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                                                                     Exhibit 4.1

FLORIDA SAVINGS BANCORP, INC.

DEBENTURE ORDER FORM


Please Return To:                                       A PROPERLY COMPLETED
                                                         ORIGINAL DEBENTURE
                                                     ORDER FORM MUST BE USED TO
                                                      SUBSCRIBE FOR DEBENTURES


           ==========================================================

                   Expiration Date for Purchase of Debentures:
                              _______ __, 2002

                          5:00 P.M. Miami, Florida Time

           ==========================================================


Number of Debentures Subscribed For
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(1)  Number of Debentures          Debenture Price         (2) Total Payment Due
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                                 X          $1,000 =         $
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Note: The minimum subscription price is $10,000.

Method of Payment

(3)    [ ] Enclosed is a check, bank draft or telegraphic or express money order
       made payable to SunTrust Bank, as Escrow Agent (cash may not be used ) in
       the amount of:

                                                ==================
                                                $
                                                ==================

(4)    [ ] Wire transfer of funds has been made to an account maintained by the
       Escrow Agent for such purpose in the amount of:

                                                ==================
                                                $
                                                ==================

       [NEED WIRE INSTRUCTIONS]

Debenture Registration
<TABLE>

(5) Form of Debenture Ownership:
<S>                             <C>                             <C>                        <C>
     [ ] Individual              [ ] Joint tenants              [ ] Tenants in common      [ ]  UTMA/UGMA
     [ ] Fiduciary (i.e. trust,  [ ] Corporation or Partnership [ ] Other _______________
           estate, etc.)

Residence and Taxpayer Information

                          --------------       -------------------
(6) I am a resident of      State:               Country:

                            _______              ______________

                          ---------------       --------------------
--------------------------------------------------------------------------------
Name                                       Social Security No. or Tax ID No.:
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Street Address/City/State/Zip Code                           County of Residence


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</TABLE>

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<TABLE>
<CAPTION>

Telephone Information

<S>                                  <C>                                              <C>
(7)  Please provide telephone numbers where you can be reached.

------------------------------------  ------------------------------

  Daytime Phone                         Evening Phone
  (   )                                 (   )
------------------------------------  ------------------------------

Broker/Dealer Name and Address

(8) If purchased through a broker/dealer, please list the name, address, and
phone number in the space provided.

------------------------------------------- --------------------------------------- ------------------------------------

 Customer Name:                             City:


------------------------------------------- --------------------------------------- ------------------------------------

 Broker/Dealer Name:                        State:                                  Zip Code:


------------------------------------------- ----------------------------------------------------------------------------

 Address:                                    Phone Number:


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</TABLE>

NASD Affiliation

(9)   This section applies to those individuals who meet the delineated
      criteria:

       [ ] Check here if you are a member of the National Association of
Securities Dealers, Inc. ("NASD"), a person associated with an NASD member or a
member of the immediate family of any such person to whose support such person
contributes, directly or indirectly.

       [ ] Check here if you are a senior officer of a bank, savings and loan
institution, insurance company, registered investment company, registered
investment advisory firm or any other institutional type account; or a person
who is employed in the securities department of any such institution or who
otherwise may influence the buying and/or selling of securities by any such
institutions; or a member of the immediate family of any such person.

To comply with conditions under which an exemption from the NASD's
Interpretation With Respect to Free Riding and Withholding is available, you
agree, if you have checked either box above, that you may be subject to certain
restrictions on your ability to purchase or resell the debentures and may be
subject to certain disclosure requirements under the rules of the NASD.

Acknowledgment

(10)  I/We acknowledge receipt of the offering circular dated ____________, 2002
and understand that in order to purchase debentures, this fully completed
Debenture Order Form must be received by the Escrow Agent no later than _:__
p.m. on ____________, 2002, the expiration date of the offering, unless extended
by Florida Savings Bancorp, Inc., otherwise this Debenture Order Form will be
void. Completed Debenture Order Forms, together with the required payment, may
be delivered to or mailed to the Escrow Agent in the enclosed business reply
envelope or to the address found in the offering circular. Do not mail cash.


It is understood that this Debenture Order Form will be accepted in accordance
with, and subject to, the terms and conditions described in the accompanying
offering circular.

The undersigned agree(s) that, without the prior consent of Florida Savings
Bancorp, Inc., this Debenture Order Form may not be modified, withdrawn or
cancelled.

Under penalty of perjury, I/we certify that the Social Security or Tax ID Number
and other information provided under Item 6 of this Debenture Order Form are
true, correct and complete and that I/we am/are not subject to backup

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withholding because: (i) I/we am/are exempt from backup withholding (ii) I/we
have not been notified by the Internal Revenue Service ("IRS") that I/we am/are
subject to backup withholding as a result of failure to report all interest or
dividends; or (iii) the IRS has notified me/us that I/we am/are no longer
subject to backup withholding.

  I ACKNOWLEDGE THAT THE DEBENTURE IS NOT A DEPOSIT ACCOUNT, IS NOT FEDERALLY
  INSURED AND IS NOT GUARANTEED BY FLORIDA SAVINGS BANCORP, INC., THE FEDERAL
    GOVERNMENT OR BY ANY GOVERNMENT AGENCY. I UNDERSTAND THAT MY PURCHASE OF
   DEBENTURES IS SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE
                              PRINCIPAL INVESTED.

(11)  Signature:_________________________________         Date:_______________


(11)  Signature:_________________________________         Date:_______________

(12) If signature is by trustee(s), executor(s), administrator(s),
guardian(s), attorney-in-fact, agent(s), officer(s) of a corporation or of
another person acting in a fiduciary or representative capacity, please provide
the following information (please type or print).

<TABLE>

------------------------------------------------------------------------------------------------------------------

<S>                                      <C>                        <C>
Name:                                     Capacity:                 Social Security No. or Tax ID No.:


------------------------------------------------------------------------------------------------------------------

Street Address/City/State/Zip Code:                                                  Phone: (   )

------------------------------------------------------------------------------------------------------------------


You may mail your completed Debenture Order Form in the envelope that has been
provided, or deliver your Debenture Order Form to the Escrow Agent at the
address provided in the offering circular. If you send by mail, it is
recommended that the Debenture Order Form be sent by registered mail, properly
insured, with return receipt requested, and that a sufficient number of days be
allowed to ensure delivery to the Escrow Agent prior to the Expiration Date.
Your Debenture Order Form, properly completed, and payment in full must be
received by the Escrow Agent no later than ____ p.m., Miami, Florida Time, on
____________ __, 2002, or it will become void.













Office Use Only
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Date Received        Check #     Amount $     Order #      Category     Initials


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</TABLE>

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              DEBENTURE OWNERSHIP GUIDE AND ORDER FORM INSTRUCTIONS
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DEBENTURE OWNERSHIP GUIDE
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INDIVIDUAL:         Include the first name, middle initial, and last name of the
                    debenture holder. Avoid the use of an initial in place of
                    the first name. Please omit words that do not affect
                    ownership rights such as "Mr.," "Mrs.," "Dr.," "special
                    account," "single person," etc.

JOINT TENANTS:      Joint tenants with rights of survivorship may be specified
                    to identify two or more owners. When the debenture is held
                    by joint tenants with right of survivorship, ownership is
                    intended to pass automatically to the surviving joint
                    tenant(s) upon the death of any joint tenant. All parties
                    must agree to the transfer or sale of shares held by joint
                    tenants.

TENANTS IN COMMON:  Tenants in common may also be specified to identify two or
                    more owners. When the debenture is held as tenants in
                    common, upon the death of one co-tenant, ownership of the of
                    the debenture will be held by the surviving co-tenant(s) and
                    by the heirs of the deceased co-tenant. All parties must
                    agree to the transfer or sale of the debentures held in this
                    form of ownership.

UNIFORM             The debenture may be held in the name of the custodian for a
TRANSFER TO         minor under the Uniform Transfer to Minor Acts of the
MINORS ACT          individual states. There may be only one custodian and one
("UTMA")            minor designated on a debenture. The standard abbreviation
                    of custodian is "CUST," while the "Uniform Transfer to Minor
                    Act" is abbreviated "UTMA." Standard U.S. Postal Service
                    state abbreviations should be used to describe the
                    appropriate state. For example, a debenture held by John P.
                    Jones under the Pennsylvania Uniform Transfer to Minor Act
                    will be abbreviated: JOHN P. JONES, CUST SUSAN A. JONES,
                    UTMA, PA.

UNIFORM             The debenture may be held in the name of a custodian for a
GIFT TO             minor under the Uniform Gifts to Minors laws of the
MINORS ACT          individual states. There may be only one custodian and one
("UGMA"):           minor designated on a debenture. The standard abbreviation
                    of custodian is "CUST," while the description "Uniform Gift
                    to Minors Act" is abbreviated "UNIF GIFT MIN ACT." Standard
                    U.S. Postal Service state abbreviations should be used to
                    describe the appropriate state.

FIDUCIARIES:        Information provided with respect to the debenture to be
                    held in a fiduciary capacity must contain the following:
                    o The name(s) of the fiduciary. If an individual, list the
                    first name, middle initial, and last name. If a corporation,
                    list corporate title (name). If an individual and a
                    corporation, list the corporation before the individual.
                    o The fiduciary capacity, such as administrator, executor,
                    personal representative, conservator, trustee, committee,
                    etc.
                    o A description of the document governing the fiduciary
                    relationship, such as a trust agreement or court order.
                    Without designation establishing a fiduciary relationship,
                    your debenture may not be registered in a fiduciary
                    capacity.
                    o The date of the document governing the relationship,
                    except that the date of a trust created by a will need not
                    be included in the description.
                    o The name of the maker, donor or testator and the name of
                    the beneficiary. An example of fiduciary ownership: John D.
                    Smith, Trustee Under Agreement Dated 10-1-92 for Tom A.
                    Smith.

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ITEM INSTRUCTIONS
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ITEMS 1 and 2       Fill in the number of debentures that you wish to purchase
                    and the total payment due. The amount due is determined by
                    multiplying the number of debentures by the subscription
                    price of $1,000 per debenture. The minimum number of
                    debentures that may be subscribed is 10 debentures, which
                    equals an aggregate subscription price of $10,000. In the
                    event of an oversubscription, debentures will be allocated
                    first to shareholders of record as of ____________, 2002 in
                    proportion to their percentage ownership in Florida Savings
                    Bancorp, Inc. All remaining debentures will be allocated to
                    the public at the discretion of Florida Savings Bancorp,
                    Inc. management. No prospective investor through this
                    offering, however, other than Bernard Janis and the Andrea
                    Green 1991 Irrevocable Trust, may own or acquire, or through
                    the purchase of debentures have the right to own or acquire,
                    10% or more of the common stock of Florida Savings Bancorp,
                    Inc. Florida Savings Bancorp, Inc. may accept or reject
                    subscriptions, in whole or in part, in the sole discretion
                    of its board of directors.

ITEMS 3 and 4       Please check the appropriate box if (a) your method of
                    payment is check, bank draft or telegraphic or express made
                    payable to _____________________ as Escrow Agent and fill in
                    the amount due or (b) your method of payment is by wire
                    transfer of funds to an account maintained by the Escrow
                    Agent and fill in the amount due. CASH MAY NOT BE USED.

                    The aggregate subscription price will be deemed to have been
                    received by the Escrow Agent only upon (i) clearance of any
                    non-certified check, (ii) receipt by the Escrow Agent of any
                    certified check or bank draft drawn upon a domestic bank or
                    of any posted, telegraphic or express money order, or (iii)
                    receipt of good funds in the Escrow Agent's account. If
                    paying by a non-certified personal check, please note that
                    the funds paid thereby may take at least five business days
                    to clear. Accordingly, persons who wish to pay the aggregate
                    subscription price by a means of a non-certified personal
                    check are urged to make payment sufficiently in advance of
                    the offering expiration date, to ensure that such payment is
                    received and clears by such date and are urged to consider
                    payment by means of certified or cashier's check, money
                    order or wire transfer of funds. All funds received shall be
                    held by the Escrow Agent. If the amount enclosed or
                    transmitted is not sufficient to pay the purchase price for
                    all debentures that are stated to be subscribed for, the
                    number of debentures subscribed for will be assumed to be
                    the maximum number that could be subscribed for upon payment
                    of such amount provided that the minimum purchase limitation
                    of $10,000 has been met. If the offering is terminated, all
                    funds received from subscribers will be promptly refunded,
                    with interest.


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ITEMS 5, 6 and 7    The securities transfer industry has developed a uniform
                    system of securityholder registration that we will use in
                    the issuance of your debentures. Please complete Items 5, 6
                    and 7 as fully and accurately as possible, and be certain to
                    supply the social security or tax ID number of the person
                    who is subscribing for debentures. Additionally, please list
                    your daytime and evening telephone number(s). We will need
                    to call you if we cannot execute your subscription as given.
                    If you have any questions or concerns regarding the
                    registration of your debenture, please consult your legal
                    advisor. Debenture ownership must be registered in one of
                    the ways described under "Debenture Ownership Guide" above.

ITEM 8              Please complete if Debentures have been purchased through a
                    Broker/Dealer.

ITEM 9              Under the regulations of the National Association of
                    Securities Dealers, Inc. ("NASD"), NASD affiliates must
                    comply with certain holding requirements and reporting
                    obligations. Please read this Item 9 carefully and check
                    the box, if applicable.

ITEMS 10 and 11     Please sign and date the Debenture Order Form where
                    indicated. Review the Debenture Order Form carefully before
                    you sign, including the acknowledgment. Normally, one
                    signature is required.

ITEM 12             Persons who sign the Debenture Order Form in a
                    representative or other fiduciary capacity must indicate
                    their capacity when signing and unless waived by the Escrow
                    Agent in its sole and absolute discretion, must present to
                    the Escrow Agent satisfactory evidence of their authority so
                    to act. If the Debenture Order Form is executed by a person
                    other than the holder named on the face of the Debenture
                    Order Form, prior evidence of authority of the person
                    executing the Debenture Order Form must accompany the name
                    unless the Escrow Agent, in its discretion, dispenses with
                    proof of authority.