Unit”
                means a unit consisting of one share of Common Stock and one Warrant
                offered by the Company in its initial
                offering.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	 	
              g.

            	
              “Warrant”
                means the right to purchase an additional one share of Common
                Stock.

            


    

    


    
      	 	
              h.

            	
              “Warrant
                Certificate” means the evidence of ownership of Warrants, as executed and
                issued by the Company.

            


    

    


    Section
      2. Exercise
      Price.
      Subject
      to the adjustments provided for in Section 13, the exercise price per share
      (the
“Exercise Price”) shall be equal to $10.00.

    


    Section
      3. Warrants.
      There
      are hereby authorized 1,400,000 Warrants. Each Warrant shall entitle the holder
      thereof, pursuant to Section 11 hereof, to purchase one additional share of
      Common Stock. Warrants shall be included only in Units offered by the Company
      in
      its initial stock offering. Any Warrants not issued in connection with the
      initial stock offering shall automatically expire. 

     

    Section
      4. Call
      and Extension Options. The
      Board
      may call some or all of the Warrants issued and outstanding anytime on or after
      the expiration of the 6-month period following ProBank’s opening for business.
      Warrants may be called on a pro-rata
      basis,
      or in their entirety, from all Warrant holders. If such action is taken by
      the
      Board, each Warrant holder shall be given written notice thereof and shall
      have
      30 days from the date of such notice to present to the Company the Warrants
      so
      called, along with payment therefore as required in Section 11 herein. Warrants
      not presented for exchange during this period shall expire at 5:00 p.m. Eastern
      Time on the on the 30th
      day
      following the date of such notice.

    


    In
      addition, prior to the Expiration Date, the Board may extend the term of the
      Warrants for up to 6 additional months.

    


    Section
      5. Form
      of Warrants. The
      certificates evidencing the Warrants (the “Warrant Certificates”) shall be
      substantially in the form set forth in Exhibit
      A attached
      hereto, and may have such letters, numbers or other marks of identification
      or
      designation and such legends, summaries or endorsements printed, lithographed
      or
      engraved thereon as the Company may deem appropriate and as are not inconsistent
      with provisions of this Plan, or as may be required to comply with any law,
      or
      with any rule or regulation made pursuant thereto, or to conform to usage.
      Each
      Warrant Certificate shall entitle the registered holder thereof, subject to
      the
      provisions of this Plan and of such Warrant Certificate, to purchase, at the
      Exercise Price, in whole share amounts only, one fully paid and non-assessable
      share of Common Stock for each Warrant evidenced by such Warrant
      Certificate.

    


    Section
      6. Issuance
      of Warrants. The
      Warrant Certificates when issued shall be dated and signed on behalf of the
      Company, manually or by facsimile signature, by any two of the following
      persons: its Chairman of the Board, Chief Executive Officer, President, or
      Secretary under its corporate seal, if any. The seal of the Company, if any,
      may
      be in the form of a facsimile thereof and may be impressed, affixed, imprinted
      or otherwise reproduced on the Warrants.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Section
      7. Registration
      of Warrant Certificates; Registered Owners. The
      Company shall maintain or cause to be maintained books for registration of
      ownership and transfer of ownership of the Warrant Certificates issued
      hereunder. Such books shall show the names and addresses of the respective
      holders of the Warrant Certificates and the number of Warrants evidenced by
      each
      such Warrant Certificate. The Company may deem and treat the registered holder
      of a Warrant Certificate as the absolute owner thereof and of the Warrants
      evidenced thereby (notwithstanding any notation of ownership or other writing
      thereon made by anyone), for the purpose of any exercise of such Warrants and
      for all other purposes, and the Company shall not be affected by any notice
      to
      the contrary.

    


    Section
      8. Registration
      of Transfers and Exchanges; Transfer Restriction. Subject
      to the restrictions described below, the Company shall transfer from time to
      time, any outstanding Warrants upon the books to be maintained by the Company
      for that purpose, upon surrender of the Warrant Certificate evidencing such
      Warrants, with the Form of Assignment on such Warrant Certificate duly filled
      in
      and executed, to the Company, at its office in Tampa, Florida at any time prior
      to the Expiration Date. Upon receipt of a Warrant Certificate, with the Form
      of
      Assignment on such Warrant Certificate duly completed and executed, the Company
      shall promptly deliver a Warrant Certificate or Certificates representing an
      equal aggregate full number of Warrants to the transferee; provided,
      however,
      in case the registered holder of any Warrant Certificate shall elect to transfer
      fewer than all of the Warrants evidenced by such Warrant Certificate, the
      Company in addition shall promptly deliver to such registered holder a new
      Warrant Certificate or Certificates for the full number of Warrants not so
      transferred.

    


    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.

    


    Subject
      to Section 10 hereof, any Warrant Certificate(s) may be exchanged at the option
      of the holder thereof for Warrant Certificate(s) of different denominations
      (subject to a minimum denomination of 100 Warrants), of like tenor and
      representing in the aggregate the same number of Warrants, upon surrender of
      such Warrant Certificate(s), with the Form of Assignment on the reverse thereof
      duly completed and executed, on or prior to the Expiration Date.

    


    Section
      9. Mutilated,
      Destroyed, Lost or Stolen Warrant Certificates. Upon
      receipt by the Company of evidence reasonably satisfactory to it of the loss,
      theft, destruction or mutilation of any Warrant Certificate, and, in the case
      of
      loss, theft or destruction, receipt by the Company of an indemnity bond or
      security reasonably satisfactory to it, and reimbursement to it of all
      reasonable expenses incidental thereto, and, in the case of mutilation, upon
      surrender and cancellation of the Warrant Certificate, the Company shall deliver
      a new Warrant Certificate of like tenor representing in the aggregate the same
      number of Warrants.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Section
      10. Payment
      of Taxes. With
      respect to any Warrant, the Company shall not be required to pay any tax or
      taxes which may be payable in respect of any transfer involved in the issue
      of
      any Warrant or any certificates for shares of Common Stock or Warrant
      Certificate surrendered upon the exercise or exchange of a Warrant, and the
      Company shall not be required to issue or deliver such Warrant Certificate
      or
      certificates for shares of Common Stock unless or until the person or persons
      requesting the issuance thereof shall have paid to the Company the amount of
      such tax, if any, or shall have established to the satisfaction of the Company
      that such tax, if required, has been paid.

    


    Section
      11. Exercise,
      Purchase Price and Duration of Warrants. Subject
      to the provisions of this Warrant Plan, the holder of a Warrant shall have
      the
      right to purchase from the Company (and the Company shall issue and sell to
      that
      holder), one fully paid and non-assessable share of Common Stock for each
      Warrant held at the Exercise Price (subject to adjustment as provided in Section
      13 hereof) upon the surrender of the Warrant Certificate evidencing such
      Warrants on any business day prior to 5:00 p.m. Eastern Time on the Expiration
      Date, with the Form of Election to Exercise on the reverse thereof duly
      completed and executed, and payment of the Exercise Price in cash (U.S. dollars)
      or by cashiers’ or certified check payable to the Company. Exercised Warrants
      shall only be accepted from residents of states where the Company has registered
      its securities or where an exemption from registration is available to the
      Company. The Exercise Price and the shares of Common Stock issuable upon
      exercise of a Warrant shall be subject to adjustment from time to time in the
      manner specified in Section 13 and, as initially established or as so adjusted.
      The Warrants shall be so exercisable either as an entirety or from time to
      time
      in part at the election of the registered holder thereof. In the event that
      fewer than all Warrants evidenced by a Warrant Certificate are exercised at
      any
      time prior to 5:00 p.m. Eastern Time on the Expiration Date, a new Warrant
      Certificate will be issued for the Warrants not so exercised.

    


    No
      payments or adjustments shall be made for any cash dividends, whether paid
      or
      declared, on shares of Common Stock issuable on the exercise of a
      Warrant.

    


    No
      fractional shares of Common Stock shall be issued upon exercise of a Warrant.
      

    


    Subject
      to Section 10 hereof, upon surrender of a Warrant Certificate, with the Form
      of
      Election to Exercise on such Warrant Certificate duly completed and executed,
      together with payment of the Exercise Price, the Company shall issue and deliver
      the full number of certificate or certificates for shares of Common Stock
      issuable upon exercise of the Warrants tendered for exercise. Such certificate
      or certificates shall be deemed to have been issued, and any person so
      designated by the registered holder shall be deemed to have become the holder
      of
      record of such shares, as of the date of the surrender of the Warrant
      Certificate to which the shares relate and payment of the appropriate Exercise
      Price; provided,
      however,
      if the date of surrender of a Warrant Certificate shall occur within any period
      during which the transfer books for the Company’s Common Stock are closed for
      any purpose, such person shall not be deemed to have become a holder of record
      of such shares until the opening of business on the day of reopening of said
      transfer books, and certificates representing such shares shall not be issuable
      until such day.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Section
      12. Reservation
      of Shares. The
      Company will at all times reserve and keep available, free from preemptive
      rights, out of the aggregate of its authorized but unissued Common Stock, for
      the purpose of enabling it to satisfy any obligation to issue shares of Common
      Stock upon exercise of Warrants, through the close of business on the Expiration
      Date, the number of shares of Common Stock deliverable upon the exercise of
      all
      outstanding Warrants.

    


    The
      Company covenants that all shares of Common Stock issued upon exercise of the
      Warrants will, upon issuance in accordance with the terms of this Plan, be
      fully
      paid and non-assessable.

    


    Section
      13. Adjustment
      of Exercise Price and Number of Shares Purchasable. The
      Exercise Price and the number of shares of Common Stock which may be purchased
      upon the exercise of each Warrant are subject to adjustment from time to time
      upon the occurrence of, after the date hereof, the following events: if the
      Company shall (i) declare a dividend on the Common Stock payable in shares,
      (ii)
      subdivide the outstanding Common Stock into a greater number of shares, or
      (iii)
      combine the outstanding Common Stock into a smaller number of shares,
then
      the
      Exercise Price in effect on the record date for that dividend or on the
      effective date of that subdivision or combination, and/or the number and kind
      of
      shares of capital stock issuable on that date, shall be proportionately adjusted
      so that the holder of any Warrant exercised after such time shall be entitled
      to
      receive solely the aggregate number and kind of shares of capital stock which,
      if the Warrant had been exercised immediately prior to that date, such holder
      would have owned upon exercise and been entitled to receive by virtue of that
      dividend, subdivision, or combination. The foregoing adjustments shall be made
      by the Company successively whenever any event listed above shall
      occur.

    


    Section
      14.  Notices
      to Warrant Holders. Upon
      any
      adjustment to the Exercise Price pursuant to Section 13 hereof, the Company,
      within twenty calendar days thereafter, shall cause to be given to the
      registered holders of outstanding Warrant Certificates, at their respective
      addresses appearing on the Warrant Certificate register, written notice of
      the
      adjustments by first-class mail, postage prepaid. Where appropriate, the notice
      may be given in advance and included as a part of the notice required to be
      mailed under the other provisions of this Plan.

    


    Section
      15. Supplements
      and Amendments. The
      Company may, from time to time, supplement or amend this Plan without the
      consent or concurrence of or notice to any holders of Warrant Certificates
      or
      Warrants in order to cure any ambiguity, to correct or supplement any provision
      herein which may be inconsistent with any other provision herein, to correct
      any
      defective provision, clerical omission, mistake or manifest error herein
      contained, or to make any other provision with respect to matters or questions
      arising under this Plan which shall not be inconsistent with the provisions
      of
      the Warrant Certificates; provided
      that
      such action shall not adversely affect the interests of the holders of the
      Warrant Certificates or Warrants. All other amendments to this Plan must be
      approved by a vote of at least 51 percent of the Company’s shares.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Section
      16. Governing
      Law.
      This
      Plan
      and each Warrant Certificate issued hereunder shall be deemed to be a contract
      made under the laws of the State of Florida and for all purposes shall be
      governed by, construed and enforced in accordance with the laws of said
      State.

    


    Section
      17. Benefits
      of This Plan. Nothing
      in this Plan shall be construed to give to any person or entity other than
      the
      Company and the registered holders of the Warrant Certificates or Warrants
      any
      legal or equitable right, remedy or claim under this Plan; this Plan shall
      be
      for the sole and exclusive benefit of the Company and the registered holders
      of
      the Warrant Certificates or Warrants.


    


    Adopted
      this ____ day of ____________ 2007 by the board of directors of ProFinancial
      Holdings Inc.

     

    
      	 	 	 	 
	
            	 	 	
            
	
            	 	 	
              
President
              and Chief Executive
              Officer