EXHIBIT 10.10

                      Independent Bankers' Bank of Florida

                          ESCROW AND TRANSFER AGREEMENT

     This  Escrow and  Transfer  Agreement  ("Agreement")  is  entered  into and
effective  this 15th day of May 2002,  by and between  PSB  BancGroup,  Inc.,  a
Florida corporation (the "Company") and the Independent Bankers' Bank of Florida
("Escrow and Transfer Agent" or "Agent").

                                   WITNESSETH:

     WHEREAS,  the Company  will  solicit  holders of warrants  ("Warrants")  to
purchase  Company  common stock or to sell their  Warrants to third  parties for
$0.25 per Warrant ("Purchase Payment");

     WHEREAS,  the  Company  will  solicit  prospective  investors  to  purchase
Warrants for $0.25 per Warrant and subsequently  exercise the purchased Warrants
thereby  purchasing  Company common stock  ("Common  Stock") for $9.00 per share
("Exercise Payment");

     WHEREAS,  such activities and the Company's Prospectus originally contained
in a post-  effective  amendment  to a Form SB-2 filed with the  Securities  and
Exchange Commission on May 1, 2002, as subsequently modified ("Prospectus") will
be parts of a registered  stock  offering  ("Offering")  to commence on the date
such amendment is declared effective by the Securities and Exchange Commission;

     WHEREAS,  the Company has requested the Escrow and Transfer  Agent to serve
as the  depository  for funds  representing  the  Purchase  Prices and  Exercise
Prices,  Warrant  certificates  ("Warrant  Certificates"),  Warrant Purchase and
Exercise Forms ("Purchase  Forms") and Warrant Deposit and Sales Forms ("Deposit
Forms");

     WHEREAS,  the  Company  has  requested  the  Escrow and  Transfer  Agent to
transfer Warrant Certificates deposited pursuant to, and in accordance with, the
terms and conditions contained in the Company's Prospectus; and

     WHEREAS, the Offering will terminate at 5:00 p.m. Eastern Time on September
9, 2002,  unless  extended  by the Company  pursuant  to its Second  Amended and
Restated Warrant Plan.

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  understandings
contained herein, the parties agree as follows:

     Section 1.  Appointment.  The Company  hereby  appoints and  designates the
Escrow and Transfer  Agent for the purposes set forth  herein.  The Escrow Agent
acknowledges  and  accepts  said   appointment  and  designation.   The  Company
understands  that the Escrow and Transfer Agent,  by accepting said  appointment
and  designation,  in no way  endorses the merits of the  Offering.  The Company
agrees to notify any person acting on its behalf that the position of Escrow and
Transfer Agent does not  constitute  such an  endorsement,  and to prohibit said
persons  from the use of the Agent's name as an endorser of such  offering.  The
Company  further  agrees to allow the  Escrow and  Transfer  Agent to review any
sales  literature  in  which  the  Agent's  name  appears  and  which is used in
connection with such offering.


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     Section 2. Time of Offering. The Offering shall expire at 5:00 p.m. Eastern
Time (the "Close of Business") on September 9, 2002, subject to extension in the
sole  discretion  of the  Company at any time  before the Close of  Business  on
September 9, 2002.  From the date of the Company's  Prospectus,  and  thereafter
until  the  Close of  Business  on  September  9, 2002  (unless  extended),  the
Warrants,  Purchase  Price and  Exercise  Price may be deposited on any business
day.  After the Close of Business on September 9, 2002  (unless  extended),  the
Warrants will become void and of no value.

     Section 3.  Acceptance and Rejection of Deposits.  Upon receiving a Warrant
holder's  Warrant  Certificate  and Deposit Form,  the Escrow and Transfer Agent
shall  determine if the Deposit Form has been properly  completed.  If the Agent
determines that it has not been properly completed,  it shall return the Warrant
Certificate  and  Deposit  Form  to  the  holder  along  with a  written  notice
describing the deficiency and instructions on how to resubmit such items. If the
Agent  determines  that the Deposit Form has been properly  completed,  it shall
accept the Warrant  Certificate and Deposit Form and hold them in escrow pending
a Closing, as described in Section 8.

     Section 4.  Rejection of  Purchases.  Upon  receiving an Exercise  Payment,
Purchase  Payment  and  Purchase  Form,  the Escrow  and  Transfer  Agent  shall
determine  if the  Purchase  Form  has been  properly  completed.  If the  Agent
determines that it has not been properly completed, it shall return the Exercise
Payment,  Purchase  Payment  and  Purchase  Form  along  with a  written  notice
describing the deficiency and instructions on how to resubmit such items. If the
Agent  determines that the only deficiency is that incorrect funds were included
to purchase the number of Warrants  and shares of Common Stock  indicated on the
Purchase  Form,  the Escrow and Transfer Agent may treat the Purchase Form as if
it  indicated  the nearest  number of whole  Warrants  and shares which could be
purchased  with the submitted  funds and proceed under the provisions of Section
5.

     Section 5.  Acceptance  of  Purchases.  If the Escrow  and  Transfer  Agent
determines  that a Purchase Form has been properly  completed,  it shall provide
the  Company  with a written  notice of the  depositor's  name and the number of
Warrants  and  shares  the  depositor  has  indicated  the  depositor  wishes to
purchase.  The Company shall then have five business days in which to notify the
Escrow and Transfer Agent in writing, whether it will accept the order, in whole
or in part.  To the extent the Company  accepts the order,  the Agent shall hold
the Purchase  Form,  Exercise  Payment and Purchase  Payment in escrow pending a
Closing, as described in Section 8. The Agent shall credit the escrow account on
the date of receipt for any  submitted  certified  funds and within two business
days for any other  manner of  payment.  To the  extent the  Company  rejects an
order,  the Escrow and  Transfer  Agent shall  return the  Exercise  Payment and
Purchase payment within two business days.

     Section  6.  Dishonored  Payments.  In the event any  Exercise  Payment  or
Purchase  Payment is  dishonored  for  payment  for any  reason,  the Escrow and
Transfer  Agent shall  orally  notify the  depositor  and the Company as soon as
practicable.  In such  instances,  the Agent shall return the Exercise  Payment,
Purchase  Payment and Purchase Form to the depositor within two business days of
such payments being dishonored.

     Section 7. Time of  Closings.  The Escrow and  Transfer  Agent shall hold a
closing  immediately  before the Close of Business on  September  9, 2002 (or at
such later date to which the Company may extend the expiration of the Warrants).
The  Company  may also  direct the Escrow and  Transfer  Agent to hold  Closings
beginning  upon its  acceptance  of  Warrant  Certificates,  Purchase  Payments,



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Exercise  Payments,  Deposit Forms and Purchase Forms  representing  Warrants to
purchase 55,556 shares of Common Stock and from time to time thereafter.

     Section  8.  Closing  Procedures.   At  each  Closing  (or  thereafter,  as
specified), the Escrow and Transfer Agent shall:

        (i)     match  orders  represented  by Deposit Forms and Purchase Forms,
                on a first- come-first-served basis;

        (ii)    transfer Warrants from depositing Warrant holders to purchasers;

        (iii)   exercise Warrants on purchasers' behalf;

        (iv)    remit  7%, or $0.63, of the Exercise Payment to Kendrick, Pierce
                Securities, Inc. within three business days of each Closing;

        (v)     remit  gross proceeds  of  $8.37  to  Company  together with all
                accepted and matched  Deposit  Forms and  Purchase  Forms within
                three business days of each Closing;

        (vi)    remit Purchase Payments to the depositing Warrant holders within
                three business days of each Closing;

        (vii)   at the final Closing, remit any interest earned on funds held in
                the escrow account to the Company; and

        (viii)  promptly  following  the final closing, return to the applicable
                purchasers any funds and Purchase Forms for which Warrants  were
                not available for purchase.

     Section 9.  Revocation  of Deposit.  Pursuant to a notice  delivered by the
Company to holders of Warrants  deposited  into the escrow account that have not
been  allocated for sale to a prospective  purchaser,  10 business days prior to
the  expiration  date of the  Warrants,  such holders will be entitled to revoke
their deposits of Warrants into the escrow account,  and the Escrow and Transfer
Agent shall return such Warrants upon instruction from such holders.

     Section 10.  Cancellation.  If the exchange activities  contemplated by the
Offering  are canceled by the Company at any time prior to September 9, 2002 (or
later, if extended),  then the Escrow and Transfer Agent shall promptly remit to
each depositor at the address set forth in the Purchase Form, an amount equal to
the amount of the Exercise Payment and Purchase Payment  thereunder.  In such an
event,  the Agent  shall  remit any  interest  earned on  escrowed  funds to the
Company within three business days.

     Section  11.  Investment  of Funds.  Pending  disposition  of the  Exercise
Payment and Purchase Payment under this Agreement, the Escrow and Transfer Agent
will  invest  accepted  Exercise  Payments  and  Purchase  Payments,  in  $1,000
increments  above a  maintained  balance of  $50,000,  in  overnight  repurchase
agreement  collateralized at 102% with obligations of the United States Treasury
or United States Government agencies.  These repurchase  agreement  transactions
will earn interest at a market rate to be set by the seller.

     Section 12.  Termination of Duties.  The obligations as Escrow and Transfer
Agent  thereunder  shall terminate upon the Agent's  transferring all funds held
hereunder pursuant to the terms of Sections 7, 8, 9 and 10.



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     Section  13.  Manner of  Acting.  The Escrow and  Transfer  Agent  shall be
protected  in  acting  upon  any  written  notice,  request,   waiver,  consent,
certificate,  receipt, authorization, or other paper or document which the Agent
believes to be genuine and what it purports to be.

     Section 14. Waiver of Liability. The Escrow and Transfer Agent shall not be
liable for anything  which the Agent may do or refrain from doing in  connection
with  this  Agreement,   except  for  the  Agent's  own  negligence  or  willful
misconduct.

     Section 15. Legal  Counsel.  The Escrow and Transfer  Agent may confer with
legal  counsel in the event of any dispute or questions to the  construction  of
any of the provisions  hereof, or the Agent's duties hereunder,  and shall incur
no  liability  and  shall be fully  protect  in acting  in  accordance  with the
opinions and  instructions of such counsel.  Any and all expenses and legal fees
in this regard will be paid by the Company.

     Section 16. Disputes.  In the event of any disagreement between the Company
and any other  person  resulting  in adverse  claims and  demands  being made in
connection with any funds involved herein or affected hereby, the Agent shall be
entitled  to refuse  to comply  with  such  claims  or  demands  as long as such
disagreement may continue,  and in so refusing,  shall make no delivery or other
disposition of any funds then held under this  Agreement,  and in so doing shall
be  entitled  to  continue  to refrain  from  acting  until the right of adverse
claimants  shall have been notified in writing of such  agreement  signed by the
parties thereto. In the event of such disagreement, the Agent may, but need not,
tender into the  registry or custody of any court of competent  jurisdiction  in
Columbia County,  Florida, all money or property in the Agent's possession under
the terms of this Agreement,  together with such legal  proceedings as the agent
deems  appropriate  and thereupon to be discharged form all further duties under
this Agreement.  The filing of any such legal  proceedings shall not deprive the
Agent of compensation earned prior to such filing. The Escrow and Transfer Agent
shall  have no  obligation  to take any  legal  action in  connection  with this
Agreement or towards its  enforcement,  or to appear in, prosecute or defend any
action or legal  proceeding  which would or might involve the Agent in any cost,
expense, loss or liability unless indemnification shall be furnished.

     Section 17.  Resignation.  The Escrow and Transfer Agent may resign for any
reason, upon thirty (30) days written notice to the Company. Upon the expiration
of such thirty (30) day notice period,  the Escrow Agent shall deliver all funds
in possession  under this  Agreement to any successor  Escrow and Transfer Agent
appointed by the Company,  or if no successor Escrow and Transfer Agent has been
appointed,  to any court of competent jurisdiction in Columbia County,  Florida.
Upon either such delivery,  the Escrow and Transfer Agent shall be released form
any and all liability under this Agreement.  A termination  under this paragraph
shall in no way change the terms of Sections 13 and 18  affecting  reimbursement
of expenses, indemnity and fees.

     Section 18. Service Charges.  The Escrow and Transfer Agent will charge the
Company for services  hereunder a fee of $1,500.00,  plus an  additional  fee of
$5.00 for each  check  issued,  $10.00  for each wire  transfer,  $5.00 for each
e-mail or facsimile  transmission  and $0.50 for each photocopy  necessitated in
the performance of duties, with total fees for services not to exceed $3,000.00.
All actual  expenses and costs  incurred by the Agent in performing  obligations
under this Agreement will be paid by the Company. All fees and expenses shall be
paid at the final Closing by the Company.  Any subsequent fees and expenses will
be paid by the Company upon receipt of invoice.


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     Section 19. Notices to Company and Agent.  All notices,  consents,  waivers
and other  communications  under this Agreement must be in writing,  and will be
deemed  to have  been duly  given:  (i) when  delivered  by hand  (with  written
confirmation  of receipt);  (ii) when  received by the  addressee,  if sent by a
nationally  recognized overnight delivery service (receipt requested);  or (iii)
five days after mailing by first class mail,  postage  prepaid,  in each case to
the  appropriate  address  set  forth  below  (or to such  other  addresses  and
telecopier numbers as a party may designate by notice to the other parties):

   PSB BancGroup, Inc.                    Independent Bankers' Bank of Florida
   500 South 1st Street                   615 Crescent Executive Court, Ste. 400
   Lake City, Florida 32025               Lake Mary, Florida 32748
   Attention: Robert W. Woodard           Attention: Michael Martin
   Telephone: (386) 754-0002              Telephone:(407) 541-1620
   Telecopier: (386) 754-0919             Telecopier: (407) 541-1699

     Section 20. Successors. The rights created by this Agreement shall inure to
the benefit of, and the  obligations  created  hereby  shall be binding upon the
successors and assigns of the Escrow and Transfer Agent and the parties hereto.

     Section 21.  Governing Law. This Agreement  shall be construed and enforced
according to the laws of the State of Florida and venue for any action hereunder
shall lie in Seminole County.

     Section  22.  Counterparts.  This  Agreement  may be  executed  in  several
counterparts, which taken together shall constitute a single document.

     Section  23.  Entire  Agreement.  This  Agreement  constitutes  the  entire
understanding   and  agreement  of  the  parties  hereto  with  respect  to  the
transactions   described   herein  and  supersedes   all  prior   agreements  or
understandings, written or oral, between the parties with respect thereto.

     Section 24. Severability. If any provision of this Agreement is declared by
a court of competent  jurisdiction  to be invalid,  void or  unenforceable,  the
remaining provision shall nevertheless continue in full force and effect without
being impaired or invalidated in any way.

     Section 25. Internal Revenue Service.  The Company shall provide the Escrow
and Transfer  Agent with its Employer  Identification  Number as assigned by the
Internal Revenue Service. Additionally, the Company shall complete and return to
the Escrow and  Transfer  Agent any and all tax forms or reports  required to be
maintained or obtained by the Escrow and Transfer Agent.

     Section 26. Consent to Filing.  The authorized  signature of the Escrow and
Transfer Agent hereto is consent that a signed copy hereof may be filed with the
various  regulatory  authorities  of the State of Florida  and with any  Federal
Government agencies or regulatory authorities.




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     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
and year first written above.

                                 PSB BANCGROUP, INC.
                                 Address:          500 South 1st Street, Suite 1
                                                   Lake City, Florida 32025
                                 Fax:              (386) 754-0919
                                 Phone:            (386) 754-0002

                                 By: /s/Robert W. Woodard
                                        Robert W. Woodard
                                        President and Chief Executive Officer


                                 INDEPENDENT BANKERS' BANK OF FLORIDA
                                 Address:          615 Crescent Executive Court
                                                   Suite 400
                                                   Lake Mary, Florida 32746-2109
                                 Fax:              (407) 541-1663
                                 Phone:            (407) 541-1620


                                 By: /s/ Michael Martin
                                       Michael Martin
                                       Vice President







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