Exhibit 4.1

FLORIDA SAVINGS BANCORP, INC.

DEBENTURE ORDER FORM

Please Return To: A PROPERLY COMPLETED
ORIGINAL DEBENTURE
ORDER FORM MUST BE USED TO
SUBSCRIBE FOR DEBENTURES

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Expiration Date for Purchase of Debentures:
_______, 2002
5:00 P.M. Miami, Florida Time
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Number of Debentures Subscribed For

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(1) Number of Debentures Debenture Price (2) Total Payment Due
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X $1,000 = $
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Note: The minimum subscription price is $10,000.

Method of Payment
(3) [_] Enclosed is a check, bank draft or telegraphic or express money order
made payable to ____________________ as Escrow Agent (cash may not be
used) in the amount of:

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$
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(4) [_] Wire transfer of funds has been made to an account maintained by the
Escrow Agent for such purpose in the amount of:

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$
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[NEED WIRE INSTRUCTIONS]

Debenture Registration

(5) Form of Debenture Ownership:
[_] Individual [_] Joint tenants [_] Tenants in common [_] UTMA/UGMA
[_] Fiduciary (i.e. [_] Corporation or [_] Other____________
trust, estate, etc.) Partnership

Residence and Taxpayer Information

(6) I am a resident of State:_____ Country:______

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Name Social Security No. or Tax ID No.:
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Street Address/City/State/Zip Code County of Residence
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Telephone Information

(7) Please provide telephone numbers where you can be reached.

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Daytime Phone Evening Phone
( ) ( )
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NASD Affiliation

(8) This section applies to those individuals who meet the delineated criteria:

[_] Check here if you are a member of the National Association of
Securities Dealers, Inc. ("NASD"), a person associated with an NASD member or a
member of the immediate family of any such person to whose support such person
contributes, directly or indirectly.

[_] Check here if you are a senior officer of a bank, savings and loan
institution, insurance company, registered investment company, registered
investment advisory firm or any other institutional type account; or a person
who is employed in the securities department of any such institution or who
otherwise may influence the buying and/or selling of securities by any such
institutions; or a member of the immediate family of any such person.

To comply with conditions under which an exemption from the NASD's
Interpretation With Respect to Free Riding and Withholding is available, you
agree, if you have checked either box above, that you may be subject to certain
restrictions on your ability to purchase or resell the debentures and may be
subject to certain disclosure requirements under the rules of the NASD.

Acknowledgment

(9) I/We acknowledge receipt of the offering circular dated ____________, 2002
and understand that in order to purchase debentures, this fully completed
Debenture Order Form must be received by the Escrow Agent no later than _:__
p.m. on ____________, 2002, the expiration date of the offering, unless extended
by Florida Savings Bancorp, Inc., otherwise this Debenture Order Form will be
void. Completed Debenture Order Forms, together with the required payment, may
be delivered to or mailed to the Escrow Agent in the enclosed business reply
envelope or to the address found in the offering circular. Do not mail cash.

It is understood that this Debenture Order Form will be accepted in accordance
with, and subject to, the terms and conditions described in the accompanying
offering circular.

The undersigned agree(s) that, without the prior consent of Florida Savings
Bancorp, Inc., this Debenture Order Form may not be modified, withdrawn or
cancelled.

Under penalty of perjury, I/we certify that the Social Security or Tax ID Number
and other information provided under Item 6 of this Debenture Order Form are
true, correct and complete and that I/we am/are not subject to backup
withholding because: (i) I/we am/are exempt from backup withholding (ii) I/we
have not been notified by the Internal Revenue Service ("IRS") that I/we am/are
subject to backup withholding as a result of failure to report all interest or
dividends; or (iii) the IRS has notified me/us that I/we am/are no longer
subject to backup withholding.

I ACKNOWLEDGE THAT THE DEBENTURE IS NOT A DEPOSIT ACCOUNT, IS NOT FEDERALLY
INSURED AND IS NOT GUARANTEED BY FLORIDA SAVINGS BANCORP, INC., THE
FEDERAL GOVERNMENT OR BY ANY GOVERNMENT AGENCY. I UNDERSTAND THAT MY
PURCHASE OF DEBENTURES IS SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE
LOSS OF THE PRINCIPAL INVESTED.

(10) Signature:___________________ Date:_______________

(11) If signature is by trustee(s), executor(s), administrator(s), guardian(s),
attorney-in-fact, agent(s), officer(s) of a corporation or of another person
acting in a fiduciary or representative capacity, please provide the following
information (please type or print).

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Name: Capacity: Social Security No. or Tax ID No.:
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Street Address/City/State/Zip Code: Phone: ( )
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You may mail your completed Debenture Order Form in the envelope that has been
provided, or deliver your Debenture Order Form to the Escrow Agent at the
address provided in the offering circular. If you send by mail, it is
recommended that the Debenture Order Form be sent by registered mail, properly
insured, with return receipt requested, and that a sufficient number of days be
allowed to ensure delivery to the Escrow Agent prior to the Expiration Date.
Your Debenture Order Form, properly completed, and payment in full must be
received by the Escrow Agent no later than ____ p.m., Miami, Florida Time, on
____________ __, 2002, or it will become void.

DEBENTURE OWNERSHIP GUIDE AND ORDER FORM INSTRUCTIONS
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DEBENTURE OWNERSHIP GUIDE
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INDIVIDUAL: Include the first name, middle initial, and last name of the
debenture holder. Avoid the use of an initial in place of
the first name. Please omit words that do not affect
ownership rights such as "Mr.," "Mrs.," "Dr.," "special
account," "single person," etc.

JOINT TENANTS: Joint tenants with rights of survivorship may be specified
to identify two or more owners. When the debenture is held
by joint tenants with right of survivorship, ownership is
intended to pass automatically to the surviving joint
tenant(s) upon the death of any joint tenant. All parties
must agree to the transfer or sale of shares held by joint
tenants.

TENANTS IN Tenants in common may also be specified to identify two or
COMMON: more owners. When the debenture is held as tenants in
common, upon the death of one co-tenant, ownership of the of
the debenture will be held by the surviving co-tenant(s) and
by the heirs of the deceased co-tenant. All parties must
agree to the transfer or sale of the debentures held in this
form of ownership.

UNIFORM The debenture may be held in the name of the custodian for a
TRANSFER TO minor under the Uniform Transfer to Minor Acts of the
MINORS ACT individual states. There may be only one custodian and one
("UTMA"): minor designated on a debenture. The standard abbreviation
of custodian is "CUST," while the "Uniform Transfer to Minor
Act" is abbreviated "UTMA." Standard U.S. Postal Service
state abbreviations should be used to describe the
appropriate state. For example, a debenture held by John P.
Jones under the Pennsylvania Uniform Transfer to Minor Act
will be abbreviated: JOHN P. JONES, CUST SUSAN A. JONES,
UTMA, PA.

UNIFORM The debenture may be held in the name of a custodian for a
GIFT TO minor under the Uniform Gifts to Minors laws of the
MINORS ACT individual states. There may be only one custodian and one
("UGMA"): minor designated on a debenture. The standard abbreviation
of custodian is "CUST," while the description "Uniform Gift
to Minors Act" is abbreviated "UNIF GIFT MIN ACT." Standard
U.S. Postal Service state abbreviations should be used to
describe the appropriate state.

FIDUCIARIES: Information provided with respect to the debenture to be
held in a fiduciary capacity must contain the following:
. The name(s) of the fiduciary. If an individual, list the
first name, middle initial, and last name. If a corporation,
list corporate title (name). If an individual and a
corporation, list the corporation before the individual.
. The fiduciary capacity, such as administrator, executor,
personal representative, conservator, trustee, committee,
etc.
. A description of the document governing the fiduciary
relationship, such as a trust agreement or court order.
Without designation establishing a fiduciary relationship,
your debenture may not be registered in a fiduciary
capacity.
. The date of the document governing the relationship,
except that the date of a trust created by a will need not
be included in the description.
. The name of the maker, donor or testator and the name of
the beneficiary.
An example of fiduciary ownership: John D. Smith, Trustee
Under Agreement Dated 10-1-92 for Tom A. Smith.
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ITEM INSTRUCTIONS
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ITEMS 1 and 2 Fill in the number of debentures that you wish to purchase
and the total payment due. The amount due is determined by
multiplying the number of debentures by the subscription
price of $1,000 per debenture. The minimum number of
debentures that may be subscribed is 10 debentures, which
equals an aggregate subscription price of $10,000. In the
event of an oversubscription, debentures will be allocated
first to shareholders of record as of ____________, 2002 in
proportion to their percentage ownership in Florida Savings
Bancorp, Inc. All remaining debentures will be allocated to
the public at the discretion of Florida Savings Bancorp,
Inc. management. No prospective investor through this
offering, however, other than Bernard Janis and the Andrea
Green 1991 Irrevocable Trust, may own or acquire, or through
the purchase of debentures have the right to own or acquire,
10% or more of the common stock of Florida Savings Bancorp,
Inc. Florida Savings Bancorp, Inc. may accept or reject
subscriptions, in whole or in part, in the sole discretion
of its board of directors.

ITEMS 3 and 4 Please check the appropriate box if (a) your method of
payment is check, bank draft or telegraphic or express made
payable to _____________________ as Escrow Agent and fill
in the amount due or (b) your method of payment is by wire
transfer of funds to an account maintained by the Escrow
Agent and fill in the amount due. CASH MAY NOT BE USED.

The aggregate subscription price will be deemed to have been
received by the Escrow Agent only upon (i) clearance of any
non-certified check, (ii) receipt by the Escrow Agent of any
certified check or bank draft drawn upon a domestic bank or
of any posted, telegraphic or express money order, or (iii)
receipt of good funds in the Escrow Agent's account. If
paying by a non-certified personal check, please note that
the funds paid thereby may take at least five business days
to clear. Accordingly, persons who wish to pay the aggregate
subscription price by a means of a non-certified personal
check are urged to make payment sufficiently in advance to
the offering expiration date, to ensure that such payment is
received and clears by such date and are urged to consider
payment by means of certified or cashier's check, money
order or wire transfer of funds. All funds received shall be
held by the Escrow Agent. If the amount enclosed or
transmitted is not sufficient to pay the purchase price for
all debentures that are stated to be subscribed for, the
number of debentures subscribed for will be assumed to be
the maximum number that could be subscribed for upon payment
of such amount provided that the minimum purchase limitation
of $10,000 has been met. If the offering is terminated, all
funds received from subscribers will be promptly refunded,
with interest.

ITEMS 5, 6 and 7 The securities transfer industry has developed a uniform
system of securityholder registration that we will use in
the issuance of your debentures. Please complete Items 5,
6 and 7 as fully and accurately as possible, and be certain
to supply the social security or tax ID number of the
person who is subscribing for debentures. Additionally,
please list your daytime and evening telephone number(s).
We will need to call you if we cannot execute your
subscription as given. If you have any questions or
concerns regarding the registration of your debenture,
please consult your legal advisor. Debenture ownership must
be registered in one of the ways described under "Debenture
Ownership Guide" above.

ITEM 8 Under the regulations of the National Association of
Securities Dealers, Inc. ("NASD"), NASD affiliates must
comply with certain holding requirements and reporting
obligations. Please read this Item 8 carefully and check the
box, if applicable.

ITEMS 9 and 10 Please sign and date the Debenture Order Form where
indicated. Review the Debenture Order Form carefully before
you sign, including the acknowledgment. Normally, one
signature is required.

ITEM 11 Persons who sign the Debenture Order Form in a
representative or other fiduciary capacity must indicate
their capacity when signing and unless waived by the Escrow
Agent in its sole and absolute discretion, must present to
the Escrow Agent satisfactory evidence of their authority
so to act. If the Debenture Order Form is executed by a
person other than the holder named on the face of the
Debenture Order Form, prior evidence of authority of the
person executing the Debenture Order Form must accompany
the name unless the Escrow Agent, in its discretion,
dispenses with proof of authority.