Exhibit
14.1


PRO FINANCIAL HOLDINGS,
INC.





and
PROBANK







CODE
OF ETHICS









CODE
OF ETHICS




TABLE
OF CONTENTS




ARTICLE
      I
              
              IntroductionARTICLE
      II
              
              Conflict
      of Interest201.
              General202.
              Administration
      of Code of Ethics203.
              Fiduciary
      Appointment204.
              Beneficiaries
      under Will or Trust205.
              Lending
      Relationships206.
              Prohibited
      Lending PracticesARTICLE
      IIII
              
              Employment
      and Participation inOutside
      Activities301.
              Outside
      Employment302.
              Participation
      in Public Affairs303.
              Service
      on Outside BoardsARTICLE
      IV
              
              Improper
      Use of Bank Position and Property401.
              Gifts402.
              Other
      Exceptions403.
              Charitable
      Donations404.
              Preferential
      Treatment405.
              Community
      Involvement406.
              Improper
      Transactions and PaymentsARTICLE
      V
              
              Antitrust
      Compliance501.
              Relationships
      with Competitors502.
              Tie-Ins
      and Executive DealingARTICLE
      VI
              
              Conduct
      of Insider Trading601.
              Insider
      Trading602.
              Sale
      or Purchase of Company Assets603.
              Regulation
      O604.
              Full
      DisclosureARTICLE
      VII
              
              Confidentiality
      Policy701.
              Federal
      Privacy Provision702.
              Code
      of Confidentiality703.
              Disclosure
      of Deposit Account
Information









ARTICLE
I


INTRODUCTION





The
maintenance of high standards of honesty, integrity, and conduct is essential to
Pro Financial Holdings, Inc.(“PRO FINANCIAL”) and its Subsidiaries
(collectively, the “Company”).




The
Company requires that its directors, officers, employees and other
representatives avoid possible misconduct and the appearance of conflicts of
interest through informed judgment and careful regard for the standards of
conduct and responsibilities as set forth herein.  In all instances,
directors, officers and employees and other representatives are expected to
conduct themselves in a manner that can be supported by management and to
exercise good judgment in the discharge of their responsibilities.




It is
important to note that this Code is designed to serve as a broad outline of the
legal and ethical principles adopted by the Company. Because it is not a
complete list of all legal or ethical issues you might face in the course of
business, this Code must be used along with your common sense and good judgment.
We cannot live up to a commitment to act with integrity if we, as individuals,
do not speak up when we should. That is why, in addition to knowing the legal
and ethical responsibilities that apply to your job, you must speak up
if:




·
            You
      are unsure about the proper course of action and need
    advice.


·
            You
      believe that someone acting on behalf of the Company is doing—or may be
      about to do— something that violates the law or the Company’s
      policies.


·
            You
      have personally engaged in
misconduct.





If you
are unsure as to the best course of action in a particular situation, or if you
have a specific business conduct question, you have options. The most important
thing is that you ask the question or raise the concern. Your supervisor is
usually a good place to start with a compliance issue. You may also get help or
advice from Melinda Patterson, Senior Vice President, Human
Resources.





Any
employee who, in good faith, seeks advice, raises a concern or reports
misconduct is following this Code—and doing the right thing. The Company does
not permit retaliation of any kind against good faith reports or complaints of
violations of this Code or other illegal or unethical conduct.





ARTICLE
II


AVOIDANCE
OF CONFLICT OF INTEREST





Section
201 – General.Directors,
officers and employees are expected to be free of outside affiliations,
activities, interests and influences which are incompatible with their service
to the Company, and which might adversely affect the exercise of their judgment
or of the performance of their duties in its best interest.




All
directors, officers, and employees are expected to take an objective look at
their actions from time to time and inquire whether or not a reasonable
disinterested observer, a customer, a supplier, a shareholder, an acquaintance
or a government official, would have any grounds to believe:




1.
            The
      confidential nature of account relationships has been
  breached.2.
            Fiduciary
      responsibilities are handled in a less than prudent manner.3.
            Business
      is done with the Company only on the basis of friendships, family-ties,
      gift receiving or giving, or to curry favor with special interest
      groups.


4.
            The
      Company’s name is used as leverage by directors, officers or employees to
      enhance their political, investment or retail purchasing
      activities.5.
            The
      needs of the public are not considered in making business
    decisions.





As a
practical test in determining conflicts of interest, personnel should consider
that if the facts of a situation became reported and publicly known, would the
Company, the individual and any outside party be without embarrassment and would
there be any question of credibility.




It should
be kept in mind that the appearance of a conflict or impropriety can sometimes
be as damaging as the actual act.  In the event a potential conflict
of interest does arise involving a member of the Board of Directors, its nature
and extent should be fully disclosed immediately to the Company’s Board of
Directors.




1




Section
202 – Administration of the Code of Ethics. The Board of Directors
of PRO FINANCIAL has adopted this Code of Ethics and delegated to the Chief
Executive Officer the responsibility for its administration throughout the
Company.




It is the
responsibility of each director, officer and employee to be familiar with the
Company’s Code of Ethics and to abide by the letter and spirit of its provisions
at all times.  All new employees are provided with a copy of the code
at the time of their orientation.  Periodically, officers and certain
other personnel in administration or otherwise sensitive positions may be
required to submit a statement of personal interest as continued evidence of
their compliance with the Code of Ethics.




Section
203 - Fiduciary Appointment.Except
for a member of an officer’s or employee’s immediate family, prior approval by
the Chief Executive Officer or President of the Company is required before
acceptance by an officer or employee of appointment as fiduciary or co-fiduciary
(executor, administrator, guardian or trustee) of customers of the Company,
either with the Company or with another person, firm or
corporation.  Immediate family is defined as spouse, parents, children
and/or siblings.




Except
for previously established professional or family relationships, and to avoid
the appearance of any impropriety, directors should exercise reasonable
discretion in accepting appointment as a fiduciary or co-fiduciary (executor,
administrator, guardian or trustee) of customers of the Company, either with the
Company or with another person, firm or corporation.




Section
204 - Beneficiary under a Will or Trust. Officers and
employees must report any gift of a beneficial interest or legacy under wills or
trusts of customers of the Company, other than a relative, at such time as the
officer or employee learns of the designation.  The objective of such
a notification requirement is to allow for consideration of all the facts in
each case to make certain there are no real conflicts of interest and that a
reasonable disinterested third party could not allege a conflict of interest
upon the officer or employee in receipt of the benefit.




If this
reporting requirement results in a decision that a real or apparent conflict
exists or could exist, the officer or employee will be expected to make every
effort to be relieved of the expectation or benefit and will probably be
required to renounce the gift should it come to the officer or employee by
operation of law.  If a beneficial interest or legacy becomes payable
to an officer or employee by reason of death of a customer or otherwise, and the
early notification procedure set forth above has not been followed, ordinarily
the officer or employee will be required to renounce the gift, unless there is a
showing that the officer or employee’s relationships with the settler or
testator predated significantly either the officer or employee’s hiring by the
Company or the initiation of business with the Company by the settler or
testator.




Section
205 - Lending Relationships. It is the position of the Company that
lending services be available to serve the legitimate and deserving credit needs
of all customers on an equal basis.  Loan terms and conditions shall
be based upon a borrower’s creditworthiness.




Section
206 - Prohibited Lending Practices.Lending Officers are not
permitted to process loan applications or to extend credit to members of their
immediate family.  Immediate family is defined as spouse, parents,
children, and/or siblings.  Any such loan application must be referred
to another Lending Officer.




Extending
credit to companies in which the Lending Officer has an interest as a director,
officer, controlling person, or partner, or in which a member of the Lending
Officer’s immediate family has such an interest, is not
permitted.




ARTICLE
III


EMPLOYMENT
AND PARTICIPATION IN OUTSIDE ACTIVITIES





Section
301 – Outside Employment.Full-time officers and
employees should carefully scrutinize outside employment, including the
performing of any services for compensation, to avoid potential conflict of
interest and excessive demands on one’s time.




2






Outside
employment may be undertaken, unless objected to by the Chief Executive Officer,
President, or the Board of Directors of the Bank, on the grounds that such
outside employment interferes with job performance or has the appearance of a
conflict of interest with the Company.  PRO FINANCIAL’s Human Resource
Department should be advised of outside employment.  Discretion should
be used when seeking outside employment, adhering to the Code of
Ethics.




Section
302 – Participation in Public Affairs.It is the philosophy of
the Company to encourage on the part of its officers and employees a full
awareness and interest in civic and political responsibility.  Each
officer and employee shall have the opportunity to support community activities
or the political process, as he desires.




Voluntary
efforts for civic activities normally take place outside of regular business
hours.  If voluntary work requires Company time, prior approval should
be obtained from the Chief Executive Officer, President, or the Board of
Directors.




However,
due to legal prohibitions against political activity by banks and business
corporations, approval will be denied for the use of normal working time in
connection with activities related to a primary or general election for
political office or for a political convention or caucus.  In all
cases, officers and employees involved in civic or political activities do so as
individuals and not as representatives of the Company.




Section
303 – Service on Outside Boards. Officers and employees must be
constantly aware when considering election or appointment to corporate boards,
public offices, commissions, or becoming an officer or director of a non-profit
organization, that serving in such capacity will not place them in a position
where a potential conflict of interest may exist.  Any questions
concerning the propriety of participation in such activities should be brought
to the attention of the Chief Executive Officer, President, or Board of
Directors of PRO FINANCIAL.




Unless
specifically approved by the PRO FINANCIAL Board of Directors, no director,
officer or employee shall serve on the Board of Directors of any non-bank entity
which:




·
            Competes
      with the Company;


·
            Is
      in substantial default to the Company on any loan, contract, or other
      obligation; or


·
            Is
      involved in a substantial controversy or litigation with the
      Company.




In like
manner, no director, officer or employee shall serve as a director of any
corporate/bank entity where such circumstances exist.





ARTICLE
IV


IMPROPER
USE OF COMPANY POSITION AND PROPERTY





Section
401 – Gifts.No director, officer or
employee should give or accept any cash, gifts, special accommodations, favors
or the use of property or facilities to or from anyone with whom such person is
negotiating, soliciting, or being solicited for business on behalf of the
Company.




Each
Company director, officer and employee must adhere to all aspects of the Crime
Control Act, particularly as outlined in the Bank Bribery Statute.




The
Company expects staff members to render efficient and courteous service to its
customers at all times without expectation of reward.  To avoid even
the implication of any impropriety, it is important that each staff member
decline any gifts, the acceptance of which would raise even the slightest doubt
of improper influence.  The Office of the Comptroller of the Currency
(OCC) states that:  The statute is intended to prevent a payoff to
bank officials as quid
pro quo either to induce a particular transaction or as a “gratuity” in
support of a particular transaction.  Thus, where a benefit is given
or received as a result of a banking transaction, the statute may be
violated.  It, however, is not intended to prescribe the receipt of
gratuities or favors of nominal value when it is clear from the circumstances
that:




a)
            The
      customer or vendor is not trying to exert any influence over the Company
      official in connection with a transaction; and


b)
            The
      gratuity or favor is, in fact
unsolicited.




There are
a number of instances where a Company official, without risk of corruption or
breach of trust, may accept something of value from someone not doing or seeking
to do business with the Company.  The most common examples are the
business luncheon or the holiday season gift from a customer or
vendor.




·
            In
      general, there is no threat of a violation of the statute if the
      acceptance is based on a family or personal relationship existing
      independent of business of the institution;


·
            If
      the benefit is available to the general public under the same conditions
      on which it is available to the Company official; or


·
            If
      the benefit would be paid for by the Company as a reasonable business
      expense, if not paid for by another
party.




3




Section
402. – Other Exceptions.  Other exceptions
to the general prohibition regarding acceptance of things of value in connection
with Company business may include:




a)
            Acceptance
      of gifts, gratuities, amenities or favors based on obvious family or
      personal relationships (such as those with parents, children or spouse of
      a Company official) when the circumstances make it clear that it is those
      relationships, rather than the business of the Company which are the
      motivating factors;




b)
            Acceptance
      of meals, refreshments, travel arrangements or accommodations, or
      entertainment, all of reasonable value, in the course of a meeting or
      other occasion, the purpose of which is to hold bona fide business
      discussions or to foster better business relations; provided that the
      expense would be paid for by the Company as a reasonable business expense
      if not paid for by another party;




c)
            Acceptance
      of loans from other banks or financial institutions on customary terms to
      finance proper and usual activities of Company
  officials;




d)
            Acceptance
      of advertising or promotional material of reasonable
  value;




e)
            Acceptance
      of discounts or rebates on merchandise or services that do not exceed
      those available to other customers;




f)
            Acceptance
      of gifts of reasonable value related to commonly recognized events or
      occasions, such as a promotion, new job, wedding, retirement, Christmas,
      and similar events and occasions;
and




g)
            Acceptance
      of civic, charitable, educational or religious organizational awards for
      recognition of service and
accomplishment.




Section
403 – Charitable Donations.The Company has historically
supported, and will continue to support worthwhile charities in its local
markets and elsewhere as it deems appropriate. The same conflict of interest
considerations contained in Article Two hereof apply to relationships between
directors, officers and employees and charitable organizations. In particular,
sizeable charitable donations (those in excess of $120,000) may never be made on
behalf of the Company in any of the following situations:


·
              To
      a charitable organization which is controlled by a director, officer,
      employee of the Company or a member of their immediate
      family;
 ·
              To
      a charitable organization which employs a director, officer, employee or a
      member of their immediate family; or·
              In
      any situation in which a donation to a charitable organization would
      directly or indirectly provide a material benefit to a director, officer
      or employee of the Company or a member of their immediate
  family.


Section
404 – Preferential Treatment.  No director, officer or employee
of the Company shall acquire or appropriate to his own personal use any Company
property, service, or profits opportunity on the basis of or under situations
not available to members of the public, except for the following:




·
            Board
      approved special employee programs/services;


·
            Purchase
      of property from the Company, provided the purchase price is the fair
      market value, and such value should be properly documented;
    or·
            Loans
      at rates and terms set forth in the Company’s current Employee Loan
      Policy.






Section
405 – Community Involvement.Federal and State laws
prohibit or restrict participation in certain political processes by the
Company, including the use of its property, equipment, supplies and
facilities.  It is illegal to use Company funds for the purpose of
making contributions or expenditures in connection with elections to a local,
state or federal office.  However, the Federal Election Campaign does
permit the use of Company funds and assets for limited political purposes, such
as:




a)
            Establishing
      political action committees to solicit contributions to separate political
      funds to be utilized for political purposes;


b)
            Communicating
      direct political messages to shareholders; or


c)
            Implementing
      non-partisan voter registration or “get-out-the-vote”
      campaigns.




4




Company
policies regarding political contributions are not intended to discourage staff
members from making personal contributions to candidates or political parties of
their choice.  No pressure, either direct or indirect, will be used by
the Company, which infringes on an employee’s right to decide to whom political
contributions will be made.




Section
406 – Improper Transactions and Payments.It is commonly
recognized that there is a direct correlation between illegal and improper
payments and inaccurate records.  To guarantee the accuracy of the
Company’s books and records, the following principles should be
observed:




a)
            All
      transactions or conduct of Company business must be properly reflected in
      the Company’s books;


b)
            All
      expenditures or costs incurred on behalf of the Company must be properly
      documented. Such documentation shall include a receipt, statement of
      business purpose and identification of the individuals.c)
            No
      secret, unrecorded funds of Company money or other assets may be
      established or maintained;





d)
            Any
      payment is prohibited if no record of its disbursement is entered in
      the       Company’s accounting records;
      and


e)
            Making
      false and fictitious entries in the books or records of the Company or
      issuing false or misleading documents; are prohibited and in most
      circumstances will constitute a criminal
  offense.





ARTICLE
V


ANTITRUST
COMPLIANCE





Section
501 - Relationships with Competitors.The antitrust laws are
intended to preserve and foster the American economic system of free enterprise
by assuring energetic, but fair competition among business firms; and to prevent
business activity that results in undue or unfair restraint or competition, the
formation of monopolies, and various undesirable business
practices.




In
providing its full range of financial and trust services, the Company engages in
vigorous, yet fair and open competition.  All of the directors,
officers and employees are expected to observe the highest standards of ethical
conduct in relationships with competitors.  It is the Company’s policy
to emphasize the quality and competence of services and staff, rather than to
criticize those of competitors.




Directors,
officers and employees of the Company are prohibited from entering into
arrangements with competitors for the purpose of setting or controlling prices,
rates, trade practices, marketing policies, or disclosing to competitors future
plans of the Company which have not been disclosed to the general
public.




Section
502 – Tie-Ins and Executive Dealings. Antitrust laws require that the
Company may not in any manner extend credit, lease or sell property of any kind,
furnish any services, or fix or vary the consideration for any of the foregoing,
on the condition or requirement that:




a)
            The
      customer obtains some additional credit, property or service other than a
      loan, discount, deposit or trust service;


b)
            That
      the customer obtains any additional service from the
    Company;


c)
            That
      the customer provide some additional service for the Company;
      or


d)
            That
      the customer shall not obtain some service from a competitor of the
      Company.




Company
personnel must be alert to recognize situations, transactions, and activities
actually or potentially affected by antitrust laws.  Recent trends
indicate that day-to-day banking transactions can be expected to receive
increasing attention from the government and the courts.  Individuals
should refer promptly any questionable matters for guidance and resolution to
the CEO and Board of Directors.





ARTICLE
VI


CONDUCT
OF INSIDER TRADING





Section
601 – Insider Trading. All directors, officers and employees (“Insiders”)
of the Company are prohibited from buying and selling PRO FINANCIAL securities,
and advising (“tipping”) others who may buy or sell PRO FINANCIAL securities,
when such persons are in possession of material, nonpublic information regarding
PRO FINANCIAL. Insiders may, however, purchase or sell PRO FINANCIAL securities
when in possession of material, nonpublic information, if such purchase or sale
is made pursuant to a safe
harbor SEC Rule 10b5-1 Plan executed by the Insider when not in
possession of material, nonpublic information regarding PRO
FINANCIAL.




5




Section
602 – Sale or Purchase of Company Assets. Decisions regarding sale or
purchase of Company assets and services must be made in the best interests of
the Company with no influence on insiders resulting from gifts, entertainment,
or gratuities.  All conduct of such business must be “at arm’s
length”.




Section
603 – Regulation O. 12 CFR 215, or Federal Regulation O, defines
“insiders” as directors, executive officers and principal
shareholders.  These people must take care that their conduct does not
violate rules relating to self-dealing and personal gain.  At no time
are members of this group allowed to take advantage of their position in the
Company for personal profit or influence over credit and other deceptions with
regard to their business or personal interests.




Please
refer to those certain reporting and disclosure requirements set forth under
Federal Reserve Bank Board’s Regulation O, established under Titles VIII and IX
of the Financial Institutions Regulatory and Interest Rate Control Act of l978
(FIRA).  Supervising officers are expected to make every reasonable
effort to ensure that their staff continues to comply with the provisions of
this Code of Ethics.




Section
604 – Full Disclosure. Directors, principal shareholders and executive
officers must make annual disclosures to the entire Board of any actual and
potential conflicts of interest and any potential conflicts of their related
interests.





ARTICLE
VII


CONFIDENTIALITY
POLICY





Company
employees are privileged to confidential customer, employee and bank
information.  Employees are trusted not to reveal confidential
information.  The Company and its employees are judged by their
reputation for integrity; therefore, each employee must always observe the
Company’s Code of Confidentiality, as set forth in this Article.




Employees
who violate the Company’s Code of Confidentiality including, but not limited to
violations outlined below, are subject to disciplinary procedures and possible
dismissal.




Section
701 – Federal Privacy Provision.  The Gramm-Leach-Bliley Act is
a federal law providing for the privacy protection of customers of financial
institutions.  Under this Act, financial institutions have an ongoing
obligation to protect the privacy of their customers by not disclosing nonpublic
personal information pertaining to their customers without the customer’s prior
knowledge or notice of the privacy/disclosure policy.  In general,
financial institutions must provide advance notice of their privacy/disclosure
policy before information can be released.  In addition, financial
institutions must generally give their customers the opportunity to opt-out of
the disclosure of nonpublic information.  If a customer opts-out of
the policy, the financial institution may not disclose nonpublic personal
information about that customer.




Section
702 – Code of Confidentiality.  The use of confidential
information obtained through, or as a consequence of employment in the Company,
must be limited to the proper conduct of the Company’s
business.  Neither the Company, nor any member of its staff may use or
permit others to use such confidential information for the purpose of furthering
a private interest or as a means of making a profit.  Information
about customers can be released only when authorized by the customer, court
order, or a subpoena issued by a court or by the Internal Revenue Service and
then the information must be accurate and within the confines of the authorizing
document. Pursuant to this Article:




a)
            Employees
      must not discuss confidential information with other employees except when
      necessary for business purposes;


b)
            Employees
      must be discreet in discussing customer, employee or Bank information in
      the Company, where conversations may be overheard;


c)
            Confidential
      documents must not be left unattended on desktops or customer
      counters;


d)
            Confidential
      information must never be discussed with friends, relatives or any other
      persons outside the Company.  This would betray the
      bank-customer relationship and may be damaging to the Company’s interest
      and reputation;


e)
            Confidential
      information about the Company, its customers or employees must not be used
      by any other employee for his/her own benefit or misused in any other way;
      and


f)
            Release
      of unpublished, inside information regarding the Company’s condition,
      earnings, prospects or expansion activities is
  prohibited.




6





Confidential
information is not only secret, sensitive or potentially embarrassing
information, obtained as a result of employment at the Company, pertaining to
customers, staff, or the Company itself, it also includes information received
in connection with providing Company services.  It extends to
personal, customer, prospective customer, and bank-related information obtained
in confidence, as well as that gathered from third parties, as a result of our
function(s) as a financial institution and trust company.  The Company
reserves the sole and exclusive right to categorize information as
“confidential” at its option and in its opinion.




As a rule
of thumb, please avoid “gossip” which is in any way employment-related, both on
and off Company premises.




Section
703 – Disclosure of Deposit Account Information.Effective October 1,
l989, Florida Statute 655.059 imposed certain limitations on the disclosure of
account information.  This created concern in the banking industry
regarding a bank’s liability to divulge information about a customer’s account
without the customer’s expressed approval.  The law also provides that
disclosure may be made if a resolution is passed by a bank’s Board of
Directors.





ARTICLE
VIII


CONDUCT
IN THE WORKPLACE





Section
801 - Health and SafetyThe Company strives to
provide each employee with a clean, safe and healthy place to work. To achieve
that goal, all employees must understand the shared responsibilities of abiding
by all safety rules and practices, taking the necessary precautions to protect
oneself and coworkers, and reporting immediately any unsafe conditions,
practices or accidents.





Section
802 – Drugs and AlcoholWork requires clear
thinking and, often, the ability to react quickly. Being under the influence of
alcohol or drugs or improperly using medication diminishes your ability to
perform at your best. It is the Company’s policy to prohibit the sale, use,
possession or influence of alcohol or nonprescription controlled substances,
including illegal drugs, on Company property. If you observe any drug or alcohol
abuse, you should report it to your supervisor or the Human Resources
Department.





Section
803 – Diversity The Company welcomes
diversity in its workplace and among its customers and suppliers. The Company is
committed to equal employment without regard to race, color, religion, sex,
national origin, age, medical condition or disability, sexual orientation,
veteran status or any other characteristic protected by law.





Section
804 – Harassment in the WorkplaceWe are all expected to
treat others with respect and fairness. Workplace harassment is any unwelcome or
unwanted attention or discriminatory conduct based on an individual's race,
color, religion, sex, national origin, age, medical condition or disability,
sexual orientation, veteran status or any other illegal or inappropriate basis.
It can also include verbal, nonverbal or physical abuse. Something that is
considered harmless by one individual may be perceived as harassment by another.
You are expected to conduct yourself in a manner appropriate to the workplace,
to keep all work environments free of harassment, and to conduct relationships
with appropriate behavior and integrity.





Section
805 –Employee PrivacyThe Company respects
every employee's right to confidentiality of certain employment records,
including certain health information, as well as the privacy of personal
activities outside of business hours. The Company collects and maintains
personal information that relates to each employee, including medical and
benefit information. The Company takes special care to limit access to personal
information to company personnel who need to know such information for a
legitimate purpose. Employees who are responsible for maintaining personal
information, and those who are provided access to such information must not
disclose it inappropriately. The Company has rights of access to all company
property, including computers, and all communications, e-mail and voicemail
messages, records and information created in the business setting, regardless of
whether the individual considers the information or communication to be
private.





Section
806 –Use of Information Systems (Computers)Information
systems -- the hardware, software and data that is stored processed and reported
– are critical to business success. Examples include your desktop or laptop
computer, telephones, file servers and network, and e-mail messages. All
employees must use these systems responsibly and primarily for legitimate
business purposes. Company policy prohibits the use of its information systems
for the purpose of:




7




·
              Engaging
      in communications that might be considered illegal, offensive, defamatory,
      harassing, obscene, vulgar, or otherwise disruptive to normal business
      activity.
 ·
              Visiting
      inappropriate Internet sites.
 ·
              Improperly
      disseminating copyrighted or licensed materials or confidential and
      proprietary information.·
              Installing
      hardware or software without advance authorization from the Company’s
      Information Technology (IT) Department.


Any
communications you have at work (e-mail, voicemail, etc.) are not necessarily
private. Records of your communications may be made and used for a variety of
reasons, and may be monitored to verify that Company policies are being
followed.





Section
807 – Company AssetsThe Company’s assets include its
facilities, computers, inventory, trade secrets, office supplies, equipment,
products, confidential information, and funds. All employees are responsible for
using good judgment to ensure that these assets are not misused or wasted.
Theft, carelessness and waste have a direct impact on the Company’s
profitability. Also, any misuse or misappropriation of the Company’s assets may
be considered criminal and can bring severe consequences.




8




CODE
OF ETHICS SIGNATURE PAGE ACKNOWLEDGEMENT




I,
____________________________________,
____________________________________


(Name)                                                                                          (Title)





Do hereby
acknowledge that I have read the foregoing CODE OF ETHICS of Pro
Financial Holdings, Inc., and do agree to comply with the statements contained
therein.











______________________________________                                                                                     _________________________________


(Signature
of
Director/Officer/Employee)                                                                                                                   Date











______________________________________


Witness
(H.R. Officer/Corporate Secretary)








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