Exhibit 10.5

                               GUARANTEE AGREEMENT

                               FLORIDA BANKS, INC.

                           Dated as of April 10, 2002

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                  Page
<S>                                                                                <C>
ARTICLE I         DEFINITIONS AND INTERPRETATION....................................1
   Section 1.1    Definitions and Interpretation....................................1
   -----------    ------------------------------

ARTICLE II        POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE................4
   Section 2.1    Powers and Duties of the Guarantee Trustee........................4
   -----------    ------------------------------------------
   Section 2.2    Certain Rights of the Guarantee Trustee...........................5
   -----------    ---------------------------------------
   Section 2.3    Not Responsible for Recitals or Issuance of Guarantee.............7
   -----------    -----------------------------------------------------
   Section 2.4    Events of Default; Waiver.........................................7
   -----------    -------------------------
   Section 2.5    Events of Default; Notice.........................................8
   -----------    -------------------------

ARTICLE III       THE GUARANTEE TRUSTEE.............................................8
   Section 3.1    The Guarantee Trustee; Eligibility................................8
   -----------    ----------------------------------
   Section 3.2    Appointment, Removal and Resignation of the Guarantee Trustee.....9
   -----------    -------------------------------------------------------------

ARTICLE IV        GUARANTEE.........................................................9
   Section 4.1    Guarantee.........................................................9
   -----------    ---------
   Section 4.2    Waiver of Notice and Demand......................................10
   -----------    ---------------------------
   Section 4.3    Obligations Not Affected.........................................10
   -----------    ------------------------
   Section 4.4    Rights of Holders................................................11
   -----------    -----------------
   Section 4.5    Guarantee of Payment.............................................11
   -----------    --------------------
   Section 4.6    Subrogation......................................................11
   -----------    -----------
   Section 4.7    Independent Obligations..........................................11
   -----------    -----------------------
   Section 4.8    Enforcement......................................................12
   -----------    -----------

ARTICLE V         LIMITATION OF TRANSACTIONS; SUBORDINATION........................12
   Section 5.1    Limitation of Transactions.......................................12
   -----------    --------------------------
   Section 5.2    Ranking..........................................................13
   -----------    -------

ARTICLE VI        TERMINATION......................................................13
   Section 6.1    Termination......................................................13
   -----------    -----------

ARTICLE VII       INDEMNIFICATION..................................................13
   Section 7.1    Exculpation......................................................13
   -----------    -----------
   Section 7.2    Indemnification..................................................14
   -----------    ---------------
   Section 7.3    Compensation; Reimbursement of Expenses..........................15
   -----------    ---------------------------------------

ARTICLE VIII      MISCELLANEOUS....................................................15
   Section 8.1    Successors and Assigns...........................................15
   -----------    ----------------------
   Section 8.2    Amendments.......................................................15
   -----------    ----------
   Section 8.3    Notices..........................................................16
   -----------    -------
   Section 8.4    Benefit..........................................................16
   -----------    -------
   Section 8.5    Governing Law....................................................16
   -----------    -------------
   Section 8.6    Counterparts.....................................................17
   -----------    ------------
</TABLE>


                                       i

<PAGE>

                               GUARANTEE AGREEMENT
                               -------------------

     This GUARANTEE AGREEMENT (the "Guarantee"),  dated as of April 10, 2002, is
executed  and  delivered  by  Florida  Banks,   Inc.,  a  bank  holding  company
incorporated  in Florida (the  "Guarantor"),  and Wilmington  Trust  Company,  a
Delaware  banking  corporation,  as trustee (the "Guarantee  Trustee"),  for the
benefit of the  Holders  (as  defined  herein)  from time to time of the Capital
Securities  (as defined  herein) of Florida  Banks  Capital Trust II, a Delaware
statutory business trust (the "Issuer").

     WHEREAS,  pursuant to an Amended  and  Restated  Declaration  of Trust (the
"Declaration"),  dated as of April 10, 2002, among the trustees named therein of
the Issuer,  Florida Banks, Inc., as sponsor,  and the Holders from time to time
of undivided  beneficial  interests  in the assets of the Issuer,  the Issuer is
issuing on the date hereof securities, having an aggregate liquidation amount of
up  to   $4,000,000,   designated  the  Floating  Rate  TRUPS(R)  (the  "Capital
Securities"); and

     WHEREAS,  as incentive for the Holders to purchase the Capital  Securities,
the Guarantor desires  irrevocably and  unconditionally  to agree, to the extent
set forth in this  Guarantee,  to pay to the Holders of Capital  Securities  the
Guarantee Payments (as defined herein) and to make certain other payments on the
terms and conditions set forth herein.

     NOW,  THEREFORE,  in  consideration  of the  purchase by each Holder of the
Capital Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Guarantee for the benefit of
the Holders.

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

     Section 1.1 Definitions and Interpretation.
                 ------------------------------

     In this Guarantee, unless the context otherwise requires:

          (a)  capitalized  terms used in this  Guarantee but not defined in the
preamble  above have the  respective  meanings  assigned to them in this Section
1.1;

          (b) a term  defined  anywhere in this  Guarantee  has the same meaning
throughout;

          (c) all references to "the Guarantee" or "this  Guarantee" are to this
Guarantee as modified, supplemented or amended from time to time;

          (d) all  references in this  Guarantee to Articles and Sections are to
Articles and Sections of this Guarantee, unless otherwise specified;

          (e) terms  defined in the  Declaration  as at the date of execution of
this  Guarantee  have the same  meanings  when  used in this  Guarantee,  unless
otherwise  defined in this Guarantee or unless the context  otherwise  requires;
and

<PAGE>

          (f) a reference to the singular includes the plural and vice versa.

     "Beneficiaries" means any Person to whom the Issuer is or hereafter becomes
indebted or liable.

     "Corporate Trust Office" means the office of the Guarantee Trustee at which
the corporate  trust business of the Guarantee  Trustee shall, at any particular
time, be principally administered, which office at the date of execution of this
Guarantee  is  located  at  Rodney  Square  North,  1100  North  Market  Street,
Wilmington, Delaware 19890-0001.

     "Covered Person" means any Holder of Capital Securities.

     "Debentures"  means the junior  subordinated  debentures of Florida  Banks,
Inc., designated the Floating Rate Junior Subordinated Debt Securities due 2032,
held by the Institutional Trustee (as defined in the Declaration) of the Issuer.

     "Event of Default" has the meaning set forth in Section 2.4.

     "Guarantee Payments" means the following payments or distributions, without
duplication,  with respect to the Capital Securities,  to the extent not paid or
made by the Issuer: (i) any accrued and unpaid  Distributions (as defined in the
Declaration)  which are  required to be paid on such Capital  Securities  to the
extent the Issuer has funds available in the Property Account (as defined in the
Declaration) therefor at such time, (ii) the Redemption Price (as defined in the
Indenture) to the extent the Issuer has funds available in the Property  Account
therefor  at such  time,  with  respect  to any  Capital  Securities  called for
redemption by the Issuer,  (iii) the Special Redemption Price (as defined in the
Indenture) to the extent the Issuer has funds available in the Property  Account
therefor at such time, with respect to Capital  Securities called for redemption
upon the occurrence of a Special Event (as defined in the  Indenture),  and (iv)
upon  a  voluntary  or  involuntary  liquidation,   dissolution,  winding-up  or
termination  of the Issuer (other than in connection  with the  distribution  of
Debentures  to the Holders of the  Capital  Securities  in exchange  therefor as
provided in the Declaration), the lesser of (a) the aggregate of the liquidation
amount and all accrued and unpaid Distributions on the Capital Securities to the
date of payment,  to the extent the Issuer has funds  available  in the Property
Account  therefor  at such  time,  and (b) the  amount of  assets of the  Issuer
remaining  available for  distribution  to Holders in  liquidation of the Issuer
after  satisfaction  of  liabilities  to  creditors of the Issuer as required by
applicable law (in either case, the "Liquidation Distribution").

     "Guarantee  Trustee"  means  Wilmington  Trust  Company,  until a Successor
Guarantee Trustee has been appointed and has accepted such appointment  pursuant
to the  terms  of this  Guarantee  and  thereafter  means  each  such  Successor
Guarantee Trustee.

     "Holder"  means any holder,  as  registered on the books and records of the
Issuer,  of any Capital  Securities;  provided,  however,  that, in  determining
whether the holders of the requisite percentage of Capital Securities have given
any request, notice, consent or waiver hereunder, "Holder" shall not include the
Guarantor or any Affiliate of the Guarantor.


                                       2

<PAGE>

     "Indemnified   Person"  means  the  Guarantee  Trustee  (including  in  its
individual  capacity),  any Affiliate of the Guarantee Trustee, or any officers,
directors,   shareholders,   members,  partners,   employees,   representatives,
nominees, custodians or agents of the Guarantee Trustee.

     "Indenture"  means the Indenture,  dated as of April 10, 2002,  between the
Guarantor and  Wilmington  Trust  Company,  not in its  individual  capacity but
solely as trustee, and any indenture  supplemental thereto pursuant to which the
Debentures are to be issued to the Institutional Trustee of the Issuer.

     "Liquidation  Distribution"  has the meaning set forth in the definition of
"Guarantee Payments" herein.

     "Majority in liquidation amount of the Capital  Securities" means Holder(s)
of outstanding  Capital  Securities,  voting together as a class, but separately
from the  holders  of  Common  Securities,  of more  than  50% of the  aggregate
liquidation   amount  (including  the  stated  amount  that  would  be  paid  on
redemption,  liquidation or otherwise, plus accrued and unpaid Distributions to,
but excluding, the date upon which the voting percentages are determined) of all
Capital Securities then outstanding.

     "Obligations"  means any costs,  expenses or liabilities (but not including
liabilities  related  to taxes) of the  Issuer,  other than  obligations  of the
Issuer to pay to holders of any Trust  Securities  the amounts due such  holders
pursuant to the terms of the Trust Securities.

     "Officer's  Certificate"  means,  with respect to any Person, a certificate
signed by one  Authorized  Officer of such  Person.  Any  Officer's  Certificate
delivered with respect to compliance  with a condition or covenant  provided for
in this Guarantee shall include:

          (a) a statement  that each officer  signing the Officer's  Certificate
has read the covenant or condition and the definitions relating thereto;

          (b) a brief  statement of the nature and scope of the  examination  or
investigation undertaken by each officer in rendering the Officer's Certificate;

          (c) a statement  that each such officer has made such  examination  or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed  opinion as to whether or not such  covenant or condition
has been complied with; and

          (d) a statement  as to whether,  in the opinion of each such  officer,
such condition or covenant has been complied with.

     "Person"  means a legal  person,  including  any  individual,  corporation,
estate, partnership,  joint venture,  association,  joint stock company, limited
liability  company,  trust,  unincorporated  association,  or  government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Responsible  Officer" means,  with respect to the Guarantee  Trustee,  any
officer within the Corporate  Trust Office of the Guarantee  Trustee with direct
responsibility for the administration of any matters relating to this Guarantee,
including any vice president,  any


                                       3

<PAGE>

assistant vice president, any secretary, any assistant secretary, the treasurer,
any  assistant  treasurer,  any trust  officer or other officer of the Corporate
Trust Office of the Guarantee Trustee customarily  performing  functions similar
to those performed by any of the above designated  officers and also means, with
respect to a particular  corporate trust matter,  any other officer to whom such
matter is referred  because of that officer's  knowledge of and familiarity with
the particular subject.

     "Successor   Guarantee   Trustee"  means  a  successor   Guarantee  Trustee
possessing the qualifications to act as Guarantee Trustee under Section 3.1.

     "Trust Securities" means the Common Securities and the Capital Securities.

                                   ARTICLE II
               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

     Section 2.1 Powers and Duties of the Guarantee Trustee.
                 ------------------------------------------

          (a) This  Guarantee  shall be held by the  Guarantee  Trustee  for the
benefit of the  Holders of the Capital  Securities,  and the  Guarantee  Trustee
shall not  transfer  this  Guarantee  to any  Person  except a Holder of Capital
Securities  exercising  his or her rights  pursuant  to  Section  4.4(b) or to a
Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of
its  appointment to act as Successor  Guarantee  Trustee.  The right,  title and
interest of the  Guarantee  Trustee  shall  automatically  vest in any Successor
Guarantee  Trustee,  and such vesting and  cessation of title shall be effective
whether or not conveyancing  documents have been executed and delivered pursuant
to the appointment of such Successor Guarantee Trustee.

          (b) If an Event of Default actually known to a Responsible  Officer of
the Guarantee  Trustee has occurred and is  continuing,  the  Guarantee  Trustee
shall  enforce  this  Guarantee  for the  benefit of the  Holders of the Capital
Securities.

          (c) The  Guarantee  Trustee,  before  the  occurrence  of any Event of
Default  and after the curing or waiving of all Events of Default  that may have
occurred,  shall undertake to perform only such duties as are  specifically  set
forth in this  Guarantee,  and no  implied  covenants  shall be read  into  this
Guarantee  against  the  Guarantee  Trustee.  In case an  Event of  Default  has
occurred (that has not been cured or waived  pursuant to Section  2.4(b)) and is
actually known to a Responsible Officer of the Guarantee Trustee,  the Guarantee
Trustee  shall  exercise  such of the  rights  and  powers  vested in it by this
Guarantee, and use the same degree of care and skill in its exercise thereof, as
a prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

          (d) No provision of this  Guarantee  shall be construed to relieve the
Guarantee Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

               (i) prior to the occurrence of any Event of Default and after the
          curing or waiving of all Events of Default that may have occurred:


                                       4

<PAGE>

                    (A) the  duties and  obligations  of the  Guarantee  Trustee
               shall be  determined  solely by the  express  provisions  of this
               Guarantee,  and the Guarantee  Trustee shall not be liable except
               for the  performance  of such 5  duties  and  obligations  as are
               specifically  set  forth  in  this  Guarantee,   and  no  implied
               covenants  or  obligations  shall  be read  into  this  Guarantee
               against the Guarantee Trustee; and

                    (B) in the absence of bad faith on the part of the Guarantee
               Trustee,  the Guarantee Trustee may conclusively  rely, as to the
               truth  of the  statements  and the  correctness  of the  opinions
               expressed therein, upon any certificates or opinions furnished to
               the Guarantee  Trustee and conforming to the requirements of this
               Guarantee;  but in the case of any such  certificates or opinions
               furnished to the Guarantee  Trustee,  the Guarantee Trustee shall
               be under a duty to examine the same to  determine  whether or not
               on their face they conform to the requirements of this Guarantee;

               (ii) (ii) the Guarantee Trustee shall not be liable for any error
          of  judgment  made in  good  faith  by a  Responsible  Officer  of the
          Guarantee  Trustee,  unless it shall be proved  that such  Responsible
          Officer  of  the  Guarantee  Trustee  or  the  Guarantee  Trustee  was
          negligent in ascertaining the pertinent facts upon which such judgment
          was made;

               (iii) the  Guarantee  Trustee shall not be liable with respect to
          any  action  taken  or  omitted  to be  taken  by it in good  faith in
          accordance with the written  direction of the Holders of not less than
          a Majority in liquidation amount of the Capital Securities relating to
          the time, method and place of conducting any proceeding for any remedy
          available to the Guarantee  Trustee,  or exercising any trust or power
          conferred upon the Guarantee Trustee under this Guarantee; and

               (iv) no provision of this  Guarantee  shall require the Guarantee
          Trustee to expend or risk its own funds or  otherwise  incur  personal
          financial  liability in the performance of any of its duties or in the
          exercise  of any of its rights or  powers,  if the  Guarantee  Trustee
          shall have reasonable grounds for believing that the repayment of such
          funds  is not  reasonably  assured  to it  under  the  terms  of  this
          Guarantee,  or security and indemnity,  reasonably satisfactory to the
          Guarantee  Trustee,  against such risk or liability is not  reasonably
          assured to it.

     Section 2.2 Certain Rights of the Guarantee Trustee.
                 ---------------------------------------

          (a)  Subject to the provisions of Section 2.1:

               (i) The Guarantee  Trustee may  conclusively  rely,  and shall be
          fully  protected  in  acting  or  refraining  from  acting  upon,  any
          resolution,   certificate,  statement,  instrument,  opinion,  report,
          notice, request,  direction,  consent,  order, bond, debenture,  note,
          other evidence of indebtedness or other paper or document  believed by
          it to be genuine and to have been  signed,  sent or  presented  by the
          proper party or parties.


                                       5

<PAGE>

               (ii) Any direction or act of the Guarantor  contemplated  by this
          Guarantee shall be sufficiently evidenced by an Officer's Certificate.

               (iii) Whenever,  in the  administration  of this  Guarantee,  the
          Guarantee  Trustee shall deem it desirable  that a matter be proved or
          established before taking, suffering or omitting any action hereunder,
          the Guarantee  Trustee  (unless other evidence is herein  specifically
          prescribed) may, in the absence of bad faith on its part,  request and
          conclusively  rely  upon an  Officer's  Certificate  of the  Guarantor
          which,  upon receipt of such request,  shall be promptly  delivered by
          the Guarantor.

               (iv)  The  Guarantee  Trustee  shall  have  no duty to see to any
          recording,  filing or  registration of any instrument or other writing
          (or any rerecording, refiling or reregistration thereof).

               (v)  The  Guarantee  Trustee  may  consult  with  counsel  of its
          selection,  and the advice or opinion of such  counsel with respect to
          legal matters shall be full and complete  authorization and protection
          in respect of any action taken, suffered or omitted by it hereunder in
          good faith and in accordance with such advice or opinion. Such counsel
          may be  counsel  to the  Guarantor  or any of its  Affiliates  and may
          include any of its  employees.  The  Guarantee  Trustee shall have the
          right at any time to seek instructions  concerning the  administration
          of this Guarantee from any court of competent jurisdiction.

               (vi) The  Guarantee  Trustee  shall be  under  no  obligation  to
          exercise any of the rights or powers vested in it by this Guarantee at
          the request or direction of any Holder,  unless such Holder shall have
          provided  to  the  Guarantee  Trustee  such  security  and  indemnity,
          reasonably  satisfactory to the Guarantee Trustee,  against the costs,
          expenses  (including  attorneys' fees and expenses and the expenses of
          the  Guarantee   Trustee's   agents,   nominees  or  custodians)   and
          liabilities  that  might be  incurred  by it in  complying  with  such
          request or direction,  including  such  reasonable  advances as may be
          requested by the Guarantee Trustee;  provided,  however,  that nothing
          contained  in this  Section  2.2(a)(vi)  shall be taken to relieve the
          Guarantee Trustee,  upon the occurrence of an Event of Default, of its
          obligation  to  exercise  the rights  and powers  vested in it by this
          Guarantee.

               (vii)  The  Guarantee  Trustee  shall  not be  bound  to make any
          investigation  into the facts or  matters  stated  in any  resolution,
          certificate,  statement, instrument, opinion, report, notice, request,
          direction,  consent,  order, bond, debenture,  note, other evidence of
          indebtedness or other paper or document, but the Guarantee Trustee, in
          its discretion,  may make such further inquiry or  investigation  into
          such facts or matters as it may see fit.

               (viii) The  Guarantee  Trustee  may  execute any of the trusts or
          powers hereunder or perform any duties hereunder either directly or by
          or  through  agents,  nominees,   custodians  or  attorneys,  and  the
          Guarantee Trustee shall not be


                                       6

<PAGE>

          responsible  for any misconduct or negligence on the part of any agent
          or attorney appointed with due care by it hereunder.

               (ix) Any  action  taken by the  Guarantee  Trustee  or its agents
          hereunder  shall bind the Holders of the Capital  Securities,  and the
          signature  of the  Guarantee  Trustee  or its  agents  alone  shall be
          sufficient  and  effective to perform any such action.  No third party
          shall be  required  to inquire as to the  authority  of the  Guarantee
          Trustee  to so act or as to its  compliance  with any of the terms and
          provisions  of this  Guarantee,  both of which  shall be  conclusively
          evidenced  by the  Guarantee  Trustee's  or its  agent's  taking  such
          action.

               (x)  Whenever  in  the   administration  of  this  Guarantee  the
          Guarantee Trustee shall deem it desirable to receive instructions with
          respect to  enforcing  any remedy or right or taking any other  action
          hereunder, the Guarantee Trustee (A) may request instructions from the
          Holders of a Majority in liquidation amount of the Capital Securities,
          (B) may  refrain  from  enforcing  such remedy or right or taking such
          other  action  until such  instructions  are received and (C) shall be
          protected in conclusively relying on or acting in accordance with such
          instructions.

               (xi) The  Guarantee  Trustee  shall not be liable  for any action
          taken,  suffered,  or  omitted  to be  taken by it in good  faith  and
          reasonably believed by it to be authorized or within the discretion or
          rights or powers conferred upon it by this Guarantee.

          (b) No provision of this Guarantee  shall be deemed to impose any duty
or obligation  on the  Guarantee  Trustee to perform any act or acts or exercise
any  right,  power,  duty or  obligation  conferred  or  imposed  on it,  in any
jurisdiction  in which it shall be  illegal  or in which the  Guarantee  Trustee
shall be unqualified or incompetent in accordance with applicable law to perform
any such act or acts or to exercise any such right,  power,  duty or obligation.
No permissive  power or authority  available to the  Guarantee  Trustee shall be
construed to be a duty.

     Section 2.3 Not Responsible for Recitals or Issuance of Guarantee.
                 -----------------------------------------------------

     The recitals  contained in this Guarantee  shall be taken as the statements
of the Guarantor,  and the Guarantee Trustee does not assume any  responsibility
for their  correctness.  The Guarantee Trustee makes no representation as to the
validity or sufficiency of this Guarantee.

     Section 2.4 Events of Default; Waiver.
                 -------------------------

          (a) An Event of  Default  under  this  Guarantee  will  occur upon the
failure of the  Guarantor  to perform  any of its  payment or other  obligations
hereunder.

          (b) The  Holders of a Majority  in  liquidation  amount of the Capital
Securities may, voting or consenting as a class, on behalf of the Holders of all
of the Capital Securities, waive any past Event of Default and its consequences.
Upon such waiver,  any such Event of Default shall cease to exist,  and shall be
deemed to have been  cured,  for every  purpose of this


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<PAGE>

Guarantee, but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon.

     Section 2.5 Events of Default; Notice.
                 -------------------------

          (a) The Guarantee  Trustee shall,  within 90 days after the occurrence
of an Event of Default,  transmit by mail, first class postage  prepaid,  to the
Holders of the  Capital  Securities,  notices of all Events of Default  actually
known to a Responsible  Officer of the Guarantee  Trustee,  unless such defaults
have been cured before the giving of such notice,  provided,  however,  that the
Guarantee  Trustee shall be protected in withholding  such notice if and so long
as a Responsible  Officer of the Guarantee Trustee in good faith determines that
the withholding of such notice is in the interests of the Holders of the Capital
Securities.

          (b) The Guarantee  Trustee shall not be charged with  knowledge of any
Event of Default unless the Guarantee Trustee shall have received written notice
thereof  from  the  Guarantor  or a  Holder  of  the  Capital  Securities,  or a
Responsible  Officer of the Guarantee Trustee charged with the administration of
this Guarantee shall have actual knowledge thereof.

                                   ARTICLE III
                              THE GUARANTEE TRUSTEE

     Section 3.1 The Guarantee Trustee; Eligibility.
                 ----------------------------------

          (a) There shall at all times be a Guarantee Trustee which shall:

               (i) not be an Affiliate of the Guarantor; and

               (ii) (be a  corporation  organized and doing  business  under the
          laws of the United States of America or any State or Territory thereof
          or of the District of Columbia,  or Person  authorized under such laws
          to exercise  corporate  trust  powers,  having a combined  capital and
          surplus of at least 50 million U.S. dollars ($50,000,000), and subject
          to  supervision  or  examination  by Federal,  State,  Territorial  or
          District of Columbia authority.  If such corporation publishes reports
          of condition at least annually, pursuant to law or to the requirements
          of the supervising or examining authority referred to above, then, for
          the purposes of this  Section  3.1(a)(ii),  the  combined  capital and
          surplus of such corporation shall be deemed to be its combined capital
          and surplus as set forth in its most  recent  report of  condition  so
          published.

          (b) If at any time the Guarantee Trustee shall cease to be eligible to
so act under Section 3.1(a),  the Guarantee Trustee shall immediately  resign in
the manner and with the effect set forth in Section 3.2(c).

          (c) If the  Guarantee  Trustee has or shall  acquire any  "conflicting
interest"  within the meaning of Section 310(b) of the Trust  Indenture Act, the
Guarantee  Trustee shall either  eliminate such interest or resign to the extent
and in the manner provided by, and subject to, this Guarantee.


                                       8

<PAGE>

     Section 3.2 Appointment, Removal and Resignation of the Guarantee Trustee.
                 -------------------------------------------------------------

          (a) Subject to Section 3.2(b),  the Guarantee Trustee may be appointed
or removed without cause at any time by the Guarantor  except during an Event of
Default.

          (b) The  Guarantee  Trustee  shall not be removed in  accordance  with
Section  3.2(a) until a Successor  Guarantee  Trustee has been appointed and has
accepted  such  appointment  by written  instrument  executed by such  Successor
Guarantee Trustee and delivered to the Guarantor.

          (c) The Guarantee  Trustee appointed to office shall hold office until
a Successor  Guarantee Trustee shall have been appointed or until its removal or
resignation.  The  Guarantee  Trustee may resign from office  (without  need for
prior or subsequent  accounting)  by an  instrument  in writing  executed by the
Guarantee  Trustee and delivered to the Guarantor,  which  resignation shall not
take effect  until a Successor  Guarantee  Trustee  has been  appointed  and has
accepted such appointment by an instrument in writing executed by such Successor
Guarantee  Trustee and delivered to the  Guarantor  and the resigning  Guarantee
Trustee.

          (d) If no Successor  Guarantee  Trustee shall have been  appointed and
accepted  appointment  as  provided  in this  Section  3.2  within 60 days after
delivery of an  instrument  of removal or  resignation,  the  Guarantee  Trustee
resigning or being removed may petition any court of competent  jurisdiction for
appointment of a Successor  Guarantee Trustee.  Such court may thereupon,  after
prescribing  such  notice,  if any, as it may deem  proper,  appoint a Successor
Guarantee Trustee.

          (e) No Guarantee  Trustee shall be liable for the acts or omissions to
act of any Successor Guarantee Trustee.

          (f) Upon  termination  of this  Guarantee or removal or resignation of
the Guarantee  Trustee  pursuant to this Section 3.2, the Guarantor shall pay to
the Guarantee  Trustee all amounts owing to the Guarantee Trustee under Sections
7.2 and 7.3 accrued to the date of such termination, removal or resignation.

                                   ARTICLE IV
                                    GUARANTEE

     Section 4.1 Guarantee.
                 ---------

          (a) The Guarantor  irrevocably  and  unconditionally  agrees to pay in
full to the Holders  the  Guarantee  Payments  (without  duplication  of amounts
theretofore  paid by the  Issuer),  as and when due,  regardless  of any defense
(except as defense of payment by the Issuer),  right of set-off or  counterclaim
that the  Issuer  may  have or  assert.  The  Guarantor's  obligation  to make a
Guarantee  Payment may be satisfied by direct payment of the required amounts by
the Guarantor to the Holders or by causing the Issuer to pay such amounts to the
Holders.

          (b) The Guarantor hereby also agrees to assume any and all Obligations
of the Issuer and in the event any such Obligation is not so assumed, subject to
the terms and  conditions  10  hereof,  the  Guarantor  hereby  irrevocably  and
unconditionally  guarantees to each  Beneficiary


                                       9

<PAGE>

the  full  payment,  when  and as  due,  of any  and  all  Obligations  to  such
Beneficiaries.  This Guarantee is intended to be for the  Beneficiaries who have
received notice hereof.

     Section 4.2 Waiver of Notice and Demand.
                 ---------------------------

     The Guarantor  hereby waives notice of acceptance of this  Guarantee and of
any liability to which it applies or may apply, presentment, demand for payment,
any right to require a proceeding  first  against the Issuer or any other Person
before proceeding against the Guarantor,  protest, notice of nonpayment,  notice
of dishonor, notice of redemption and all other notices and demands.

     Section 4.3 Obligations Not Affected.
                 ------------------------

     The  obligations,  covenants,  agreements and duties of the Guarantor under
this  Guarantee  shall  in no way be  affected  or  impaired  by  reason  of the
happening from time to time of any of the following:

          (a) the release or waiver,  by operation of law or  otherwise,  of the
performance  or  observance  by the Issuer of any express or implied  agreement,
covenant,  term or condition  relating to the Capital Securities to be performed
or observed by the Issuer;

          (b) the  extension of time for the payment by the Issuer of all or any
portion  of the  Distributions,  Redemption  Price,  Special  Redemption  Price,
Liquidation  Distribution  or any  other  sums  payable  under  the terms of the
Capital  Securities  or the extension of time for the  performance  of any other
obligation under,  arising out of, or in connection with, the Capital Securities
(other  than  an  extension  of  time  for  the  payment  of the  Distributions,
Redemption Price,  Special Redemption Price,  Liquidation  Distribution or other
sums payable that results from the extension of any interest  payment  period on
the Debentures or any extension of the maturity date of the Debentures permitted
by the Indenture);

          (c) any failure,  omission,  delay or lack of diligence on the part of
the Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Capital Securities, or any
action on the part of the Issuer granting indulgence or extension of any kind;

          (d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership,  insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization,  arrangement, composition or readjustment of debt of,
or other similar proceedings  affecting,  the Issuer or any of the assets of the
Issuer;

          (e) any  invalidity  of, or  defect  or  deficiency  in,  the  Capital
Securities;

          (f) the settlement or compromise of any obligation  guaranteed  hereby
or hereby incurred; or

          (g) any other circumstance  whatsoever that might otherwise constitute
a legal or equitable discharge or defense of a guarantor, it being the intent of
this  Section  4.3 that the


                                       10

<PAGE>

obligations of the Guarantor hereunder shall be absolute and unconditional under
any and all circumstances.

     There  shall be no  obligation  of the Holders to give notice to, or obtain
consent of, the Guarantor with respect to the happening of any of the foregoing.

     Section 4.4 Rights of Holders.
                 -----------------

          (a) The  Holders of a Majority  in  liquidation  amount of the Capital
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee  Trustee in respect of this
Guarantee  or to direct the  exercise of any trust or power  conferred  upon the
Guarantee  Trustee under this  Guarantee;  provided,  however,  that (subject to
                                           --------   -------
Sections 2.1 and 2.2) the  Guarantee  Trustee shall have the right to decline to
follow any such  direction if the  Guarantee  Trustee shall  determine  that the
actions so directed would be unjustly prejudicial to the Holders not taking part
in  such  direction  or if  the  Guarantee  Trustee  being  advised  by  counsel
determines  that the action or  proceeding so directed may not lawfully be taken
or if the Guarantee Trustee in good faith by its board of directors or trustees,
executive  committee  or a trust  committee  of  directors  or  trustees  and/or
Responsible  Officers shall  determine that the action or proceeding so directed
would involve the Guarantee Trustee in personal liability.

          (b) Any Holder of Capital  Securities may institute a legal proceeding
directly  against the Guarantor to enforce the Guarantee  Trustee's rights under
this Guarantee, without first instituting a legal proceeding against the Issuer,
the  Guarantee  Trustee or any other Person.  The Guarantor  waives any right or
remedy to require that any such action be brought first against the Issuer,  the
Guarantee Trustee or any other Person before so proceeding  directly against the
Guarantor.

     Section 4.5 Guarantee of Payment.
                 --------------------

     This Guarantee creates a guarantee of payment and not of collection.

     Section 4.6 Subrogation.
                 -----------

     The Guarantor  shall be subrogated to all (if any) rights of the Holders of
Capital  Securities  against the Issuer in respect of any  amounts  paid to such
Holders by the  Guarantor  under this  Guarantee;  provided,  however,  that the
Guarantor shall not (except to the extent  required by applicable  provisions of
law) be entitled to enforce or exercise  any right that it may acquire by way of
subrogation or any indemnity,  reimbursement or other agreement, in all cases as
a result of payment  under this  Guarantee,  if, after giving effect to any such
payment,  any amounts  are due and unpaid  under this  Guarantee.  If any amount
shall be paid to the  Guarantor  in  violation of the  preceding  sentence,  the
Guarantor  agrees to hold such  amount in trust for the  Holders and to pay over
such amount to the Holders.

     Section 4.7 Independent Obligations.
                 -----------------------

     The Guarantor  acknowledges that its obligations  hereunder are independent
of the obligations of the Issuer with respect to the Capital Securities and that
the  Guarantor  shall be


                                       11

<PAGE>

liable as principal and as debtor hereunder to make Guarantee  Payments pursuant
to the  terms of this  Guarantee  notwithstanding  the  occurrence  of any event
referred to in subsections (a) through (g), inclusive, of Section 4.3 hereof.

     Section 4.8 Enforcement.
                 -----------

     A Beneficiary  may enforce the  Obligations  of the Guarantor  contained in
Section  4.1(b)  directly  against the Guarantor,  and the Guarantor  waives any
right or remedy to require that any action be brought  against the Issuer or any
other person or entity before proceeding against the Guarantor.

     The Guarantor shall be subrogated to all rights (if any) of any Beneficiary
against the Issuer in respect of any amounts  paid to the  Beneficiaries  by the
Guarantor under this Guarantee;  provided, however, that the Guarantor shall not
(except to the extent  required by applicable  provisions of law) be entitled to
enforce or exercise any rights that it may acquire by way of  subrogation or any
indemnity, reimbursement or other agreement, in all cases as a result of payment
under this Guarantee,  if, after giving effect to such payment,  any amounts are
due and unpaid under this Guarantee.

                                    ARTICLE V
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

     Section 5.1 Limitation of Transactions.
                 --------------------------

     So long as any Capital  Securities remain  outstanding,  if (a) there shall
have occurred and be  continuing an Event of Default or (b) the Guarantor  shall
have  selected  an  Extension  Period as provided  in the  Declaration  and such
period, or any extension thereof,  shall have commenced and be continuing,  then
the Guarantor may not (x) declare or pay any dividends or  distributions  on, or
redeem, purchase, acquire, or make a liquidation payment with respect to, any of
the  Guarantor's  capital  stock or (y)  make any  payment  of  principal  of or
interest  or  premium,  if any,  on or  repay,  repurchase  or  redeem  any debt
securities of the Guarantor  that rank pari passu in all respects with or junior
in interest to the  Debentures  (other than (i) payments  under this  Guarantee,
(ii) repurchases,  redemptions or other  acquisitions of shares of capital stock
of the Guarantor (A) in connection with any employment contract, benefit plan or
other  similar  arrangement  with or for the  benefit of one or more  employees,
officers,   directors,  or  consultants,  (B)  in  connection  with  a  dividend
reinvestment  or stockholder  stock purchase plan or (C) in connection  with the
issuance of capital stock of the Guarantor (or  securities  convertible  into or
exercisable  for  such  capital  stock),  as  consideration  in  an  acquisition
transaction  entered into prior to the occurrence of the Event of Default or the
applicable  Extension Period, (iii) as a result of any exchange or conversion of
any class or series of the Guarantor's  capital stock (or any capital stock of a
subsidiary of the Guarantor) for any class or series of the Guarantor's  capital
stock or of any class or series of the Guarantor's indebtedness for any class or
series  of the  Guarantor's  capital  stock,  (iv) the  purchase  of  fractional
interests in shares of the Guarantor's  capital stock pursuant to the conversion
or exchange  provisions of such capital stock or the security being converted or
exchanged,   (v)  any   declaration  of  a  dividend  in  connection   with  any
stockholder's  rights plan, or the issuance of rights,  stock or other  property
under any  stockholder's  rights plan, or the redemption or repurchase of rights
pursuant thereto, or (vi) any


                                       12

<PAGE>

dividend  in the form of stock,  warrants,  options  or other  rights  where the
dividend stock or the stock issuable upon exercise of such warrants,  options or
other  rights is the same stock as that on which the  dividend  is being paid or
ranks pari passu with or junior to such stock).

     Section 5.2 Ranking.
                 -------

     This Guarantee will constitute an unsecured obligation of the Guarantor and
will rank  subordinate  and junior in right of payment to all present and future
Senior  Indebtedness  (as defined in the Indenture) of the  Guarantor.  By their
acceptance  thereof,  each Holder of Capital  Securities agrees to the foregoing
provisions of this Guarantee and the other terms set forth herein.

     The right of the Guarantor to participate in any  distribution of assets of
any of its subsidiaries upon any such subsidiary's liquidation or reorganization
or otherwise  is subject to the prior  claims of  creditors of that  subsidiary,
except to the extent the  Guarantor  may itself be  recognized  as a creditor of
that subsidiary.  Accordingly,  the Guarantor's obligations under this Guarantee
will be effectively  subordinated to all existing and future  liabilities of the
Guarantor's  subsidiaries,  and claimants  should look only to the assets of the
Guarantor for payments thereunder.  This Guarantee does not limit the incurrence
or issuance  of other  secured or  unsecured  debt of the  Guarantor,  including
Senior Indebtedness of the Guarantor,  under any indenture or agreement that the
Guarantor may enter into in the future or otherwise.

                                   ARTICLE VI
                                   TERMINATION

     Section 6.1 Termination.
                 -----------

     This Guarantee shall  terminate as to the Capital  Securities (i) upon full
payment of the Redemption Price or the Special Redemption Price, as the case may
be, of all Capital  Securities then  outstanding,  (ii) upon the distribution of
all of the  Debentures to the Holders of all of the Capital  Securities or (iii)
upon full payment of the amounts payable in accordance with the Declaration upon
dissolution of the Issuer.  This Guarantee will continue to be effective or will
be  reinstated,  as the  case  may be,  if at any time  any  Holder  of  Capital
Securities must restore payment of any sums paid under the Capital Securities or
under this Guarantee.

                                   ARTICLE VII
                                 INDEMNIFICATION

     Section 7.1 Exculpation.
                 -----------

          (a) No Indemnified Person shall be liable,  responsible or accountable
in damages or  otherwise to the  Guarantor  or any Covered  Person for any loss,
damage or claim  incurred by reason of any act or  omission of such  Indemnified
Person in good faith in accordance with this Guarantee and in a manner that such
Indemnified  Person reasonably  believed to be within the scope of the authority
conferred on such Indemnified Person by this Guarantee or by law, except that an
Indemnified  Person shall be liable for any such loss,  damage or claim incurred
by reason of such  Indemnified  Person's  negligence or willful  misconduct with
respect to such acts or omissions.


                                       13

<PAGE>

          (b) An Indemnified  Person shall be fully protected in relying in good
faith upon the records of the Issuer or the Guarantor and upon such information,
opinions,  reports or statements presented to the Issuer or the Guarantor by any
Person as to matters the Indemnified Person reasonably  believes are within such
other Person's  professional  or expert  competence and who, if selected by such
Indemnified  Person,  has been selected with reasonable care by such Indemnified
Person, including information,  opinions,  reports or statements as to the value
and amount of the  assets,  liabilities,  profits,  losses,  or any other  facts
pertinent  to the  existence  and amount of assets from which  Distributions  to
Holders of Capital Securities might properly be paid.

     Section 7.2 Indemnification.
                 ---------------

          (a) The Guarantor agrees to indemnify each Indemnified Person for, and
to hold each Indemnified Person harmless against,  any and all loss,  liability,
damage,  claim or expense incurred without  negligence or willful  misconduct on
the part of the  Indemnified  Person,  arising out of or in connection  with the
acceptance or administration of the trust or trusts hereunder, including but not
limited to the costs and expenses (including reasonable legal fees and expenses)
of the Indemnified Person defending itself against, or investigating,  any claim
or  liability  in  connection  with the  exercise or  performance  of any of the
Indemnified Person's powers or duties hereunder.  The obligation to indemnify as
set forth in this Section 7.2 shall  survive the  resignation  or removal of the
Guarantee Trustee and the termination of this Guarantee.

          (b) Promptly after receipt by an Indemnified Person under this Section
7.2 of notice of the commencement of any action,  such Indemnified  Person will,
if a claim in respect  thereof is to be made  against the  Guarantor  under this
Section 7.2, notify the Guarantor in writing of the  commencement  thereof;  but
the failure so to notify the Guarantor  (i) will not relieve the Guarantor  from
liability  under paragraph (a) above unless and to the extent that the Guarantor
did  not  otherwise  learn  of such  action  and  such  failure  results  in the
forfeiture  by the  Guarantor of  substantial  rights and defenses and (ii) will
not, in any event, relieve the Guarantor from any obligations to any Indemnified
Person  other than the  indemnification  obligation  provided in  paragraph  (a)
above.  The Guarantor  shall be entitled to appoint  counsel of the  Guarantor's
choice at the  Guarantor's  expense to represent the  Indemnified  Person in any
action for which  indemnification  is sought (in which case the Guarantor  shall
not thereafter be responsible for the fees and expenses of any separate  counsel
retained  by the  Indemnified  Person or  Persons  except  as set forth  below);
provided,  however,  that such counsel shall be  satisfactory to the Indemnified
Person. Notwithstanding the Guarantor's election to appoint counsel to represent
the  Indemnified  Person in any action,  the  Indemnified  Person shall have the
right to employ separate counsel  (including  local counsel),  and the Guarantor
shall bear the reasonable fees, costs and expenses of such separate counsel,  if
(i) the use of counsel  chosen by the  Guarantor  to represent  the  Indemnified
Person would  present such counsel with a conflict of interest,  (ii) the actual
or  potential  defendants  in, or targets of, any such action  include  both the
Indemnified  Person and the  Guarantor  and the  Indemnified  Person  shall have
reasonably  concluded  that there may be legal  defenses  available to it and/or
other  Indemnified  Persons  which are  different  from or  additional  to those
available to the Guarantor,  (iii) the Guarantor shall not have employed counsel
satisfactory  to the  Indemnified  Person to represent  the  Indemnified  Person
within a reasonable  time after notice of the institution of such action or (iv)


                                       14

<PAGE>

the Guarantor shall authorize the Indemnified  Person to employ separate counsel
at the  expense of the  Guarantor.  The  Guarantor  will not,  without the prior
written consent of the Indemnified  Persons,  settle or compromise or consent to
the entry of any  judgment  with  respect to any  pending or  threatened  claim,
action,  suit or proceeding in respect of which  indemnification or contribution
may be sought  hereunder  (whether or not the Indemnified  Persons are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent  includes an unconditional  release of each Indemnified  Person from all
liability arising out of such claim, action, suit or proceeding.

     Section 7.3 Compensation; Reimbursement of Expenses.
                 ---------------------------------------

     The Guarantor agrees:

          (a)  to  pay  to  the  Guarantee   Trustee  from  time  to  time  such
compensation  for all services  rendered by it  hereunder  as the parties  shall
agree to from  time to time  (which  compensation  shall not be  limited  by any
provision  of law in  regard to the  compensation  of a  trustee  of an  express
trust); and

          (b) except as otherwise  expressly  provided herein,  to reimburse the
Guarantee  Trustee upon request for all reasonable  expenses,  disbursements and
advances  incurred  or made  by it in  accordance  with  any  provision  of this
Guarantee   (including  the  reasonable   compensation   and  the  expenses  and
disbursements of its agents and counsel), except any such expense,  disbursement
or advance as may be attributable to its negligence or willful  misconduct.  The
provisions of this Section 7.3 shall survive the  resignation  or removal of the
Guarantee Trustee and the termination of this Guarantee.

                                  ARTICLE VIII
                                  MISCELLANEOUS

     Section 8.1 Successors and Assigns.
                 ----------------------

     All guarantees and  agreements  contained in this Guarantee  shall bind the
successors,  assigns,  receivers,  trustees and representatives of the Guarantor
and shall inure to the benefit of the  Holders of the  Capital  Securities  then
outstanding.  Except  in  connection  with any  merger or  consolidation  of the
Guarantor  with or into  another  entity or any sale,  transfer  or lease of the
Guarantor's assets to another entity, in each case to the extent permitted under
the  Indenture,  the  Guarantor  may not  assign  its  rights  or  delegate  its
obligations  under this  Guarantee  without the prior approval of the Holders of
not less than a Majority in liquidation amount of the Capital Securities.

     Section 8.2 Amendments.
                 ----------

     Except with respect to any changes that do not adversely  affect the rights
of Holders of the Capital  Securities in any material  respect (in which case no
consent of Holders will be  required),  this  Guarantee may be amended only with
the prior  approval of the  Holders of not less than a Majority  in  liquidation
amount of the Capital Securities. The provisions of the Declaration with respect
to  amendments  thereof  shall apply  equally with respect to  amendments of the
Guarantee.


                                       15

<PAGE>

     Section 8.3 Notices.
                 -------

     All notices provided for in this Guarantee shall be in writing, duly signed
by the party giving such notice, and shall be delivered, telecopied or mailed by
first class mail, as follows:

          (a) If given to the  Guarantee  Trustee,  at the  Guarantee  Trustee's
mailing address set forth below (or such other address as the Guarantee  Trustee
may give notice of to the Holders of the Capital Securities):

                    Wilmington Trust Company
                    Rodney Square North
                    1100 North Market Street
                    Wilmington, Delaware 19890-0001
                    Attention: Corporate Trust Administration
                    Telecopy: 302-651-8882
                    Telephone: 302-651-1000

          (b) If given to the Guarantor,  at the Guarantor's mailing address set
forth below (or such other  address as the  Guarantor  may give notice of to the
Holders of the Capital Securities and to the Guarantee Trustee):

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

          (c) If given to any Holder of the Capital  Securities,  at the address
set forth on the books and records of the Issuer.

     All such  notices  shall be deemed  to have been  given  when  received  in
person,  telecopied  with  receipt  confirmed,  or mailed by first  class  mail,
postage  prepaid,  except that if a notice or other document is refused delivery
or cannot be  delivered  because  of a changed  address  of which no notice  was
given,  such notice or other  document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

     Section 8.4 Benefit.
                 -------

     This  Guarantee  is solely for the  benefit of the  Holders of the  Capital
Securities and, subject to Section 2.1(a),  is not separately  transferable from
the Capital Securities.

     Section 8.5 Governing Law.
                 -------------

     THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE
LAW OF THE STATE OF NEW YORK,  WITHOUT  REGARD TO  CONFLICT  OF LAWS  PRINCIPLES
THEREOF.


                                       16

<PAGE>

     Section 8.6 Counterparts.
                 ------------

     This Guarantee may contain more than one  counterpart of the signature page
and this  Guarantee  may be executed by the  affixing  of the  signature  of the
Guarantor and the Guarantee Trustee to any of such counterpart  signature pages.
All of such  counterpart  signature  pages shall be read as though one, and they
shall have the same force and effect as though all of the  signers  had signed a
single signature page.


                                       17

<PAGE>

     THIS GUARANTEE is executed as of the day and year first above written.

                                 FLORIDA BANKS, INC., as Guarantor


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


                                 WILMINGTON TRUST COMPANY, as Guarantee Trustee


                                 By: /s/ Anita E. Dallago
                                     -------------------------------------------
                                     Name:  Anita E. Dallago
                                     Title: Senior Financial Services Officer


                                       18