NUMBER                                                                  WARRANTS
                             VOID AFTER JULY 21,2000
                               WARRANT CERTIFICATE

                          FOR PURCHASE OF COMMON STOCK

                            ATLANTIC BANCGROUP, INC.

                                                               CUSIP 048221 11 3

THIS  CERTIFIES  THAT,  in  consideration  for  payment  of  good  and  valuable
consideration  to  Atlantic   BancGroup,   Inc.,  a  Florida   corporation  (the
"Corporation"),




or registered assigns (the "Holder"),  is entitled to subscribe for and purchase
from the Corporation, subject to the following terms and conditions,

fully-paid and nonassessable  shares (the "Shares" of the  Corporation's  Common
Stock, $5.00 par value, at the price of $10.00 per share, subject to adjustments
described herein (the "Strike Price").

     This Warrant  Certificate  and each Warrant  represented  hereby are issued
pursuant to and are  subject in all  respects  to the terms and  conditions  set
forth in the Warrant  Agreement  (the "Warrant  Agreement")  on the reverse side
hereof.

     In  the  event  of  certain  contingencies  provided  for  in  the  Warrant
Agreement, the Purchase Price or the number of shares of Common stock subject to
purchase  upon the  exercise of each Warrant  represented  hereby are subject to
modification or adjustment.

     REFERENCE IS MADE TO THE  PROVISIONS OF THE WARRANT  AGREEMENT SET FORTH ON
THE REVERSE SIDE HEREOF, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE
THE SAME EFFECT AS THOUGH FULLY SET FORTH ON THE FRONT OF THIS CERTIFICATE.

     This Warrant  Certificate  shall be governed by and construed in accordance
     with the laws of the State of Florida.

     This Warrant  Certificate is not valid unless  countersigned by the Warrant
     Agent.

     IN WITNESS WHEREOF,  the Corporation has caused this Warrant Certificate to
     be duly executed,  manually or in facsimile,  by two of its officers hereto
     duly  authorized  and a facsimile  of its  corporate  seal to be  imprinted
     thereon.

Dated:                                                  Atlantic BancGroup, Inc.



    Attest:  /s/                            By: /s/
             SECRETARY AND TREASURER       PRESIDENT AND CHIEF EXECUTIVE OFFICER
SEAL

<PAGE>
COUNTERSIGNED:

        RELIANCE TRUST COMPANY
               (ATLANTA, GA)


                                                    AS WARRANT AGENT

 BY
            AUTHORIZED SIGNATURE
<PAGE>
                         COMMON STOCK WARRANT AGREEMENT

     1. Exercise. The rights represented by this Warrant may be exercised by the
registered  Holder  hereof,  in whole or in part (but not to as to a  fractional
share of Common Stock), at any time on or before July 21, 2002, by the surrender
of this Warrant at the principal office of the Corporation, on the intended date
of the exercise,  together with a duly completed form of exercise and either (i)
a check for the purchase price for the number of Shares being  purchased or (ii)
by  authorizing  the  Corporation  to retain  whole shares of Common Stock which
would otherwise be issuable upon exercise of this Warrant,  having a fair market
value as of the day preceding such exercise equal to the total amount that would
have been paid by the Holder of this Warrant under clause (i) of this paragraph;
provided,  however,  that at any  time  after  one year  following  the date the
Corporation  commences business,  the Board of Directors of the Corporation,  by
written notice to each Holder,  may shorten the period during which this Warrant
may be exercised  to a period  ending no sooner that thirty (30) days after such
notice  is  mailed by first  class  mail,  postage  prepaid,  addressed  to each
registered  Holder of this Warrant at the address of such Holder as shown on the
books of the Corporation.

     The Holder is aware that the Corporation is relying,  and presently intends
to  continue   relying,   upon  exemptions  from  the  securities   registration
requirements  of  federal  and state  securities  laws in the  issuance  of this
Warrant and in the issuance of the Shares.  If, when this Warrant is  exercised,
appropriate  exemptions  from  registration  are not available under federal and
state  securities  laws,  the exercise  shall not be consummated on the intended
date of exercise  specified  in the Holder's  written  notice of exercise and no
Shares  shall be issued to the  Holder  unless  and until  such  exemptions  are
available.  At such time,  the Holder agrees to execute such  documents and make
such  representations,  warranties and agreements as may be required in order to
comply with the exemption (s) relied upon by the Corporation for the issuance of
Shares.

     2.  Transferability.  A register of the issuance of this  Warrant  shall be
kept at the offices of the Corporation, and this Warrant may be transferred only
on the books of the Corporation maintained in its office. Each transfer shall be
in writing in form acceptable to the Corporation  signed by the  then-registered
Holder  hereof or the  Holder's  legal  representatives  or  successors,  and no
transfer hereof shall be binding upon the Corporation unless in writing and duly
registered  on the  register  maintained  at  the  Corporation's  offices.  Upon
transfer of this Warrant, the transferee, by accepting the Warrant, agrees to be
bound by the terms and conditions of this Warrant.

     3. Issuance of Shares.  The  Corporation  agrees that the Shares  purchased
upon  exercise of the Warrant  shall be deemed to be issued to the record holder
hereof as of the close of business on the date on which this Warrant  shall have
been  surrendered and the Purchase Price delivered for such Shares as aforesaid.
Subject to the provisions of Section 4, certificates for the Shares so purchased
shall be  delivered  to the Holder  hereof  within a  reasonable  time after the
exercise of the Warrant has been so consummated,  and a new Warrant representing
the number of Shares,  if any,  with  respect to which this Warrant has not been
exercised shall also be delivered to the Holder hereof within such time.

     Notwithstanding  the  foregoing,  however,  the  Corporation  shall  not be
required to deliver any  certificate  for Shares upon  exercise of this Warrant,
except in  accordance  with this  provision  and subject to the  limitations  of
Section 1 hereof.
<PAGE>
    4. Covenants of the Corporation.  The Corporation  covenants and agrees that
all Shares  which may be issued upon the exercise of the rights  represented  by
this Warrant will,  upon issuance,  be duly  authorized and issued,  fully paid,
nonassessable  and free from all taxes,  liens and charges  with  respect to the
issue  thereof,  and without  limiting  the  generality  of the  foregoing,  the
Corporation  covenants  and agrees  that it will from time to time take all such
actions as may be  required to assure that the par value per share of the Common
Stock is at all times equal to or less than the  then-effective  Strike Price of
the Warrant.  The Corporation  further covenants and agrees that the Corporation
will at all times have  authorized,  and reserved for issuance  upon exercise of
the subscription rights evidenced by this Warrant, a sufficient number of shares
of its Common  Stock to provide for the  exercise of the rights  represented  by
this Warrant.

     5. Anti-Dilution Adjustments. The above provisions are, however, subject to
the following:

        (a) The Strike Price shall be subject to  adjustment  from time to time,
     calculated to the nearest cent, ad follows,  except that no  adjustments to
     the Strike Price shall be made in respect of any accrued dividends,  and no
     adjustments  need be made until  cumulative  adjustments  would  affect the
     Strike Price by more than one percent:

            (i) Adjustments for Increases in Capital Stock. If the Corporation:

    (A)  pays a  dividend  on its  Common  Stock  in
                                shares   of  its   Common   stock   or  makes  a
                                distribution  on its  Common  Stock in shares of
                                any of its capital stock; or

                                 (B) subdivides its outstanding shares of Common
                                Stock into a greater  number of shares  (whether
                                by  reclassification,  stick split or  otherwise
                                than by payment of a dividend in Common Stock);

   then the Strike  Price in effect  immediately  prior to such action  shall be
   proportionately decreased, and the number of shares purchasable upon exercise
   of this  Warrant  shall be  proportionately  increased,  subject  to  further
   adjustment pursuant to this section 5.

            (ii)  Adjustments for Decreases in Capital Stock. If the Corporation
        combines its outstanding shares of Common Stock into a smaller number of
        shares, then the Strike Price in effect immediately prior to such action
        shall be proportionately increased, and the number of shares purchasable
        upon  exercise  of this  Warrant  shall  be  proportionately  decreased,
        subject to further adjustment pursuant to this Section 5.

            (iii) Date of  Effectiveness.  The adjustment shall become effective
        immediately  after  the  record  date  in  the  case  of  a  divided  or
        distribution  and immediately  after the effective date in the case of a
        subdivision, combination or reclassification.

            (iv) When No Adjustments  Required. No adjustment need be made for a
        change in the par value of the Common Stock.

            (v) Notice of Certain Transactions. If:


<PAGE>
        (A) the Corporation takes any action that would require an adjustment in
     the Strike Price  pursuant to clause (i) or (ii) (other than the payment of
     dividends on Common Stock in shares of Common Stock);

        (B) the Corporation takes any action that would require an adjustment in
     the Strike Price pursuant to clause (vi); or

        (C)  there is a  liquidation  or  dissolution  of the  Corporation,  the
     Corporation  shall mail to the Holder of this Warrant a notice  stating the
     proposed  record  date  for a  dividend  or  distribution  or the  proposed
     effective   date   of   a   subdivision,   combination,   reclassification,
     consolidation,  merger, transfer,  lease,  liquidation or dissolution.  The
     Corporation  shall  mail the  notice  at least 15 days  before  such  date.
     Failure  to mail the  notice  or any  defect  in it shall  not  affect  the
     validity of the transaction.

            (vi)  Reorganization  of the  Corporation.  If the  Corporation is a
        party to a  reclassification  (excluding that referred to in clauses (i)
        or (ii) or shall consolidate with or merge into any other corporation or
        transfer all of its  properties and assets as an entirety to any person,
        upon  consummation  of  such  transaction   notwithstanding   any  other
        provisions  hereof,  this Warrant will be deemed  exercisable as to only
        the kind and amount of securities, cash or other assets which the Holder
        of   such   Warrant   would   have   owned    immediately   after   such
        reclassification,  consolidation,  merger or transfer if such holder had
        exercised  such Warrant  immediately  before the effective  date of such
        transaction.  If this clause (vi)  applies,  clauses (i) and (ii) do not
        apply.

     (b) in the event of any  consolidation of the Corporation with or merger of
the  Corporation  into any other  corporation  (other than a merger in which the
Corporation  is the  surviving  corporation)  or a sale  of  the  assets  of the
Corporation  substantially as an entirety, the Holder of this Warrant shall have
the right, after such consolidation, merger or sale to exercise such Warrant and
receive  the  number  and kind of  shares of stock or other  securities  and the
amount and kind of property receivable upon such  consolidation,  merger or sale
as would a holder of the number of shares of Common Stock issuable upon exercise
of such  warrant  immediately  prior  to such  consolidation,  merger  or  sale.
Provision  shall be made for  adjustments  in the Strike Price which shall be as
nearly  equivalent  as may be  practicable  to the  adjustments  provided for in
Section 5 (a).  The  provisions  of this  subsection  shall  similarly  apply to
successive consolidations, mergers and sales.

     (c ) Upon any  adjustment  provided for in this Section 5, the  Corporation
shall give  written  notice  thereof,  by first  class  mail,  postage  prepaid,
addressed to the registered Holder of this Warrant at the address of such Holder
as shown on the books of the  Corporation,  which  notice shall state the Strike
Price  resulting from such  adjustment and the increase or decrease,  if any, in
the  number  of Shares  purchasable  at such  price  upon the  exercise  of this
Warrant,  and shall set forth in reasonable detail the method of calculation and
the facts upon which such calculation is based.

     6. No voting or Other  Rights.  This  Warrant  shall not entitle the Holder
hereof to any voting rights as a stockholder of the Corporation.
<PAGE>
                                SUBSCRIPTION FORM

      To Be Executed by the Registered Holder in Order to Exercise Warrants

    The undersigned Registered Holder hereby irrevocably elects to exercise
 ____________Warrants represented by this Warrant Certificate, and to purchase
 the securities issuable upon the exercise of such Warrants, and requests that
        certificates for such securities shall be issued in the name of

            PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER


                      ____________________________________
                      ____________________________________
                      ____________________________________
                      ____________________________________

                     (please print or type name and address)

and be delivered to
                      ____________________________________
                      ____________________________________
                      ____________________________________
                      ____________________________________

                     (please print or type name and address)

and if such number of Warrants  shall not be all the Warrants  evidenced by this
Warrant  Certificate,  that a new  Warrant  Certificate  for the balance of such
Warrants be registered in the name of, and delivered to, the  Registered  Holder
at the address stated below.

Dated: _______________________________       X   _____________________________

                                                 _____________________________

                                                 _____________________________

                                                            Address
                                                 _____________________________

                                                 Taxpayer Identification Number
                                                 _____________________________

                                                      Signature Guaranteed
                                                 _____________________________

<PAGE>


                                   ASSIGNMENT

       To Be Executed by the Registered Holder in Order to Assign Warrants

FOR  VALUE   RECEIVED,   ________________________________________hereby   sells,
assigns and transfers unto

            PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

                    ________________________________________
                    ________________________________________
                    ________________________________________
                    ________________________________________
                     (please print or type name and address)



________________________________________________________________________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitutes and appoints

________________________________________________________________________Attorney
to transfer this Warrant Certificate on the books of the Corporation, with full
power of substitutions in the premises.

Dated:  _______________________                   X_______________________
                                                     Signature Guaranteed

                                                   _______________________

THE SIGNATURE TO THE ASSIGNMENT OR THE  SUBSRIPTION  FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT  CERTIFICATE IN EVERY  PARTICULAR,
WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE  WHATSOEVER,  AND  MUST  BE
GUARANTEED  BY A  COMMERCIAL  BANK OR TRUST  COMPANY  OR AN  ELIGIBLE  GUARANTOR
INSTITUTION  (BANKS,  STOCKBROKERS,  SAVINGS  PURSUANT  TO  THE  SECURITIES  AND
EXCHANGE COMMISSION RULE 17Ad-15.