Exhibit 10.6

                          FLORIDA BANKS CAPITAL TRUST I
                               FLORIDA BANKS, INC.
                             SUBSCRIPTION AGREEMENT

     THIS  SUBSCRIPTION  AGREEMENT (this  "Agreement")  made among Florida Banks
Capital Trust I (the "Trust"), a statutory trust, Florida Banks, Inc., a Florida
corporation,  with its principal offices located at 5210 Belfort Road, Suite 310
Jacksonville, Florida 32256 (the "Company" and, collectively with the Trust, the
"Offerors"), and Bear Stearns Securities Corp. (the "Purchaser").

                                    RECITALS:

     A. The Trust desires to issue Four Thousand  (4,000) of its Trust Preferred
Securities  (the "Capital  Securities"),  liquidation  amount $1,000 per Capital
Security,  representing  an undivided  beneficial  interest in the assets of the
Trust (the  "Offering"),  to be issued pursuant to an Amended and Restated Trust
Agreement (the "Trust  Agreement"),  by and among the Company as depositor,  the
Trustees of the Trust (as defined  therein,  and the several Holders (as defined
therein),  which  Capital  Securities  are to be  guaranteed by the Company with
respect to distributions and payments upon liquidation, redemption and otherwise
pursuant  to the terms of a  Guarantee  Agreement  between the Company and Wells
Fargo Bank, National Association, as trustee (the "Guarantee"); and

     B. The proceeds  from the sale of the Capital  Securities  will be combined
with the  proceeds  from the sale by the  Trust  to the  Company  of its  common
securities,  and will be used by the Trust to purchase an  equivalent  amount of
the Floating  Rate Junior  Subordinated  Deferrable  Interest  Debentures of the
Company  (the "Debt  Securities")  to be issued by the  Company  pursuant  to an
indenture  to be  executed  by  the  Company  and  Wells  Fargo  Bank,  National
Association, as trustee (the "Indenture"); and

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

                                    ARTICLE I

                     PURCHASE AND SALE OF CAPITAL SECURITIES

     1.1.  Upon the  execution of this  Subscription  Agreement,  the  Purchaser
hereby  agrees  to  purchase  from  the  Trust  Four  Thousand  (4,000)  Capital
Securities  at a price  equal to $1,000  per  Capital  Security  (the  "Purchase
Price") and the Trust agrees to sell such Capital  Securities  to the  Purchaser
for said Purchase Price.  The rights and  preferences of the Capital  Securities
are set  forth  in the  Trust  Agreement.  The  Purchase  Price  is  payable  in
immediately  available funds on June 27, 2002 (the "Closing Date"). The Offerors
shall provide the  Purchaser  wire  transfer  instructions  no later than 5 days
prior to the Closing Date.

     1.2. The certificate for the Capital  Securities  shall be delivered by the
Trust on the Closing Date to the Purchaser or its designee.

<PAGE>

     1.3. An  Agreement,  effective as of June 27, 2002,  among the Offerors and
the Placement  Agent  identified  therein (the "Placement  Agreement")  includes
certain representations and warranties,  covenants and conditions to closing and
certain other matters governing the Offering.  The Placement Agreement is hereby
incorporated  by  reference  into  this  Agreement  and the  Purchaser  shall be
entitled to all the benefits under the Placement Agreement and shall be entitled
to enforce such Placement Agreement as fully as if the Purchaser were a party to
such Placement Agreement.

                                   ARTICLE II

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

     2.1.  The  Purchaser   understands  and   acknowledges   that  the  Capital
Securities,  the Debt  Securities and the Guarantee (i) have not been registered
under the  Securities  Act of 1933, as amended (the  "Securities  Act"),  or any
other applicable securities law, (ii) are being offered for sale by the Trust in
transactions not requiring  registration under the Securities Act, and (iii) may
not be offered,  sold, pledged or otherwise  transferred by the Purchaser except
in compliance with the  registration  requirements of the Securities Act and any
other  applicable  securities laws,  pursuant to an exemption  therefrom or in a
transaction not subject thereto.

     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 or any other  exemption from  registration  available  under the
Securities Act or any other securities law.

     2.3. The Purchaser has full power and authority to execute and deliver this
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 Agreement.

     2.4  Such  Purchaser  believes  it has  received  all  the  information  it
considers  necessary or appropriate for deciding whether to purchase the Capital
Securities.  Such Purchaser further represents that it has had an opportunity to
ask  questions  and receive  answers from the Offerors  regarding  the terms and
conditions  of  the  offering  of  the  Capital  Securities  and  the  business,
properties, prospects and financial condition of the Offerors.

     2.5 Such  Purchaser  acknowledges  that it is able to fend for itself,  can
bear the economic risk of its investment,  and has such knowledge and experience
in financial or business matters that it is capable of evaluating the merits and
risks of the investment in the Capital Securities.


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<PAGE>



                                   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,  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, Florida 32256
           Attention: T. Edwin Stinson, Sr.
           Telecopy: (904) 296-2820

           To the Purchaser:

           Bear Stearns Securities Corp.
           383 Madison Avenue
           New York, New York  10179
           Attention: Tom Dunstan
           Telecopy: (212) 272-5445

     Unless otherwise expressly provided herein, notices shall be deemed to have
been given on the date of mailing,  except  notice of change of  address,  which
shall be deemed to have been given when received.

     3.2 This  Agreement  shall not be changed,  modified or amended except by a
writing  signed by the  parties to be  charged,  and this  Agreement  may not be
discharged  except by performance  in accordance  with its terms or by a writing
signed by the party to be charged.

     3.3 Upon the  execution  and delivery of this  Agreement by the  Purchaser,
this Agreement  shall become a binding  obligation of the Purchaser with respect
to the purchase of Capital Securities as herein provided.

     3.4  NOTWITHSTANDING  THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY
OF THE  PARTIES  HERETO,  THE  PARTIES  EXPRESSLY  AGREE  THAT ALL THE TERMS AND
PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF Florida, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

     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 Agreement.


                                      -3-

<PAGE>

     3.6 This  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.


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<PAGE>

     IN WITNESS WHEREOF,  this Subscription  Agreement is agreed to and accepted
effective June 27, 2002.

                                         Florida Banks, Inc.


                                         By:
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                                         Name:
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                                         Title:
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                                         Florida Banks Capital Trust I


                                         By:
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                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


                                         Bear, Stearns & Co. Inc.


                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
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