FLORIDA BANKS INC
SUBSCRIPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex1017.txt
<DESCRIPTION>SUBSCRIPTION AGREEMENT
<TEXT>
Exhibit 10.17


                        FLORIDA BANKS STATUTORY TRUST II
                               FLORIDA BANKS, INC.


                             SUBSCRIPTION AGREEMENT

                                December 19, 2002

     THIS  SUBSCRIPTION  AGREEMENT (this  "Agreement")  made among Florida Banks
Statutory  Trust  II  (the  "Trust"),   a  statutory  trust  created  under  the
Connecticut  Statutory  Trust Act  (Chapter  615 of Title 34 of the  Connecticut
General  Statutes,  Section  500,  et  seq.),  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 Preferred Term Securities VIII, Ltd. (the "Purchaser").

                                    RECITALS:

     A. The Trust desires to issue 3,000 of its Floating Rate Capital Securities
(the "Capital  Securities"),  liquidation amount $1,000.00 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  Declaration  of
Trust (the "Declaration") by and among the Company,  State Street Bank and Trust
Company   of   Connecticut,   National   Association   ("State   Street"),   the
administrators  named  therein,  and the  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 State Street, 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
Floating Rate Junior Subordinated  Deferrable Interest Debentures of the Company
(the  "Debentures")  to be issued by the Company  pursuant to an indenture to be
executed by the Company and State Street, 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 Agreement,  the Purchaser  hereby agrees to
purchase from the Trust 3,000  Capital  Securities at a price equal to $1,000.00
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  Declaration.  The
Purchase Price is payable in immediately  available  funds on December 19, 2002,
or such other  business day as may be  designated  by the  Purchaser,  but in no
event later than  December 20, 2002 (the  "Closing  Date").  The Offerors  shall
provide the Purchaser wire transfer  instructions  no later than 1 day following
the date hereof.

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

                                      1

<PAGE>


     1.3. The  Placement  Agreement,  dated  December  11, 2002 (the  "Placement
Agreement"),  among the Offerors and the  Placement  Agents  identified  therein
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 each of the benefits of the Placement  Agents and
the Purchaser under the Placement Agreement and shall be entitled to enforce the
obligations of the Offerors  under 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 neither the Capital
Securities,  the  Debentures nor the Guarantee  have been  registered  under the
Securities  Act of  1933,  as  amended  (the  "Securities  Act"),  or any  other
applicable  securities  law,  are  being  offered  for  sale  by  the  Trust  in
transactions not requiring registration under the Securities Act, and may not be
offered,  sold,  pledged or otherwise  transferred  by the  Purchaser  except in
compliance with the registration requirements of the Securities Act or any other
applicable  securities  laws,  pursuant  to  an  exemption  therefrom  or  in  a
transaction not subject thereto.

     2.2. The Purchaser represents,  warrants and certifies that (i) it is not a
"U.S. person" as such term is defined in Rule 902 under the Securities Act, (ii)
it is not  acquiring  the Capital  Securities  for the account or benefit of any
such  U.S.  person,  (iii)  the  offer  and sale of  Capital  Securities  to the
Purchaser  constitutes  an  "offshore  transaction"  under  Regulation  S of the
Securities Act, and (iv) it will not engage in hedging  transactions with regard
to the Capital  Securities  unless such transactions are conducted in compliance
with the  Securities  Act and the  Purchaser  agrees to the legends and transfer
restrictions set forth on the Capital Securities certificate.

     2.3. 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 applicable Securities law.

     2.4.  The  Purchaser  represents  and  warrants  that it 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 Capital  Securities  and
perform its obligations pursuant to this Agreement.

     2.5. The  Purchaser,  a Cayman  Islands  Company  whose  business  includes
issuance of certain notes and acquiring the Capital Securities and other similar
securities, represents and warrants that it has such knowledge and experience in
financial and business  matters that it is capable of evaluating  the merits and
risks of  purchasing  the Capital  Securities,  has had the  opportunity  to ask
questions of, and receive answers and request  additional  information from, the
Offerors  and is aware that it may be required to bear the  economic  risk of an
investment in the Capital Securities.

     2.6.  The  Purchaser  represents  and  warrants  that no  filing  with,  or
authorization, approval, consent, license, order, registration, qualification or
decree of, any governmental  body, agency or court having  jurisdiction over the
Purchaser,  other than those that have been made or  obtained,  is  necessary or


                                        2

<PAGE>


required for the  performance  by the  Purchaser of its  obligations  under this
Agreement or to consummate the transactions contemplated herein.

     2.7. The Purchaser  represents  and warrants  that this  Agreement has been
duly authorized, executed and delivered by the Purchaser.

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

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

     2.10. The Purchaser understands and acknowledges that the Company will rely
upon the truth and accuracy of the foregoing  acknowledgments,  representations,
warranties  and  agreements  and  agrees  that,  if any of the  acknowledgments,
representations,  warranties or agreements deemed to have been made by it by its
purchase of the Capital  Securities  are no longer  accurate,  it shall promptly
notify the Company.

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

                                  ARTICLE III

                                  MISCELLANEOUS

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

     To the Offerors:          Florida Banks, Inc.
                               5210 Belfort Road, Suite 310
                               Jacksonville, Florida  32256
                               Attention:  T. Edwin Stinson, Jr.
                               Fax:  904-296-2820

     To the Purchaser:         Preferred Term Securities VIII, Ltd.
                               c/o QSPV Limited
                               P.O. Box 1093 GT
                               Queensgate House
                               South Church Street

                                        3

<PAGE>

                               George Town, Grand Cayman
                               Cayman Islands
                               Attention:  The Directors
                               Fax:  345-945-7100

     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 NEW YORK, 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.

     3.6.  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.

     3.7. In the event that any one or more of the provisions  contained herein,
or the application  thereof in any  circumstances,  is held invalid,  illegal or
unenforceable  in any  respect  for  any  reason,  the  validity,  legality  and
enforceability of any such provision in every other respect and of the remaining
provisions  hereof  shall  not be in any way  impaired  or  affected,  it  being
intended  that all of the Offerors' and the  Purchaser's  rights and  privileges
shall be enforceable to the fullest extent permitted by law.

                     Signatures appear on the following page



                                        4

<PAGE>


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



PREFERRED TERM SECURITIES VIII, LTD.

By:  /s/ Carrie Burton
     -----------------
Print Name: Carrie Burton
            -------------
Title: Director
       --------

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


                                        FLORIDA BANKS, INC.


                                        By:  /s/ T. Edwin Stinson, Jr.
                                             ----------------------------

                                        Name:  T. Edwin Stinson, Jr.
                                               --------------------------

                                        Title:  Chief Financial Officer
                                                -------------------------



                                        FLORIDA BANKS STATUTORY TRUST II


                                        By:  /s/ T. Edwin Stinson, Jr.
                                             ----------------------------

                                        Name:  T. Edwin Stinson, Jr.
                                               --------------------------

                                        Title:  Administrator


                                        5

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