PSB BANCGROUP, INC.

                         508,756 Shares of Common Stock



                             SALES AGENCY AGREEMENT



                                                            __________ ___, 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

(the  "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- ________,  (the  "Registration  Statement") filed with the

Securities and Exchange  Commission (the "SEC"),  including the Prospectus dated

_________, 2002 set forth therein (the "Prospectus"),  up to 508,756 shares (the

"Shares")  of its common  stock.  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 (the "Purchase Price") of

$____ per Warrant.



     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  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.



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

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  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.



<PAGE>



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

Agreement") by and among 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

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

obligations under the Escrow Agreement. All funds received shall be made payable

to "Independent Bankers' Bank of Florida for PSB BancGroup, Inc. "

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