Exhibit 10.7

               Floating Rate Cumulative Trust Preferred Securities
               (Liquidation Amount of $1,000 per Capital Security)

                          Florida Banks Capital Trust I


                               PLACEMENT AGREEMENT

                                                   Effective as of June 27, 2002

SAMCO Capital Markets
1700 Pacific Avenue, Suite 2000
Dallas, Texas  75201


Ladies and Gentlemen:

     Florida Banks Capital Trust I (the  "Trust"),  a statutory  business  trust
organized  under the  Delaware  Business  Trust Act, 12 Del. C. ss. 3801 et seq.
                                                                         -- ---
(the "Delaware Act"),  and Florida Banks,  Inc. (the "Company" and together with
the Trust, the "Offerors"), confirm their agreement (the "Agreement") with SAMCO
Capital Markets, a division of Service Asset Management Company, as agent of the
Offerors  (the  "Placement  Agent"),  with  respect to the issue and sale by the
Trust and the placement by the Placement  Agent of Florida Banks Capital Trust I
Floating Rate  Cumulative  Trust  Preferred  Securities  (liquidation  amount of
$1,000  per  security)  of the Trust  bearing a variable  distribution  rate per
annum, reset quarterly,  equal to LIBOR (as defined in the Indenture) plus 3.65%
(the "Capital  Securities").  The Capital  Securities  will be guaranteed by the
Company to the extent provided in the Guarantee Agreement, to be dated as of the
Closing  Time (as  defined  in  Section 2 hereof  (the  "Guarantee  Agreement"),
between the Company and Wells Fargo Bank, National Association,  as trustee (the
"Guarantee   Trustee"),   with  respect  to  distributions   and  payments  upon
liquidation, redemption and otherwise.

     The  entire  proceeds  from  the  sale of the  Capital  Securities  will be
combined  with the entire  proceeds from the sale by the Trust to the Company of
its common securities (the "Common  Securities"),  and will be used by the Trust
to purchase Four Million One Hundred Twenty Four Thousand  Dollars  ($4,124,000)
aggregate  principal amount of Floating Rate Junior Subordinated Debt Securities
due June 30, 2032 (the  "Subordinated  Debt Securities")  issued by the Company.
The Capital  Securities and the Common Securities will be issued pursuant to the
Amended and Restated  Declaration  of Trust,  to be dated as of the Closing Time
(the "Declaration"),  among the Company, as sponsor, the Administrative Trustees
named  therein (the  "Administrators"),  Wells Fargo  Delaware  Trust Company as
Resident  Trustee  (the  "Resident   Trustee"),   Wells  Fargo  Bank,   National
Association,  as  Property  Trustee  and the  holders,  from  time to  time,  of
undivided beneficial interests in the assets of the Trust. The Subordinated Debt
Securities  will be  issued  pursuant  to the  Indenture,  to be dated as of the
Closing  Time (the  "Indenture"),  between  the  Company  and Wells  Fargo Bank,
National Association, as indenture Trustee (the "Indenture Trustee").




<PAGE>

     The Indenture, the Guarantee Agreement, the Declaration, this Agreement and
the  Subscription  Agreement (as defined in Section 2(a) hereof) are hereinafter
referred to collectively as the "Operative Documents."

     SECTION 1. Representations and Warranties.
                ------------------------------

     (a) The Trust and the Company, jointly and severally, represent and warrant
to the Placement  Agent and the Purchaser (as defined in Section 2(a) hereof) of
Capital  Securities as of the date hereof and as of the Closing Time,  and agree
with the Placement Agent and the Purchaser, as follows:

         i. Similar Offerings. The Offerors have not, directly or indirectly,
            -----------------
solicited  any  offer to buy or  offered  to sell,  and will  not,  directly  or
indirectly,  solicit any offer to buy or offer to sell,  in the United States or
to any United  States  citizen or resident,  any  security  which is or would be
integrated  with the sale of the  Capital  Securities  in a  manner  that  would
require the Capital  Securities to be  registered  under the  Securities  Act of
1933, as amended (the "Act").

         ii.  Financial  Statements and Information.  The  consolidated  balance
              -------------------------------------
sheets of the Company and all of its  subsidiaries  as of December  31, 2001 and
December 31, 2000 and related  consolidated  income statements and statements of
changes in shareholders' equity for the 2 years ended December 31, 2001 together
with the notes  thereto,  copies  of each of which  have  been  provided  to the
Placement Agent (together,  the "Financial  Statements"),  have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis  (except as may be disclosed  therein) and fairly  present in all material
respects the  financial  position and the results of  operations  and changes in
shareholders'  equity of the Company and all of its subsidiaries as of the dates
and for the periods indicated (subject to normal recurring year-end adjustments,
none of which shall be  material).  The books and records of the Company and all
of its  subsidiaries  have  been,  and are  being,  maintained  in all  material
respects in accordance  with generally  accepted  accounting  principles and any
other applicable legal and accounting requirements.

         iii. No Material Adverse Change.  Except as previously disclosed to the
              --------------------------
Placement  Agent in writing,  since  December 31, 2001,  there have not been any
material  adverse  changes  or  developments   with  respect  to  the  condition
(financial or otherwise),  earnings, affairs, business,  prospects or results of
operations of the Offerors on a consolidated basis.

         iv. Regulatory  Enforcement Matters.  Neither the Company or any of its
             -------------------------------
subsidiaries  is  subject or is party to, or has  received  any notice or advice
that any of them may become subject or party to, any investigation  with respect
to, any  cease-and-desist  order,  agreement,  consent agreement,  memorandum of
understanding or other regulatory  enforcement action,  proceeding or order with
or by, or is a party to any commitment  letter or similar  undertaking to, or is
subject to any directive by, or has been, a recipient of any supervisory  letter
from,  or has adopted any board  resolutions  at the request of, any  Regulatory
Agency (as defined below) that currently  restricts in any material  respect the
conduct  of their  business  or that in any  material  manner  relates  to their
capital  adequacy,  their credit  policies,  their  management or their business
(each, a "Regulatory Agreement"), nor has the Company or any of its subsidiaries
been  advised  by any  Regulatory  Agency  that  it is  considering  issuing  or
requesting any such Regulatory Agreement;  and there is no unresolved violation,

                                       2
<PAGE>

criticism or exception  by any  Regulatory  Agency with respect to any report or
statement relating to any examinations of the Company or any of its subsidiaries
taken as a whole which, in the reasonable  judgment of the Company,  is expected
to result in a material  adverse effect.  As used herein,  the term  "Regulatory
Agency"  means any  federal or state  agency  charged  with the  supervision  or
regulation  of  depositary  institutions  or  holding  companies  of  depositary
institutions, or engaged in the insurance of depositary institution deposits, or
any court,  administrative  agency or commission or other  governmental  agency,
authority or  instrumentality  having  supervisory or regulatory  authority with
respect to the Company or any of its subsidiaries.

         v. No  Undisclosed  Liabilities.  Neither  the  Company  nor any of its
            ----------------------------
subsidiaries  has any  material  liability,  whether  known or unknown,  whether
asserted or  unasserted,  whether  absolute or  contingent,  whether  accrued or
unaccrued, whether liquidated or unliquidated, and whether due or to become due,
including  any  liability  for  taxes  (and  there is no past or  present  fact,
situation,  circumstance,  condition  or other  basis for any  present or future
action, suit, proceeding,  hearing, charge,  complaint,  claim or demand against
the Company or its subsidiaries  giving rise to any such liability),  except (i)
for  liabilities  set  forth  in  the  Financial   Statements  and  (ii)  normal
fluctuations  in the amount of the  liabilities  referred to in clause (i) above
occurring  in the  ordinary  course of  business  of the  Company and all of its
subsidiaries  since the date of the most recent  balance sheet  included in such
Financial Statements.

         vi. Good Standing of the Company.  The Company has been duly  organized
             ----------------------------
and is validly  existing as a corporation in good standing under the laws of the
State of Florida and has full power and authority  under such laws to own, lease
and operate its  properties  and to conduct its  business  and to enter into and
perform its obligations  under each of the Operative  Documents to which it is a
party;  and the Company is duly  registered as a bank holding  company under the
Bank Holding Company Act of 1956, as amended.

         vii. Good Standing of the Subsidiaries.  Each "significant  subsidiary"
(as  defined in Rule 1-02 of  Regulation  S-X) of the  Company ( a  "Significant
Subsidiary")  has been duly  organized  and is validly  existing as an entity in
good standing  under the laws of the  jurisdiction  in which it is chartered and
has full power and  authority  under  such laws to own,  lease and  operate  its
properties and to conduct its current and contemplated business; and the deposit
accounts  of  each of the  Company's  subsidiary  banks  are  insured  up to the
applicable  limits by the Bank Insurance Fund or Savings  Association  Insurance
Fund of the Federal Deposit  Insurance  Corporation  (the "FDIC") to the fullest
extent  permitted  by law and the rules  and  regulations  of the  FDIC,  and no
proceeding for the revocation or termination of such insurance is pending or, to
the knowledge of the Company, threatened.

         viii.   Foreign   Qualifications.   The  Company  and  its  significant
                 ------------------------
subsidiaries  are each duly  qualified  as a  foreign  corporation  to  transact
business  and are each in good  standing  in each  jurisdiction  in  which  such
qualification  is  required,  whether by reason of the  ownership  or leasing of
property or the conduct of  business,  except where the failure to so qualify or
be in good standing,  in the reasonable judgment of the Company, is not expected
to result in a material adverse effect.



                                       3
<PAGE>

         ix. Capital Stock Duly Authorized and Validly Issued. All of the issued
             ------------------------------------------------
and  outstanding  capital  stock of the  Company  has been duly  authorized  and
validly  issued  and is fully  paid and  nonassessable;  all of the  issued  and
outstanding capital stock of each significant subsidiary of the Company has been
duly authorized and validly issued, is fully paid and nonassessable and is owned
by the Company, directly or through subsidiaries, free and clear of any security
interest, mortgage, pledge, lien, encumbrance,  claim or equitable right, except
as otherwise disclosed in writing to the Placement Agent; and none of the issued
and outstanding capital stock of the Company or its Significant Subsidiaries was
issued in violation of any  preemptive or similar rights arising by operation of
law, under the charter,  by-laws or code of regulations of the Company or any of
its Significant  Subsidiaries or under any agreement to which the Company or any
of its Significant Subsidiaries is a party.

         x. Good  Standing of the Trust.  The Trust has been duly created and is
            ---------------------------
validly  existing in good  standing as a business  trust under the  Delaware Act
with the power and  authority  to own  property  and to conduct its  business as
provided in the Declaration, to enter into and perform its obligations under the
Operative  Documents  to which it is a party,  as  applicable,  and to issue the
Capital  Securities  and the Common  Securities;  the Trust is not a party to or
otherwise bound by any agreement other than the Operative  Documents to which it
is a party;  and the Trust is, and will be, under  current law,  classified  for
United  States  federal  income tax  purposes  as a grantor  trust and not as an
association taxable as a corporation.

         xi. Authorization of Common Securities. At the Closing Time, the Common
             ----------------------------------
Securities  will have been duly authorized for issuance by the Trust pursuant to
the  Declaration  and,  when duly  issued and  executed in  accordance  with the
Declaration and delivered by the Trust to the Company  against payment  therefor
in accordance with the subscription  agreement therefor,  will be validly issued
and fully paid and nonassessable undivided common beneficial ownership interests
in the assets of the Trust; the issuance of the Common Securities is not subject
to  preemptive  or other similar  rights;  and at the Closing  Time,  all of the
issued and outstanding  Common Securities of the Trust will be owned directly by
the Company,  free and clear of any security interest,  mortgage,  pledge, lien,
encumbrance, claim or equitable right.

         xii.  Authorization  of Capital  Securities.  At the Closing Time,  the
               -------------------------------------
Capital  Securities  will have been duly  authorized  for  issuance by the Trust
pursuant to the Declaration, and when duly issued, executed and authenticated in
accordance  with the  Declaration  and  delivered by the Trust  against  payment
therefor as provided herein and in the Subscription  Agreement,  will be validly
issued and fully paid and nonassessable undivided preferred beneficial ownership
interests  in the assets of the Trust;  the  issuance of the Capital  Securities
will not be subject to  preemptive  or other  similar  rights;  and the  Capital
Securities will be in the form contemplated by, and entitled to the benefits of,
the Declaration.

         xiii.  Authorization  of  Agreement.   This  Agreement  has  been  duly
                ----------------------------
authorized, executed and delivered by each of the Offerors.

         xiv.  Authorization  of  Declaration.  The  Declaration  has been  duly
               ------------------------------
authorized by the Company and, at the Closing Time, will have been duly executed
and  delivered  by  the  Company  and  the  Administrators,   and  assuming  due
authorization,  execution  and  delivery  of the  Declaration  by  the  Resident
Trustee,  the  Declaration  will be, at the  Closing  Time,  a valid,  legal and


                                       4
<PAGE>

binding agreement of the Company,  enforceable against the Company in accordance
with its terms,  except to the extent that  enforceability may be limited by (a)
bankruptcy,  insolvency,  reorganization,  moratorium,  fraudulent conveyance or
other  similar  laws now or hereafter in effect  relating to  creditors'  rights
generally  and  (b)  general   principles  of  equity   (regardless  of  whether
enforceability is considered in a proceeding at law or in equity) (collectively,
the "Enforceability Exceptions").

         xv. Authorization of Guarantee  Agreement.  The Guarantee Agreement has
             -------------------------------------
been duly  authorized by the Company;  and, at the Closing  Time,  the Guarantee
Agreement  will have been duly  executed  and  delivered by the Company and will
constitute a valid,  legal and binding  agreement  of the  Company,  enforceable
against  the  Company in  accordance  with its terms,  except to the extent that
enforceability may be limited by the Enforceability Exceptions.

         xvi. Authorization of Indenture. The Indenture has been duly authorized
              --------------------------
by the Company  and,  at the  Closing  Time,  will have been duly  executed  and
delivered  by the  Company  and will  constitute  a  valid,  legal  and  binding
agreement of the Company, enforceable against the Company in accordance with its
terms,  except  to  the  extent  that  enforceability  may  be  limited  by  the
Enforceability Exceptions.

         xvii.  Authorization of Subordinated Debt Securities.  The Subordinated
                ---------------------------------------------
Debt Securities  have been duly authorized by the Company;  at the Closing Time,
the  Subordinated  Debt  Securities  will have been duly executed by the Company
and,  when  authenticated  in the  manner  provided  for in  the  Indenture  and
delivered by the Company to the Trust against  payment  therefor as contemplated
in the subscription agreement therefor, will constitute valid, legal and binding
obligations of the Company,  enforceable  against the Company in accordance with
their  terms,  except to the extent  that  enforceability  may be limited by the
Enforceability  Exceptions; the Subordinated Debt Securities will be in the form
contemplated by, and entitled to the benefits of, the Indenture; and the Company
has no present intention to exercise its option to defer payments of interest on
the Subordinated Debt Securities as provided in the Indenture.

         xviii.  Authorization of Administrators.  Each of the Administrators of
                 -------------------------------
the Trust is an officer or employee of the Company and has been duly  authorized
by the Company to execute and deliver the Declaration.

         xix. Not an Investment  Company.  Neither the Trust nor the Company is,
              --------------------------
and immediately following  consummation of the transactions  contemplated hereby
and the  application  of the net  proceeds  therefrom  neither the Trust nor the
Company will be, an  "investment  company"  required to be registered  under the
Investment Company Act of 1940, as amended (the "1940 Act").

         xx. Absence of Defaults and Conflicts. The Trust is not in violation of
             ---------------------------------
the trust  certificate of the Trust filed with the State of Delaware (the "Trust
Certificate")  or the  Declaration,  and  neither  the  Company  nor  any of its
Significant  Subsidiaries  is in violation  of its  charter,  by-laws or code of
regulations; none of the Trust, the Company or any significant subsidiary of the
Company  is in default  in the  performance  or  observance  of any  obligation,
agreement, covenant or condition contained in any contract, indenture, mortgage,
deed of trust,  loan or credit  agreement,  note,  lease or other  agreement  or
instrument  to which it is a party or by which it or any of them may be bound or


                                       5
<PAGE>

to which any of its properties or assets is subject  (collectively,  "Agreements
and  Instruments"),  except for such defaults under  Agreements and  Instruments
that, in the reasonable judgment of the Company, are not expected to result in a
material  adverse  effect;  and the execution,  delivery and  performance of the
Operative  Documents  by the  Trust or the  Company,  as the  case  may be,  the
issuance,  sale and delivery of the Capital Securities and the Subordinated Debt
Securities,  the consummation of the transactions  contemplated by the Operative
Documents,  and  compliance  by the  Offerors  with the  terms of the  Operative
Documents to which they are a party have been duly  authorized  by all necessary
corporate  action on the part of the Company and, at the Closing Time, will have
been duly  authorized by all necessary  action on the part of the Trust,  and do
not and will not,  whether  with or  without  the giving of notice or passage of
time or both,  violate,  conflict  with or constitute a breach of, or default or
Repayment  Event  (as  defined  below)  under,  or  result  in the  creation  or
imposition  of  any,  security  interest,   mortgage,   pledge,   lien,  charge,
encumbrance,  claim or  equitable  right  upon any  properties  or assets of the
Trust,  the Company or any of its Significant  Subsidiaries  pursuant to, any of
the Agreements and Instruments,  nor will such action result in any violation of
the provisions of the charter,  by-laws or code of regulations of the Company or
any of its Significant Subsidiaries or the Declaration or the Trust Certificate,
or  violation  by the  Company  or any of its  Significant  Subsidiaries  of any
applicable law, statute,  rule, regulation,  judgment,  order, writ or decree of
any  government,  government  authority,  agency  or  instrumentality  or court,
domestic or foreign, having jurisdiction over the Trust or the Company or any of
its  Significant   Subsidiaries  or  their   respective   properties  or  assets
(collectively,  "Governmental  Entities").  As used herein, a "Repayment  Event"
means any event or  condition  which gives the holder of any note,  debenture or
other evidence of  indebtedness  (or any person acting on such holder's  behalf)
the right to require the repurchase, redemption or repayment of all or a portion
of such  indebtedness  by the  Trust or the  Company  or any of its  Significant
Subsidiaries prior to its scheduled maturity.

         xxi.  Absence of Labor Dispute.  No labor dispute with the employees of
               ------------------------
the  Company  or any of its  subsidiaries  exists  or, to the  knowledge  of the
executive  officers  of the  Company,  is  imminent,  which,  in the  reasonable
judgment of the Company, is expected to result in a material adverse effect.

         xxii.  Absence of  Proceedings.  Except as  otherwise  disclosed to the
                -----------------------
Placement Agent in writing,  there is no action,  suit,  proceeding,  inquiry or
investigation  before or brought by any Governmental Entity, now pending, or, to
the knowledge of the Trust or the Company, threatened,  against or affecting the
Trust  or the  Company  or any of its  subsidiaries,  which,  in the  reasonable
judgment  of the Trust or the  Company,  is  expected  to  result in a  material
adverse  effect or  materially  and  adversely  affect the  consummation  of the
transactions  contemplated by the Operative  Documents or the performance by the
Trust  or the  Company  of its  obligations  hereunder  or  thereunder;  and the
aggregate of all pending legal or governmental proceedings to which the Trust or
the  Company  or any of its  subsidiaries  is a party or of  which  any of their
respective  properties  or assets is the  subject,  including  ordinary  routine
litigation  incidental to the business,  are not, in the reasonable  judgment of
the Company or the Trust, expected to result in a material adverse effect.

         xxiii.  Possession  of Licenses  and  Permits.  Each of the Trust,  the
                 -------------------------------------
Company and the significant  subsidiaries of the Company possesses such permits,
licenses,   approvals,   consents   and  other   authorizations   (collectively,


                                       6
<PAGE>

"Governmental   Licenses")  issued  by  the  appropriate  Governmental  Entities
necessary  to conduct the  business now operated by them that is material to the
Trust  or  the  Company  and  its  significant  subsidiaries  considered  as one
enterprise;  each of the Trust, the Company and the significant  subsidiaries of
the  Company  is in  compliance  with the  terms  and  conditions  of all of its
Governmental Licenses,  except where the failure so to comply, in the reasonable
judgment of the Company,  is not expected to,  singularly  or in the  aggregate,
have a material adverse effect;  all of the Governmental  Licenses are valid and
in full  force and  effect,  except  when the  invalidity  of such  Governmental
Licenses  or the failure of such  Governmental  Licenses to be in full force and
effect,  in the  reasonable  judgment of the Company,  is not expected to have a
material  adverse effect;  and none of the Trust, the Company or any significant
subsidiary of the Company has received any notice of proceedings relating to the
revocation or modification of any such Governmental  Licenses which,  singularly
or in the aggregate,  in the reasonable judgment of the Company or the Trust, is
expected to result in a material adverse effect.

         xxiv.  Title to Property.  Except as otherwise  disclosed in writing to
                -----------------
the  Placement  Agent or in the Financial  Statements  and except for pledges of
securities in the ordinary  course of business,  each of the Trust,  the Company
and the significant subsidiaries of the Company has good and marketable title to
all of their  respective  real and  personal  properties,  in each case free and
clear of all liens,  encumbrances and defects, except such as, in the reasonable
judgment of the Trust or the Company,  singularly or in the  aggregate,  are not
expected  to result in a  material  adverse  effect;  and all of the  leases and
subleases under which the Trust,  the Company or any  significant  subsidiary of
the Company  holds  properties,  are in full force and  effect,  except when the
failure of such  leases and  subleases  to be in full force and  effect,  in the
reasonable  judgment of the  Company,  singularly  or in the  aggregate,  is not
expected to have a material adverse effect, and none of the Trust the Company or
any  significant  subsidiary  of the  Company has any notice of any claim of any
sort that has been  asserted by anyone  adverse to the rights of the Trust,  the
Company or any significant  subsidiary of the Company under any of the leases or
subleases under which the Trust,  the Company or any  significant  subsidiary of
the Company holds  properties,  or affecting or  questioning  the rights of such
entity to the continued possession of the leased or subleased premises under any
such lease or sublease,  except when such claim,  in the reasonable  judgment of
the Company,  singularly or in the aggregate, is not expected to have a material
adverse effect.

         xxv.  Stabilization.  The  Company  has not  taken  and will not  take,
               -------------
directly or  indirectly,  any action  designed  to, or that might be  reasonably
expected to, cause or result in  stabilization  or  manipulation of the price of
the Capital Securities.

         xxvi. No General Solicitation. Neither the Trust or the Company nor any
               -----------------------
of their Affiliates (as defined in Rule 501(b) under the 1933 Act) or any person
acting on its or any of their behalf (other than the Placement Agent, as to whom
the Offerors make no  representation)  has engaged or will engage, in connection
with the offering of the Capital Securities, in any form of general solicitation
or general advertising within the meaning of Rule 502(c) under the 1933 Act.

         xxvii. No Directed  Selling  Efforts.  Neither the Trust or the Company
                -----------------------------
nor any of their  Affiliates  or any person acting on its or any of their behalf
(other than Bear,  Stearns & Co, Inc. and the  Placement  Agent,  as to whom the


                                       7
<PAGE>

Offerors  make no  representation)  has engaged or will  engage in any  directed
selling  efforts  within  the  meaning  of  Regulation  S  under  the  1933  Act
("Regulation S") with respect to the offering of the Capital Securities.

         xxviii.  No Registration.  Subject to compliance by the Placement Agent
                  ---------------
with the  relevant  provisions  of  Section 6  hereof,  it is not  necessary  in
connection  with the offer,  sale and delivery of the Capital  Securities by the
Trust in the manner  contemplated  by this  Agreement  to  register  the Capital
Securities,  the  guarantee  as  described  in the  Guarantee  Agreement  or the
Subordinated  Debt Securities  under the 1933 Act or to qualify the Declaration,
the Guarantee  Agreement or the Indenture under the Trust Indenture Act of 1939,
as amended.

     (b)  Any  certificate  signed  by any  Trustee  of the  Trust  or any  duly
authorized  officer of the Company or any of its  subsidiaries  and delivered to
you or to counsel for the Placement Agent shall be deemed a  representation  and
warranty by the Trust or the Company, as the case may be, to the Placement Agent
as to the matters covered thereby.

     SECTION 2. Sale and Delivery through Placement Agent: Closing.
                --------------------------------------------------

     (a) The Offerors  propose to issue and sell the Capital  Securities on June
27,  2002 (or  such  other  time  mutually  agreed  to by the  Offerors  and the
Placement  Agent)  (the  "Closing  Time")  to  Bear,  Stearns  & Co,  Inc.  (the
"Purchaser"), pursuant to the terms of the Subscription Agreement, to be entered
into on or prior to the Closing Time (the "Subscription Agreement"), between the
Offerors  and the  Purchaser.  The  Offerors  agree to execute the  Subscription
Agreement with the Purchaser and to return the same to the Placement  Agent.  In
addition, the Offerors agree that the Purchaser shall be entitled to the benefit
of,  and to rely  on,  the  provisions  of this  Agreement  to the  extent  such
provisions  address or relate to the  Purchaser or the Capital  Securities to be
purchased by the Purchaser.

     (b) The Offerors hereby grant to the Placement Agent the exclusive right to
arrange the  placement  of the Capital  Securities  with the  Purchaser on their
behalf.  The  Placement  Agent  accepts  such  right and  agrees to use its best
efforts, on and prior to the Closing Time, to effect such placement.

     (c) Deliveries of certificates for the Capital  Securities shall be made by
the Trust to or on behalf of the  Purchaser  at the  offices of Bear,  Stearns &
Co.,  Inc. at 383 Madison  Avenue,  New York,  New York  10179,  Attention:  Tom
Dunstan,  and payment of the purchase price for the Capital  Securities shall be
made by the  Purchaser to the Trust by wire  transfer of  immediately  available
funds to a bank  designated by the Company  contemporaneous  with closing at the
Closing Time.

Certificates  for the Capital  Securities  in the aggregate  liquidation  amount
thereof shall be registered in the name of the Purchaser.

     (d) As compensation to the Placement Agent for its placement of the Capital
Securities,  including any portion of such compensation due to any other members
of the Regional  Advisors  Alliance  represented by the Placement  Agent, and in
view of the fact that the proceeds of the sale of the Capital Securities will be
used to purchase the  Subordinated  Debt Securities of the Company,  the Company


                                       8
<PAGE>

hereby agrees to pay at the Closing Time to the Placement  Agent in  immediately
available funds a commission  equal to 3% of the aggregate value of the Floating
Rate  Cumulative  Trust  Preferred  Securities  to be  delivered  by  the  Trust
hereunder at the Closing Time. The Company  further agrees that, upon request of
the Placement Agent, the Purchaser shall be permitted to cause the amount of the
aforesaid compensation,  plus any expenses otherwise due to be reimbursed by the
Company  to the  Placement  Agent or its  counsel  with  respect  to sale of the
Capital Securities, to be deducted from the amount of the purchase price payable
to the Company by the Purchaser  under the immediately  preceding  paragraph (c)
and thereupon to cause such deducted amount to be paid directly to the Placement
Agent at the Closing Time.

     (e) In performing  its duties under this  Agreement,  the  Placement  Agent
shall be  entitled  to rely upon any  notice,  signature  or  writing  which the
Placement  Agent  shall in good faith  believe to be genuine and to be signed or
presented by a proper party or parties.  The  Placement  Agent may rely upon any
opinions or certificates  or other documents  delivered by the Offerors or their
counsel or designees either to it or the Purchaser.  In addition,  in connection
with the  performance of its duties under this  Agreement,  the Placement  Agent
shall not be liable for any error of judgment or any action  taken or omitted to
be taken  unless it was grossly  negligent or engaged in willful  misconduct  in
connection  with such  performance  or  non-performance.  No  provision  of this
Agreement  shall require the Placement  Agent to expend or risk its own funds or
otherwise incur any financial liability on behalf of the Purchaser in connection
with the performance of any of its duties  hereunder.  The Placement Agent shall
be under no  obligation  to exercise any of the rights or powers vested in it by
this Agreement.

     SECTION 3.  Notice of  Material  Events.  The  Offerors  covenant  with the
                 ---------------------------
Placement  Agent and the Purchaser  that prior to the  completion of the initial
placement of the Capital  Securities  through the Placement  Agent, the Offerors
will immediately notify the Placement Agent, and confirm such notice in writing,
of any event or development that, in the reasonable  judgment of the Company, is
expected to result in a material adverse effect.

     SECTION  4.  Payment of  Expenses.  Whether  or not this  Agreement  or the
                  --------------------
Subscription  Agreement is terminated  or the sale of the Capital  Securities is
consummated,  the Company,  as borrower under the Subordinated  Debt Securities,
will pay all expenses  incident to the performance of its obligations under this
Agreement,  including  (i)  the  preparation,   issuance  and  delivery  of  the
certificates for the Capital  Securities and Subordinated Debt Securities,  (ii)
the fees and  disbursements  of the  Company's  counsel,  accountants  and other
advisors,  and (iii) the fees and expenses of any trustee appointed under any of
the Operative  Documents,  including the fees and  disbursements  of counsel for
such trustees.

     SECTION 5. Conditions of Placement Agent's Obligations.  The obligations of
                -------------------------------------------
the Placement  Agent and the  Purchaser at the Closing Time,  are subject to the
accuracy of the  representations  and  warranties  of the Offerors  contained in
Section 1 hereof or in  certificates  of any  Administrator  of the Trust or any
officer of the  Company or any of its  subsidiaries  delivered  pursuant  to the
provisions  hereof,  to the  performance  by the  Offerors of their  obligations
hereunder, and to the following further conditions:



                                       9
<PAGE>

     (a) Opinion of Counsel for  Offerors.  At the Closing  Time,  the Placement
         --------------------------------
Agent shall have received the favorable  opinion,  dated as of the Closing Time,
of Akerman,  Senterfill & Eidson, in form and substance reasonably  satisfactory
to counsel for the Placement Agent. Such counsel may state that, insofar as such
opinion  involves  factual  matters,  they have relied,  to the extent they deem
proper,  upon  certificates  of  Administrators  of the Trust,  officers  of the
Company or any of its subsidiaries and public officials.

     (b) Opinion of Special Delaware Counsel for the Trust. At the Closing Time,
         -------------------------------------------------
the Placement Agent shall have received the favorable  opinion,  dated as of the
Closing Time, of Potter Anderson & Corroon LLP,  special counsel for the Company
and the Trust, in form and substance reasonably  satisfactory to counsel for the
Placement Agent.

     (c) Opinion of Counsel to the Guarantee Trustee,  the Resident Trustee, and
         -----------------------------------------------------------------------
the  Indenture  Trustee.  At the Closing Time,  the  Placement  Agent shall have
-----------------------
received the favorable opinion, dated as of the Closing Time, of Potter Anderson
& Corroon LLP, counsel for the Guarantee Trustee,  the Resident Trustee, and the
Indenture Trustee in substantially  the form reasonably  satisfactory to counsel
for the Placement Agent.

     (d) Certificates. At the Closing Time, there shall not have been, since the
         ------------
date hereof, any material adverse effect, and the Placement Agent shall have the
right to receive upon request a certificate of the Chairman, the Chief Executive
Officer,  the  President,  any Executive Vice President or any Vice President of
the Company and of the Chief Financial  Officer or Chief  Accounting  Officer of
the Company and a certificate of an Administrator of the Trust,  dated as of the
Closing  Time,  to the effect that (i) there has been no such  material  adverse
effect,  (ii) the  representations  and warranties in Section 1 hereof were true
and correct when made and are true and correct with the same force and effect as
though expressly made at and as of the Closing Time, and (iii) the Offerors have
complied with all  agreements  and satisfied all  conditions on their part to be
performed or satisfied at or prior to the Closing Time.

     (e) Sale of Securities.  The Purchaser shall have sold securities issued by
         ------------------
it in such an amount that the net proceeds  therefrom  shall be available at the
Closing Time and shall be sufficient to purchase the Capital  Securities and all
other capital  securities  contemplated in agreements  similar to this Agreement
and the Subscription Agreement.

     (f) Additional Documents.  At the Closing Time, the Placement Agent and the
         --------------------
Purchaser  shall have been  furnished  such  documents  and opinions as they may
reasonably  request in  connection  with the issue,  sale and  placement  of the
Capital Securities; and all proceedings taken by the Offerors in connection with
the issuance, sale and placement of the Capital Securities shall be satisfactory
in form and substance to the Placement Agent and the Purchaser.

     SECTION 6. Offers and Sales of the Capital Securities.
                ------------------------------------------

     (a) Offer and Sale Procedures.  The Placement Agent and the Offerors hereby
         -------------------------
establish  and agree to observe the  following  provisions  with  respect to the
offer, issue, sale and placement of the Capital Securities:



                                       10
<PAGE>

         i.  Offers  and Sales  only to the  Purchaser.  Offers and sales of the
             -----------------------------------------
Capital Securities will be made in the United States or pursuant to Regulation S
outside the United States only to the  Purchaser in a transaction  not requiring
registration under the 1933 Act.

         ii.  No  General  Solicitation.  No  general  solicitation  or  general
              -------------------------
advertising  (within the meaning of Rule 502(c) under the 1933 Act) will be used
in connection with the offering of the Capital Securities.

         iii. No Directed Selling  Efforts.  No directed selling efforts (within
              ----------------------------
the meaning of  Regulation  S) will be used with  respect to the offering of the
Capital Securities.

         iv.  Purchaser  Notification.  Prior to or  contemporaneously  with the
              -----------------------
purchase of the Capital  Securities by the Purchaser,  the Placement  Agent will
take  reasonable  steps to inform the Purchaser that the Capital  Securities (A)
have not been and will not be registered  under the 1933 Act, (B) are being sold
to them without  registration under the 1933 Act in accordance with an exemption
from  registration  under  the  1933  Act and (C)  may not be  offered,  sold or
otherwise  transferred  except (1) to the Company or (2) in accordance  with (x)
Rule  144A to a person  whom  the  seller  reasonably  believes  is a  Qualified
Institutional  Buyer (as  defined in Rule 144A under the  Securities  Act ("Rule
144A"))  that is  purchasing  such  Securities  for its own  account  or for the
account  of a  Qualified  Institutional  Buyer to whom  notice is given that the
offer, sale or transfer is being made in reliance on Rule 144A, (y) Regulation S
to a  non-U.S.  person in an  offshore  transaction  or (z) any other  available
exemption from registration under the 1933 Act (including the exemption provided
by Rule 144).

     (b) Covenants of the Offerors. Each of the Offerors, jointly and severally,
         --------------------------
covenant with the Placement Agent and the Purchaser as follows:

         i. Due  Diligence.  In  connection  with the initial  placement  of the
            --------------
Capital  Securities,  the Offerors agree that, prior to any offer or sale of the
Capital  Securities  through the Placement  Agent,  the Placement  Agent and the
Purchaser shall have the right to make reasonable inquiries into the business of
the Trust,  the Company and the  subsidiaries of the Company.  The Offerors also
agree to provide answers to the Placement Agent and the Purchaser, if requested,
concerning the Trust,  the Company and the  subsidiaries  of the Company (to the
extent that such  information is available or can be acquired and made available
without  unreasonable  effort or expense and to the extent the provision thereof
is not  prohibited  by  applicable  law) and the  terms  and  conditions  of the
offering of the Capital Securities and the Subordinated Debt Securities.

         ii. Integration.  The Offerors agree that they will not, and will cause
             -----------
their Affiliates not to, make any offer or sale of securities of the Offerors of
any class if, as a result of the doctrine of  "integration"  referred to in Rule
502 under the 1933 Act, such offer or sale would render invalid the exemption of
the offering of the capital Securities from the registration requirements of the
1933 Act provided by Section 4(2) thereof or by Rule 144A or otherwise.

         iii. Restriction on Repurchases.  Until the expiration of two (2) years
              --------------------------
(or such  shorter  period as may  hereafter  be  referred  to in Rule 144(k) (or
similar successor rule)) after the original issuance of the Capital  Securities,
the Offerors will not, and will cause their Affiliates not to, purchase or agree
to purchase or otherwise  acquire any Capital  Securities  which are "restricted


                                       11
<PAGE>

securities"  (as such term is defined under Rule 144(a)(3)  under the 1933 Act),
whether as  beneficial  owner or  otherwise  unless,  immediately  upon any such
purchase,  the Offerors or any Affiliate shall submit such Capital Securities to
the Resident Trustee for cancellation.

     SECTION 7. Indemnification
                ---------------

     (a) Indemnification of the Placement Agent and the Purchaser.  The Offerors
         --------------------------------------------------------
agree, jointly and severally,  to indemnify and hold harmless: (x) the Placement
Agent and the  Purchaser,  (y) each person,  if any,  who  controls  (within the
meaning  of  Section  15 of the 1933  Act or  Section  20 of the  1934  Act) the
Placement Agent or the Purchaser (each such person, a "controlling  person") and
(z) the respective partners,  directors,  officers,  employees and agents of the
Placement Agent and the Purchaser or any such controlling person, as follows:

         i.  against  any and all loss,  liability,  claim,  damage and  expense
whatsoever, as incurred,  relating to or arising out of, or based upon, in whole
or in part (A) any untrue statement or alleged untrue statement of material fact
contained in any information  (whether written or oral) or documents executed in
favor of or furnished or made available to the Placement  Agent or the Purchaser
by  the  Offerors;  (B)  any  omission  or  alleged  omission  to  state  in any
information  (whether written or oral) or documents  executed by the Offerors or
furnished  or made  available  to the  Placement  Agent or the  Purchaser by the
Offerors  of a  material  fact  necessary  to make the  statements  therein  not
misleading; or (C) the breach or alleged breach of any representation,  warranty
or agreement of any Offeror contained herein or in the Subscription Agreement;

         ii.  against  any and all loss,  liability,  claim,  damage and expense
whatsoever,  as  incurred,  to  the  extent  of the  aggregate  amount  paid  in
settlement  of  any  litigation,  or  any  investigation  or  proceeding  by any
governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue  statement  or omission,  or any such alleged  untrue
statement  or omission or breach or alleged  breach of any such  representation,
warranty or  agreement;  provided that (subject to Section 7(c) hereof) any such
settlement is effected with the written consent of the Offerors; and

         iii. against any and all expense whatsoever, as incurred (including the
reasonable  fees and  disbursements  of counsel chosen by the Placement  Agent),
reasonably  incurred  in  investigating,  preparing  or  defending  against  any
litigation,  or any  investigation or proceeding by any  governmental  agency or
body,  commenced  or  threatened,  or any claim  whatsoever  based upon any such
untrue statement or omission,  or any such alleged untrue statement or omission,
or breach or alleged breach of any such  representation,  warranty or agreement,
to the extent that any such expense is not paid under (i) or (ii) above;

provided,  however, that the Company shall indemnify and hold harmless the Trust
against any and all loss,  liability,  claim, damage and expense whatsoever,  as
incurred, which is due from the Trust pursuant to the foregoing.

     (b) Actions against Parties;  Notification.  Each  indemnified  party shall
         --------------------------------------
give notice as promptly as reasonably  practicable to each indemnifying party of
any action  commenced  against it in  respect of which  indemnity  may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such

                                       12
<PAGE>

indemnifying  party  from  any  liability  hereunder  to  the  extent  it is not
materially prejudiced as a result thereof, and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. Counsel to the indemnified parties shall be selected by the Placement
Agent. An  indemnifying  party may participate at its own expense in the defense
of any such action;  provided,  however,  that counsel to the indemnifying party
shall not (except with the consent of the indemnified  party) also be counsel to
the indemnified party. In no event shall the indemnifying  parties be liable for
fees and  expenses of more than one counsel (in  addition to any local  counsel)
separate from their own counsel for all  indemnified  parties in connection with
any  one  action  or  separate  but  similar  or  related  actions  in the  same
jurisdiction  arising out of the same general  allegations or circumstances.  No
indemnifying  party shall,  without the prior written consent of the indemnified
parties,  settle or  compromise  or  consent to the entry of any  judgment  with
respect  to  any  litigation,   or  any   investigation  or  proceeding  by  any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which  indemnification  or  contribution  could be sought  under this
Section 7 or Section 8 hereof (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional  release of each indemnified  party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

     (c) Settlement  without Consent if Failure to Reimburse.  If at any time an
         ---------------------------------------------------
indemnified  party  shall  have  validly  requested  an  indemnifying  party  to
reimburse  the  indemnified  party  for  fees  and  expenses  of  counsel,  such
indemnifying  party  agrees  that it shall be liable for any  settlement  of the
nature  contemplated by Section 7(a)(ii) effected without its written consent if
(i) such  settlement  is entered  into more than 45 days  after  receipt by such
indemnifying party of the aforesaid request,  (ii) such indemnifying party shall
have received  notice of the terms of such  settlement at least 30 days prior to
such settlement being entered into and (iii) such  indemnifying  party shall not
have reimbursed such indemnified  party in accordance with such request prior to
the date of such settlement, provided, however, that an indemnifying party shall
not be liable  for any such  settlement  effected  without  its  consent if such
indemnifying  party (1) reimburses such indemnified  party with respect to those
fees and expenses of counsel that it determines in good faith are reasonable and
(2) provides  written  notice  within ten (10) days after receipt of the request
for reimbursement to the indemnified party  substantiating the unpaid balance as
unreasonable, in each case prior to the date of such settlement.

     SECTION  8.  Contribution.  In order  to  provide  for  just and  equitable
                  ------------
contribution in circumstances  under which the  indemnification  provided for in
Section 7 hereof is for any reason held to be  unenforceable  for the benefit of
an indemnified party in respect of any losses,  liabilities,  claims, damages or
expenses referred to therein,  then each indemnifying  party shall contribute to
the aggregate amount of such losses,  liabilities,  claims, damages and expenses
incurred by such  indemnified  party, as incurred,  (i) in such proportion as is
appropriate to reflect the relative  benefits  received by the Offerors,  on the
one hand, and the Placement  Agent,  on the other hand, from the offering of the
Capital Securities pursuant to this Agreement or (ii) if the allocation provided
by clause (i) is not  permitted  by  applicable  law, in such  proportion  as is
appropriate to reflect not only the relative  benefits referred to in clause (i)
above but also the  relative  fault of the  Offerors,  on the one hand,  and the
Placement Agent, on the other hand, in connection with the statements, omissions


                                       13
<PAGE>

or breaches  which  resulted in such  losses,  liabilities,  claims,  damages or
expenses, as well as any other relevant equitable considerations.

     The relative  benefits  received by the Offerors,  on the one hand, and the
Placement  Agent,  on the other hand,  in  connection  with the  offering of the
Capital Securities  pursuant to this Agreement shall be deemed to be in the same
respective  proportions  as the  total net  proceeds  from the  offering  of the
Capital  Securities  pursuant  to this  Agreement  (before  deducting  expenses)
received by the  Offerors  and the total  commission  received by the  Placement
Agent bear to the aggregate of such net proceeds and commissions.

     The  Offerors and the  Placement  Agent agree that it would not be just and
equitable if contribution pursuant to this Section 8 were determined by pro rata
allocation or by any other method of  allocation  which does not take account of
the equitable  considerations referred to above in this Section 8. The aggregate
amount of losses,  liabilities,  claims,  damages  and  expenses  incurred by an
indemnified  party and  referred  to above in this  Section 8 shall be deemed to
include any legal or other  expenses  reasonably  incurred  by such  indemnified
party in investigating,  preparing or defending  against any litigation,  or any
investigation  or proceeding by any  governmental  agency or body,  commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement, omission or alleged omission or breach or alleged breach.

     Notwithstanding the provisions of this Section 8, the Placement Agent shall
not be  required  to  contribute  any amount in excess of the total  commissions
received by it.

     No person  guilty of  fraudulent  misrepresentation  (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

     SECTION 9. Representations,  Warranties and Agreements to Survive Delivery.
                ---------------------------------------------------------------
All representations, warranties and agreements contained in this Agreement or in
certificates  of officers  of the  Company or  Trustees  of the Trust  submitted
pursuant hereto shall remain  operative and in full force and effect,  and shall
survive delivery of the Capital Securities by the Trust.

     SECTION 10. Notices. All notices and other  communications  hereunder shall
                 -------
be in  writing  and  shall be  deemed  to have  been  duly  given if  mailed  or
transmitted by any standard form of telecommunication.  Notices to the Placement
Agent  shall be  directed to the  Attention  of Mike  Weaver as  follows:  SAMCO
Capital  Markets,  1700  Pacific  Avenue,  Suite 2000,  Dallas,  Texas 75201 and
notices to the  Offerors  shall be directed to Florida  Banks,  Inc. as follows:
5210 Belfort Road, Suite 310  Jacksonville,  Florida 32256  Attention:  T. Edwin
Stinson, Sr..

     SECTION 11.  Parties.  This Agreement  shall inure to the benefit of and be
                  -------
binding upon each of the Placement  Agent and the Offerors and their  respective
successors.  Nothing  expressed or  mentioned  in this  Agreement is intended or
shall be  construed  to give any  person,  firm or  corporation,  other than the
Placement Agent, the Purchaser and the Offerors, and their respective successors
and the controlling persons and other persons referred to in Sections 1, 7 and 8
hereof and their heirs and legal representatives,  any legal or equitable right,
remedy or claim under or in respect of this  Agreement or any  provision  herein


                                       14
<PAGE>

contained.  This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive  benefit of the Placement  Agent, the Purchaser
and the Offerors and their respective  successors,  and said controlling persons
and other persons and their heirs and legal representatives, and for the benefit
of no other person, firm or corporation.

     SECTION  12.  GOVERNING  LAW.  THIS  AGREEMENT  SHALL  BE  GOVERNED  BY AND
                   --------------
CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF Florida WITHOUT REGARD TO
CONFLICT OF LAW PRINCIPLES.

     EACH OF THE TRUST AND THE COMPANY, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES
(INCLUDING,  WITHOUT LIMITATION,  THE TRUST),  HEREBY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE FEDERAL AND TEXAS STATE COURTS LOCATED IN THE CITY
OF DALLAS IN  CONNECTION  WITH ANY SUIT,  ACTION OR  PROCEEDING  RELATED TO THIS
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  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.

     SECTION 13. Effect of Headings. The Article and Section headings herein are
                 ------------------
for convenience only and shall not affect the construction hereof.

                                      * * *







                                       15
<PAGE>

     If the foregoing is in accordance with your understanding of our agreement,
please  sign and return to the  Company a  counterpart  hereof,  whereupon  this
instrument,  along with all counterparts,  will become a binding agreement among
the Placement Agent and the Offerors in accordance with its terms.


                                 Very truly yours,

                                 Florida Banks, Inc.


                                 By: ______________________________________
                                 Name: ____________________________________
                                 Title: ___________________________________

                                 Florida Banks Capital Trust I


                                 By:______________________________________
                                 Name: ___________________________________
                                 Title: __________________________________



CONFIRMED AND ACCEPTED,
 as of the date first above written:

SAMCO Capital Markets,
a division of Service Asset Management Company

By: ____________________________________
Name: __________________________________
Title: _________________________________




                                       16