PSB BANCGROUP, INC.

                         508,756 Shares of Common Stock



                             SALES AGENCY AGREEMENT



                                                                   June 12, 2002



Kendrick, Pierce Securities, Inc.

324 South Hyde Park Avenue, Suite 202

Tampa, Florida 33606



Ladies and Gentlemen:



     PSB BancGroup,  Inc., a Florida  corporation (the "Company"),  is offering,

pursuant to the Securities Act of 1933, as amended (the "1933 Act"),  subject to

the terms and conditions set forth in the Post-Effective  Amendment No. 3 to the

Company's Registration Statement on Form SB-2, Registration No. 333-44161,  (the

"Registration Statement") filed with the Securities and Exchange Commission (the

"SEC"),  including  the  Prospectus  dated June 12, 2002 set forth  therein (the

"Prospectus"),  up to 508,756  shares (the  "Shares")  of its common  stock (the

"Offering").  The Shares are being  offered  pursuant  to the  exercise of up to

508,756  outstanding  warrants  (the  "Warrants")  to purchase  one share of the

Company's common stock at an exercise price (the "Exercise  Price") of $9.00 per

share.  The  Company  is  soliciting  existing  Warrant  Holders  (the  "Warrant

Holders") to exercise  their  Warrants or to sell their  Warrants to third party

investors  (the  "Investors")  at a  purchase  price of $0.25 per  Warrant  (the

"Purchase Price").



     The Company has been  advised by Kendrick,  Pierce  Securities,  Inc.  (the

"Agent")  that the Agent will utilize its best efforts in assisting  the Company

in the  Offering  on the terms and subject to the  conditions  set forth in this

Agreement,  including  soliciting  Warrant  Holders  to  exercise  or sell their

Warrants  and  identifying  Investors to purchase  and  exercise  Warrants.  The

Offering of the Shares will commence as soon as  practicable  following the date

of effectiveness (the "Effective Date") of the Registration Statement.



     Section 1.  Engagement  of the Agent;  Exercise of Warrants and Delivery of

                 ---------------------------------------------------------------

Shares.

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         (a)  Engagement  of the  Agent.  On the  basis of the  representations,

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warranties,  covenants and agreements herein contained, but subject to the terms

and conditions herein set forth, the Company hereby engages the Agent to utilize

its  best  efforts  in  assisting  the  Company  with  the  Offering,  including

soliciting  Warrant  Holders to exercise or sell their Warrants and  identifying

Investors to purchase and exercise  Warrants,  and the Agent hereby accepts such

engagement.  Subject to the provisions of Section 8, the engagement of the Agent

hereunder shall terminate upon the expiration date of the Warrants.



         (b)  Escrow  Account.  Pursuant  to an Escrow  Agreement  (the  "Escrow

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Agreement") by and between the Company and Independent Bankers' Bank of Florida,

as escrow agent (the "Escrow  Agent"),  all forms and, as  applicable,  payments

evidencing  the deposit of  Warrants by holders who wish to sell their  Warrants

and the intent to  purchase  and  exercise  Warrants  by  prospective  Investors

(collectively,  "Transaction Documents") will be received and held by the Escrow



<PAGE>



Agent,  which shall  deposit any funds  received in an  interest-bearing  escrow

account (the "Escrow  Account") until each Closing Time,  conduct  Closings from

time to time as  described  in Section  1(c) below,  and  otherwise  perform its

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