Form of

BANK OF FLORIDA TAMPA BAY

ACQUISITION AGREEMENT

This Acquisition Agreement (Agreement) is made this              day of                     , 2004 (Effective Date), by and between Bancshares of Florida, Inc. (Bancshares) and the undersigned founding directors (each a Founding Director and collectively, the Founding Directors) of Bank of Florida Tampa Bay (In Organization) (Bank).

WHEREAS, on April 8, 2004, Hillsborough Financial, Inc., a Florida corporation (Hillsborough), Bancshares and certain members of the Founding Directors entered into an Option Agreement;

WHEREAS, Hillsborough, Bancshares and the Founding Directors desire to amend and restate the Option Agreement, dated April 8, 2004 and replace the same with this Agreement.

NOW THEREFORE, in consideration of the covenants contained herein, Hillsborough, Bancshares and each of the Founding Directors hereby agree as follows:

1. Cancellation of Stock Option Agreement and Renaming. The Stock Option Agreement dated as of August 14, 2003, by and between Hillsborough and Bancshares and the Option Agreement dated April 8, 2004, are hereby cancelled upon the effectiveness of this Agreement, with both parties being relieved of their duties thereunder.

2. Formation of the Bank. The Founding Directors have established an organizational account for the Bank with Bank of Florida, N.A. with the organizational account being property of the Bank and, therefore, under the control and direction of the Founding Directors. Notwithstanding anything to the contrary under applicable law, including, without limitation, Section 655.83, Florida Statutes, Bancshares, Bank of Florida, N.A. and any of their respective affiliates, subsidiaries, and branches each specifically waive their respective rights, if any, at any time, to setoff, attempt to setoff, recoup, attempt to recoup, appropriate, chargeback, freeze, debit, or otherwise place a lien or hold upon any deposits (general or special, time or demand) at any time held by Bank of Florida, N.A., its affiliates, subsidiaries, or branches, which arise specifically due to Bank of Florida, N.A.s being the depository institution for the Banks organizational account. In the event of a conflict between the terms of this Agreement and any other document establishing or otherwise governing the organizational account, the provisions of this Agreement shall control. The Founding Directors shall have the obligation to loan to the Bank, as reflected by a promissory note or notes (as may be amended from time to time), such amounts as are necessary to fund the organization of the Bank. Such funds shall be placed in the organizational account. The Founding Directors, with Bancshares assistance, shall take all necessary and proper steps to complete the chartering process for the Bank.

1

Upon Bancshares exercise of the option described in Section 3 herein, Bancshares shall then be obligated to purchase the to-be-issued Bank common stock to capitalize the Bank, upon compliance with the conditions contained in the approvals of the Banks Application for Authority to Organize a Bank filed with the Florida Department of Financial Services on January 28, 2004 and the Interagency Charter and Federal Deposit Insurance Application filed with the Federal Deposit Insurance Corporation on March 11, 2004 (collectively, the Regulatory Applications) and receipt of an accounting of the receipts and disbursements from the organizational account. It is Bancshares, the Banks, and the Founding Directors intent and desire that a total of 800,000 to 1,000,000 shares of Bank stock will be issued, sold to and purchased by Bancshares prior to the Bank opening for business, at a cost of $10.00 per share, provided that any such amount complies with applicable state and federal laws, rules and regulations and the conditions contained in the approvals of the Regulatory Applications.

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