Exhibit 10.3

                    CAPITAL SECURITIES SUBSCRIPTION AGREEMENT

                                 March 26, 2002

     THIS  CAPITAL  SECURITIES   SUBSCRIPTION   AGREEMENT  (this   "Subscription
Agreement") is made among Florida Banks Capital Trust II (the "Trust"),  Florida
Banks, Inc. (the "Company" and, collectively with the Trust, the "Offerors") and
MM Community  Funding III,  Ltd, a newly formed  company with limited  liability
established under the laws of the Cayman Islands (the "Purchaser").

                                    RECITALS:

     A. The Trust desires to issue $4,000,000 of its Floating Rate TRUPS(R) (the
"Capital Securities"), with a liquidation amount of $1,000 per Capital Security,
representing  undivided  beneficial  interests  in the  assets of the Trust (the
"Offering"),  to be issued  pursuant to an Amended and Restated  Declaration  of
Trust (the "Declaration"), by the Company, as Sponsor, Wilmington Trust Company,
as  Institutional  Trustee and as Delaware  Trustee,  the  Administrators  named
therein,  and the holders,  from time to time, of the Capital Securities,  which
Capital  Securities  are  to be  guaranteed  by  the  Company  with  respect  to
distributions  and payments upon  liquidation,  redemption  and otherwise to the
extent  provided in and pursuant to the terms of a Guarantee  Agreement  between
the Company and Wilmington Trust Company as Guarantee Trustee (the "Guarantee");
and

     B. The proceeds  from the sale of the Capital  Securities  will be combined
with the  proceeds  from the sale of the Common  Securities  by the Trust to the
Company  and  will be used by the  Trust to  purchase  an  equivalent  aggregate
principal amount of Floating Rate Junior  Subordinated  Debentures due April 22,
2032 of the Company (the "Debentures"),  to be issued by the Company pursuant to
an Indenture  to be executed by the Company,  as Issuer,  and  Wilmington  Trust
Company, as Debenture Trustee (the "Indenture"); and

     C. The  Purchaser  intends to  complete  an offering of its notes (the "CBO
Offering")  on or about  April 10,  2002 or such  other  business  day as may be
agreed  upon  (the  "Closing  Date") by the  Offerors  and the  placement  agent
("Placement  Agent")  identified  in the  Placement  Agreement  and  to use  the
proceeds  of the CBO  Offering  to,  among  other  things,  acquire  the Capital
Securities from the Trust and other  subordinated debt and capital securities in
a  quantity  and  with  other  particular  characteristics,  in  the  aggregate,
sufficient to permit the successful completion of the CBO Offering; and

     D In  consideration  of the  premises  and the mutual  representations  and
covenants hereinafter set forth, the parties hereto agree as follows:

<PAGE>

                                   ARTICLE I

                     PURCHASE AND SALE OF CAPITAL SECURITIES

     1.1 Upon the  execution  of this  Subscription  Agreement,  subject  to the
conditions  precedent set forth in Section 1.5, the  Purchaser  hereby agrees to
purchase from the Trust 4,000 Capital  Securities at a price equal to $1,000 per
Capital Security (the "Purchase Price") and the Trust agrees to sell such number
of Capital  Securities with a liquidation  amount of $1,000 per Capital Security
to the  Purchaser  for the Purchase  Price.  The rights and  preferences  of the
Capital  Securities  will be set forth in the  Declaration in form and substance
reasonably  acceptable to the  Purchaser.  The Purchase  Price is payable by the
Purchaser in immediately available funds to the Trust's Account No. 456110913 at
Wilmington Trust Company on the Closing Date.

     1.2 The  certificate  for the  Capital  Securities  shall be  delivered  in
definitive  form  by the  Trust  on the  Closing  Date to the  Purchaser  or its
designee,  and  shall be  registered  in the  name of the  Purchaser  and  shall
represent  the  aggregate  liquidation  amount of the Capital  Securities  being
purchased by the Purchaser.

          1.2.1 The Purchaser acknowledges and the Offerors agree that they will
not register any transfer of the Capital  Securities not made in accordance with
Regulation  S, pursuant to  registration  under the  Securities  Act of 1933, as
amended  (the  "Securities  Act"),  or pursuant to an available  exemption  from
registration.

     1.3  The  Placement  Agreement,   dated  March  26,  2002  (the  "Placement
Agreement"),  among the  Offerors and the  Placement  Agent  identified  therein
includes  certain  representations  and warranties,  covenants and conditions to
closing and certain other matters governing the issuance and sale of the Capital
Securities  by the  Trust  to the  Purchaser.  Each  of  the  provisions  of the
Placement Agreement,  including the definitions therein, are hereby incorporated
by  reference  into this  Subscription  Agreement.  In  addition,  to the extent
provided for in the Placement Agreement,  the Purchaser shall be entitled to the
benefits  of the  Placement  Agreement  and shall be  entitled  to enforce  such
obligations  of the Offerors  under the  Placement  Agreement as fully as if the
Purchaser were a party to such Placement Agreement,  it being agreed between the
parties that any and all  representations  made by the Offerors to the Placement
Agent in the Placement  Agreement  shall be deemed to have also been made to the
Purchaser.

     1.4 If any condition  specified herein or in the Placement  Agreement shall
not have been fulfilled when and as required to be fulfilled by, on behalf of or
in  respect  of  the  Offerors  or the  Capital  Securities,  this  Subscription
Agreement  may be  terminated  by the Purchaser by notice to the Offerors at any
time at or prior to the  Closing  Date,  and such  termination  shall be without
liability of any party to any other party except as provided in Section 7 of the
Placement  Agreement and except that Sections 1 and 8 of the Placement Agreement
shall survive any such termination and remain in full force and effect.

     1.5 If the CBO  Offering  is not  successfully  completed  for any  reason,
including,  without limitation, as a result of the inability of the Purchaser to
acquire  sufficient  subordinated debt and capital securities from the Trust and
other   issuers   and   sellers  in  a  quantity   and  with  other   particular
characteristics,  in the aggregate, sufficient to satisfy rating agency criteria
with


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<PAGE>

respect to expected ratings on the notes to be issued by the Purchaser and other
criteria deemed necessary or advisable by the Purchaser,  all obligations of the
Purchaser hereunder shall terminate and be extinguished.

     1.6 Notwithstanding any other provision of this Subscription Agreement, the
obligations of the Purchaser  hereunder are limited recourse  obligations of the
Purchaser,  payable solely from the proceeds of the CBO Offering, and if the CBO
Offering is not  completed or the proceeds of the CBO Offering are  insufficient
to satisfy the  obligations  of the  Purchaser,  any claims  hereunder  shall be
extinguished.  The Trust,  Wilmington Trust Company (on behalf of the Trust) and
the  Company  further  agree (i) not to take any action in respect of any claims
hereunder against any subscriber,  officer, director,  employee or administrator
of the Purchaser and (ii) not to institute against the Purchaser any insolvency,
bankruptcy,   reorganization,   liquidation   or  similar   proceedings  in  any
jurisdiction until one year and one day or, if longer, the applicable preference
period  then in  effect,  shall have  elapsed  since the final  payments  to the
holders  of the  notes  issued  by the  Purchaser  in  connection  with  the CBO
Offering.

                                   ARTICLE II

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

     2.1 The Purchaser  understands  and  acknowledges  that none of the Capital
Securities,  the  Debentures or the  Guarantee  have been  registered  under the
Securities Act, or any other  applicable  securities laws, and are being offered
for sale by the Offerors in a transaction not requiring  registration  under the
Securities Act, and the Capital Securities may not be offered,  sold, pledged or
otherwise   transferred  by  the  Purchaser   except  in  compliance   with  the
registration  requirements  of  the  Securities  Act,  or any  other  applicable
securities  laws,  pursuant to an exemption  therefrom or in a  transaction  not
subject thereto.

          2.1.1 The Purchaser  represents  and warrants and certifies that it is
not a "U.S.  person"  (as such term is defined in Rule 902 under the  Securities
Act),  that it is not acquiring the securities for the account or benefit of any
U.S. person,  and that the offer and sale of Capital Securities to the Purchaser
constitutes an "offshore  transaction"  under  Regulation S under the Securities
Act.

     2.2 The Purchaser represents and warrants that it is purchasing the Capital
Securities  for its own account,  for  investment and not with a view to, or for
offer or sale in connection with, any  distribution  thereof in violation of the
Securities Act or other applicable  securities laws,  subject to any requirement
of law that the  disposition  of its property be at all times within its control
and  subject to its  ability to resell such  Capital  Securities  pursuant to an
effective  registration  statement  under the  Securities Act or under Rule 144A
under the Securities  Act or any other  exemption  from  registration  available
under the Securities  Act, and the Purchaser  agrees to the legends and transfer
restrictions applicable to the Capital Securities contained in the Declaration.

          2.2.1 The Purchaser  represents and warrants that until one year after
the Closing  Date,  it will not offer,  sell,  pledge or otherwise  transfer the
Capital Securities within the


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<PAGE>

United  States or to, or for the  account  or benefit  of,  any U.S.  Person (as
defined in Regulation S under the Securities Act).

          2.2.2 The Purchaser represents and warrants that it will not engage in
hedging  transactions with regard to the Capital Securities unless in compliance
with the Securities Act.

     2.3 The  Purchaser has full power and authority to execute and deliver this
Subscription  Agreement,  to make the representations  and warranties  specified
herein, and to consummate the transactions  contemplated  herein and it has full
right  and  power to  subscribe  for the  Capital  Securities  and  perform  its
obligations pursuant to this Subscription Agreement.

     2.4 The  Purchaser,  a Cayman Islands  company whose business  includes the
issuance of certain notes and acquiring the Capital Securities and other similar
securities, has had the opportunity to ask questions of, and receive answers and
request  additional  information  from, the Offerors and is aware that it may be
required to bear the economic risk of an investment in the Capital Securities.

     2.5 No filing with, or authorization,  approval,  consent,  license, order,
registration, qualification or decree of, any governmental body, agency or court
having jurisdiction over the Purchaser,  other than those that have been made or
obtained,  is necessary or required for the  performance by the Purchaser of its
obligations under this Subscription  Agreement or to consummate the transactions
contemplated herein.

     2.6 This  Subscription  Agreement  has been duly  authorized,  executed and
delivered by the Purchaser.

     2.7 The  Purchaser is not in violation of or default  under any term of its
Memorandum of  Association or Articles of  Association,  of any provision of any
mortgage, indenture, contract, agreement,  instrument or contract to which it is
a party or by which it is bound or of any judgment,  decree,  order, writ or, to
its knowledge, any statute, rule or regulation applicable to the Purchaser which
would prevent the Purchaser from performing any material obligation set forth in
this  Subscription  Agreement.  The execution,  delivery and  performance of and
compliance  with  this  Subscription  Agreement,  and  the  consummation  of the
transactions  contemplated herein, will not, with or without the passage of time
or giving of notice,  result in any such material  violation,  or be in conflict
with or constitute a default under any such term, or the suspension, revocation,
impairment,  forfeiture or non-renewal of any permit, license,  authorization or
approval  applicable to the Purchaser,  its business or operations or any of its
assets or  properties  which would  prevent the Purchaser  from  performing  any
material obligations set forth in this Subscription Agreement.

     2.8 The  Purchaser  is an exempted  company  with  limited  liability  duly
incorporated,  validly  existing  and in good  standing  under  the  laws of the
jurisdiction where it is organized, with full power and authority to perform its
obligations under this Subscription Agreement.

     2.9 The Purchaser  understands and acknowledges  that the Company will rely
upon the truth and accuracy of the foregoing  acknowledgments,  representations,
warranties  and  agreements  and  agrees  that,  if any of the  acknowledgments,
representations,  warranties or


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<PAGE>

agreements  deemed  to have  been  made  by it by its  purchase  of the  Capital
Securities are no longer accurate, it shall promptly notify the Company.

     2.10 The Purchaser  understands that no public market exists for any of the
Capital Securities, and that it is unlikely that a public market will ever exist
for the Capital Securities.

                                   ARTICLE III

                                  MISCELLANEOUS

     3.1 Any  notice  or other  communication  given  hereunder  shall be deemed
sufficient  if in writing  and sent by  registered  or  certified  mail,  return
receipt requested,  international  courier, or delivered by hand against written
receipt therefor,  or by facsimile  transmission and confirmed by telephone,  to
the following addresses,  or such other address as may be furnished to the other
parties as herein provided:

     To the Offerors:    Florida Banks, Inc.
                         5210 Belfort Road, Suite 310
                         Jacksonville, FL  32256
                         Attention: T. Edwin Stinson, Jr., Chief Financial
                                    Officer
                         Telephone: (904) 332-7772
                         Fax: (904) 296-2820

     To the Purchaser:   MM Community Funding III, Ltd
                         c/o QSPV Limited
                         P.O. Box 1093 GT
                         Queensgate House
                         South Church Street
                         George Town, Grand Cayman
                         Cayman Islands
                         Attention: Directors
                         Telephone: 345-945-7099
                         Fax: 345-945-7100

     Unless otherwise expressly provided herein, notices shall be deemed to have
been given when received.

     3.2 This Subscription  Agreement shall not be changed,  modified or amended
except by a writing signed by the parties to be charged.

     3.3 Upon the execution and delivery of this  Subscription  Agreement by the
parties hereto, this Subscription Agreement shall become a binding obligation of
each such party with  respect to the matters  covered  herein,  including  those
incorporated by reference from the Placement Agreement.

     3.4  NOTWITHSTANDING  THE PLACE WHERE THIS  SUBSCRIPTION  AGREEMENT  MAY BE
EXECUTED BY ANY OF THE PARTIES HERETO,  THE PARTIES


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<PAGE>

EXPRESSLY  AGREE THAT ALL THE TERMS AND PROVISIONS  HEREOF SHALL BE CONSTRUED IN
ACCORDANCE  WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.  EACH OF THE
TRUST,  PURCHASER  AND THE  COMPANY,  ON BEHALF OF ITSELF  AND ITS  SUBSIDIARIES
(INCLUDING,  WITHOUT 6 LIMITATION, THE TRUST), HEREBY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE  JURISDICTION  OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE
CITY OF NEW YORK IN CONNECTION  WITH ANY SUIT,  ACTION OR PROCEEDING  RELATED TO
THIS  SUBSCRIPTION   AGREEMENT  OR  ANY  OF  THE  MATTERS  CONTEMPLATED  HEREBY,
IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL  JURISDICTION AND IRREVOCABLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN ANY SUCH COURT. EACH OF THE TRUST,  PURCHASER AND THE COMPANY,
ON BEHALF OF ITSELF AND ITS SUBSIDIARIES  (INCLUDING,  WITHOUT  LIMITATION,  THE
TRUST), IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE  LAW, ANY OBJECTION  WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE OF ANY SUCH SUIT,  ACTION OR  PROCEEDING  BROUGHT IN ANY SUCH COURT AND
ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.

     3.5 The parties  agree to execute and deliver all such  further  documents,
agreements  and  instruments  and take such other and  further  action as may be
necessary  or  appropriate  to  carry  out  the  purposes  and  intent  of  this
Subscription Agreement.

     3.6 This Subscription Agreement may be executed in one or more counterparts
each of which  shall be  deemed an  original,  but all of which  shall  together
constitute one and the same instrument.

                     Signatures appear on the following page


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<PAGE>

     IN WITNESS WHEREOF,  this Subscription  Agreement is agreed to and accepted
as of the day and year first written above.

                                      FLORIDA BANKS, INC.


                                      By: /s/ Charles E. Hughes, Jr.
                                          --------------------------------
                                          Name:  Charles E. Hughes, Jr.
                                          Title: President and CEO


                                      FLORIDA BANKS CAPITAL TRUST II


                                      By: /s/ Charles E. Hughes, Jr.
                                          --------------------------------
                                          Name:  Charles E. Hughes, Jr.
                                          Title: Administrator

Capital Securities Subscription Agreement


                                       7

<PAGE>

     IN  WITNESS  WHEREOF,  I have set my hand the day and  year  first  written
above.

MM COMMUNITY FUNDING III, LTD


By: /s/ Mora Parchment
    ---------------------------
    Print Name: Mora Parchment
    Title:      Director

Capital Securities Subscription Agreement


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