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                                                                     EXHIBIT 4.5


                        AMENDED AND RESTATED WARRANT PLAN



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                              AMENDED AND RESTATED
                                  WARRANT PLAN
                                       OF
                        FLORIDA BUSINESS BANCGROUP, INC.

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                                    ARTICLE I
                               PURPOSE OF THE PLAN

         The Board of Directors of Florida Business BancGroup, Inc. ("Company")
has determined that it is in the best interests of the Company to issue Warrants
to purchase the Company's Common Stock in connection with the Company's initial
public offering of Common Stock. The Company proposes to issue up to 1,500,000
shares of Common Stock and Warrants to purchase Common Stock in Units. Each Unit
will contain one share of Common Stock and one Warrant which will entitle the
holder thereof to purchase additional Common Stock. 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
                           exchanged for shares and if not so 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 5:00 p.m. Eastern Standard
                           Time on February 7, 2004, or 5:00 p.m. on the Call
                           Date, whichever comes sooner.

                  e.       "Plan" means this Amended and Restated Warrant Plan
                           as adopted by the Board as set forth herein and as
                           amended from time to time.

                  f.       "Warrant" means the right to purchase additional
                           shares of Common Stock.

                  g.       "Warrant Certificate" means the evidence of ownership
                           of Warrants, as executed and issued by the Company in
                           substantially the form attached hereto as EXHIBIT A.

         Section 2.        WARRANTS. There is hereby authorized 1,500,000
Warrants, each of which shall be redeemable for one share of Common Stock of the
Company. 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. Warrants may be redeemed by the Board
at anytime after their one year anniversary.

         Section 3.        CALL OPTION. The Board may call some or all of the
Warrants issued and outstanding anytime after the expiration of a 12-month
period following the date such Warrants are issued. 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 45 days from the date of such notice to present to the Company
the Warrants so called, along with payment therefore as required in Section 10
herein. Warrants not presented for exchange during this period shall expire at
5:00 p.m. on the 45th day following the date of such notice.

         Section 4.        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

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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 Agreement and
of such Warrant Certificate, to purchase one fully paid and non-assessable share
of Common Stock for each Warrant evidenced by such Warrant Certificate, at
$10.00 per share.

         Section 5.        ISSUANCE OF WARRANTS. The Warrant Certificates when
issued shall be dated and signed on behalf of the Company, manually or by
facsimile signature, by its Chairman of the Board or President, and by its
Secretary or an Assistant 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 6.        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 7.        REGISTRATION OF TRANSFERS AND EXCHANGES. 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 duly filled in
and executed and accompanied by a Common Stock Certificate evidencing an equal
number of shares to be transferred, 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 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.

         Subject to Section 9 hereof, any Warrant Certificate or Certificates
may be exchanged at the option of the holder thereof for Warrant Certificates 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 or Certificates, with the Form of
Assignment duly completed and executed, on or prior to the Expiration Date.

         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.

         Section 8.        MUTILATED, DESTROYED, LOST OR STOLEN WARRANT
CERTIFICATES. Upon receipt by the Company of evidence reasonably satisfactory to
them 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
indemnity or security reasonably satisfactory to them, and reimbursement to them
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 9.        PAYMENT OF TAXES. With respect to any Warrant, the
Company will pay all documentary stamp taxes attributable to the initial
issuance of shares of Common Stock upon the exercise of the Warrant; provided,
however, that 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 in a name other than that of the
registered holder of the Warrant or Warrant Certificate surrendered upon the
exercise of a Warrant, and the Company shall not be required to issue or deliver
such Warrant or certificates 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 10.       EXERCISE, PURCHASE PRICE AND DURATION OF WARRANTS.
Subject to the provisions of this Agreement, 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 at the initial exercise price of $10.00 per share (subject to adjustment
as provided in Section 12 hereof), upon the surrender of the Warrant Certificate
evidencing such Warrant Agent on any business day prior to 5:00 p.m. Eastern
Standard Time on the Expiration Date, with the Form of Election to Exercise on
the



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reverse thereof duly completed and executed, and payment of the Exercise Price
in lawful money of the United States of America in cash or by cashiers' or
certified check payable 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 12 and, as initially
established or as so adjusted, are referred to herein as the "Exercise Price"
and the "Shares," respectively. 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 except that the Company shall not be required to issue
certificates in denominations of less than 100 shares. 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 Standard 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 issuable on the exercise of a Warrant.

         No fractional shares of Common Stock shall be issued upon exercise of a
Warrant, but, in lieu thereof, there shall be paid to the registered holder of
the Warrant Certificate evidencing such Warrant or other person designated on
the Form of Election to Exercise as soon as practicable after date of surrender,
an amount in cash equal to the fraction of the current market value of a share
of Common Stock equal to the fraction of a share to which such Warrant related.
For such purpose, the current market value of a share of Common Stock shall be
the book value of the Common Stock as of the last day of the month immediately
preceding the date of the Election to Exercise.

         Subject to Section 9 hereof, upon surrender of a Warrant Certificate,
with the Form of Election to Exercise duly completed and executed, together with
payment of the Exercise Price, the Company shall issue and deliver the full
number of Shares issuable upon exercise of the Warrants tendered for exercise.
Shares 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 a
Share, as of the date of the surrender of the Warrant Certificate to which the
Share relates 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 a Share until the opening of business on the day of reopening said transfer
books, and certificates representing such Shares shall not be issuable until
such day.

         Section 11.       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 upon exercise of Warrants, through the
close of business on the Expiration Date, the number of Shares deliverable upon
the exercise of all outstanding Warrants.

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

         The shares allocated for such Warrants were included for Registration
under the Securities Act of 1993, and Rule 415 adopted thereunder, in a
registration of securities filed by the Company with the Securities and Exchange
Commission on September 30, 1998.

         Section 12.       ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES
PURCHASABLE. The Exercise Price and the number of Shares which may be purchased
upon the exercise of each Warrant are subject to adjustment from time to time
upon the occurrence, after the date hereof, if the Company shall (i) declare a
dividend on the Common Stock payable in shares of common stock, (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 13.       NOTICES TO WARRANT HOLDERS. Upon any adjustment to
the Exercise Price pursuant to Section 10 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-



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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 Section 12.

         Section 14.       SUPPLEMENTS AND AMENDMENTS. The Company may from time
to time supplement or amend this Agreement 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
Agreement 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. Other amendments to this
Agreement may be approved by a vote of at least 66 percent of the Company's
shares.

         Section 15.       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 16.       BENEFITS OF THIS PLAN. Nothing in this Plan shall be
construed to give to any person or corporation 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.

         Adopted by the Board of Directors of Florida Business BancGroup, Inc.
on this ____ day of _______________, 2001.


                                    ATTEST:



                                    /s/ Gregory W. Bryant
                                    Gregory W. Bryant
                                    President