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                                                            Exhibit 4.2(a)

                                  WARRANT PLAN
                                       AS
                        ADOPTED BY THE BOARD OF DIRECTORS
                                       OF
                     FLORIDA COASTLINE COMMUNITY GROUP, INC.
                                       ON

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

                                    ARTICLE I
                               PURPOSE OF THE PLAN

         The Board of Directors of FLORIDA COASTLINE COMMUNITY GROUP, INC.
("Company") has determined that it is in the best interests of the Company to
issue Warrants to purchase the Company's Common Stock in connection with the
Company's initial public offering of Common Stock. The Company proposes to issue
1,000,000 shares of Common Stock in such initial public offering. Additionally,
the Company will issue Warrants to purchase 75,000 shares of which will not be
included for registration in such initial public offering Common Stock. Each
Warrant will entitle the holder thereof to purchase that number of shares of
Common Stock indicated on the Warrant Certificate of Common Stock. Therefore the
Board of Directors, in order to provide for the above, has adopted this Warrant
Plan ("Plan") on the date set forth herein.

         The Company's Board of Directors and its initial stockholders have
adopted this Plan to compensate its organizers for their efforts in establishing
the strategic plan for Florida Coastline National Bank (the "Bank") and in
causing the initial funding of the organization of the Company and the Bank.
Hans C. Mueller, Maria T. Alvarez, Juergen Eisermann, M.D., Lawrence Feldman,
M.D., Patricia Greenberg, Robert Harden, Tamas Kallos, M.D., Duffield Matson,
Linda Marraccini, M.D., James C. Merrill, III, Kaye Pearson, Norman C. Powell,
Esq., George Quintairos, Esq., Mary Lou Rodon-Alvarez, Esq., Steve Sapp, CPA,
Jose Sirven, Esq., Stephen D. Taylor, Erik Van Ginkel, M.D., and Hugh L. Wood,
Esq., the Company's initial organizers, have been granted Organizer's Warrants
as recognition for their efforts to establish a strategic plan for the formation
of the Bank and for their funding of the initial organizational expenses of the
Bank and the Company.


                                   ARTICLE II
                                SCOPE OF THE PLAN

SECTION 1.  DEFINITIONS.

         Unless the context clearly indicates otherwise, the following terms
have the meanings set forth below:

         a.       "Board" means the Board of Directors of the Company.

         b.       "Common Stock" means the $0.01 par value common stock of the
                  Company.

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         c.       "Expiration Date" shall mean the earlier of (i) 5:00 p.m.
                  Eastern Standard Time on the tenth anniversary of the date of
                  the Warrants are issued which is proposed to be the date on
                  which the Bank opens for business or (ii) one (1) year after
                  the holder of the warrant ceases to be an officer or director
                  of the Company.

         d.       "Plan" means this Warrant Plan as adopted by the Board on
                  March 8, 2001, as set forth herein and as amended from time to
                  time.

         e.       "Warrant" means the right to purchase shares of Common Stock.

         f.       "Warrant Certificate" means the evidence of ownership of the
                  Warrant, as executed and issued by the Company in
                  substantially the form attached hereto as Exhibit A.

         SECTION 2. FORM OF WARRANTS. The certificates evidencing the Warrants
(the "Warrant Certificates") shall be substantially in the form set forth in
Exhibit A attached hereto, and may have such letters, numbers or other marks of
identification or designation and such legends, summaries or endorsements
printed, lithographed or engraved thereon as the Company may deem appropriate
and as are not inconsistent with provisions of this Plan, or as may be required
to comply with any law, or with any rule or regulation made pursuant thereto, or
to conform to usage. Each Warrant Certificate shall entitle the registered
holder thereof, subject to the provisions of this Agreement and of such Warrant
Certificate, to purchase the number stated therein of fully paid and
non-assessable shares of Common Stock evidenced by such Warrant Certificate, at
$10.00 per share.

         SECTION 3. ISSUANCE OF WARRANTS. The Warrant Certificates when issued
shall be dated and signed on behalf of the Company, manually or by facsimile
signature, by its Chairman of the Board or President, and by its Secretary or an
Assistant Secretary under its corporate seal, if any. The seal of the Company,
if any, may be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Warrants.

         SECTION 4. REGISTRATION OF WARRANT CERTIFICATES; REGISTERED OWNERS. The
Company shall maintain or cause to be maintained books for registration of
ownership of the Warrant Certificates issued hereunder. Such books shall show
the names and addresses of the respective holders of the Warrant Certificates
and the number of Warrants evidenced by each such Warrant Certificate. The
Company may deem and treat the registered holder of a Warrant Certificate as the
absolute owner thereof and of the Warrants evidenced thereby thereon made by
anyone, for all other purposes, the contrary (notwithstanding any notation of
ownership or other writing for the purpose of any exercise of such Warrants and
the Company shall not be affected by any notice to the contrary).

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         SECTION 5. MUTILATED, DESTROYED, LOST OR STOLEN WARRANT CERTIFICATES.
Upon receipt by the Company of evidence reasonably satisfactory to them of the
loss, theft, destruction or mutilation of any Warrant Certificate, and, in the
case of loss, theft or destruction, receipt by the Company of indemnity or
security reasonably satisfactory to them, and reimbursement to them of all
reasonable expenses incidental thereto, and, in the case of mutilation, upon
surrender and cancellation of the Warrant Certificate, the Company shall deliver
a new Warrant Certificate of like tenor representing in the aggregate the same
number of Warrants.

         SECTION 6. PAYMENT OF TAXES. With respect to any Warrant, the Company
will pay all documentary stamp taxes attributable to the initial issuance of
shares of Common Stock upon the exercise of the Warrant; provided, however, that
the Company shall not be required to pay any tax or taxes which may be payable
in respect of any transfer involved in the issue of any Warrant or any
certificates for shares of Common Stock in a name other than that of the
registered holder of the Warrant or Warrant Certificate surrendered upon the
exercise of a Warrant, and the Company shall not be required to issue or deliver
such Warrant or certificates unless or until the person or persons requesting
the issuance thereof shall have paid to the Company the amount of such tax if
any, or shall have established to the satisfaction of the Company that such tax
if required, has been paid.

         SECTION 7. EXERCISE, PURCHASE PRICE AND DURATION OF WARRANT. Subject to
the provisions of this Agreement, the holder of a Warrant shall have the right
to purchase from the Company (and the Company shall issue and sell to that
holder) the number of fully paid and non-assessable shares of Common Stock
indicated on the Warrant Certificate at the initial exercise price of $10.00 per
share (subject to adjustment as provided in Section 9 hereof). The holder may
surrender the Warrant Certificate evidencing such right to purchase Common Stock
on any business day subsequent to the first anniversary date of the opening of
the Company's subsidiary bank (the date when these Warrants first become
exercisable) and prior to 5:00 p.m. Eastern Standard Time on the Expiration
Date. The exercising holder shall duly complete and execute the Form of Election
to Exercise on the reverse thereof, and pay the Exercise Price in lawful money
of the United States of America in cash or by cashiers' or certified check
payable to the Company. The exercise price and the shares of Common Stock
issuable upon exercise of a Warrant shall be subject to adjustment from time to
time in the manner specified in Section 9 and, as initially established or as so
adjusted, are referred to herein as the "Exercise Price" and the "Shares,"
respectively. The Warrants shall be so exercisable either as an entirety or from
time to time in part at the election of the registered holder thereof except
that the Company shall not be required to issue certificates in denominations of
less than fifty (50) shares. In the event that fewer than all shares evidenced
by a Warrant Certificate are exercised at any time prior to 5:00 p.m. Eastern
Standard Time on the Expiration Date a new Warrant Certificate will be issued
for the shares not purchased.

         No payments or adjustments shall be made for any cash dividends,
whether paid or declared, on Shares issuable on the exercise of a Warrant.

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         No fractional shares of Common Stock shall be issued upon exercise of a
Warrant, but, in lieu thereof, there shall paid to the registered holder of the
Warrant Certificate evidencing such right to purchase Common Stock or other
person designated on the Form of Election to Exercise as soon as practicable
after date of surrender, an amount in cash equal to the fraction of the current
market value of a share of Common Stock equal to the fraction of a share to
which such Warrant related. For such purpose, the current market value of a
share of Common Stock shall be the book value of the Common Stock as of the last
day of the month immediately preceding the date of the Election to Exercise.

         Subject to Section 6 hereof, upon surrender of a Warrant Certificate,
with the Form of Election to Exercise duly completed and executed, together with
payment of the Exercise Price, the Company shall issue and deliver the full
number of Shares issuable upon exercise of the Warrant tendered for exercise.
Shares shall be deemed to have been issued, and any person so designated by the
registered holder shall be deemed to have become the holder of record of a
Share, as of the date of the surrender of the Warrant Certificate to which the
Share relates and payment of the appropriate Exercise Price; provided, however,
if the date of surrender of a Warrant Certificate shall occur within any period
during which the transfer books for the Company's Common Stock are closed for
any purpose, such person shall not be deemed to have become a holder of record
of a Share until the opening of business on the day of reopening said transfer
books, and certificates representing such Shares shall not be issuable until
such day.

         SECTION 8. RESERVATION OF SHARES. The Company will at all times reserve
and keep available out of the aggregate of its authorized but unissued Common
Stock a number of shares sufficient to enable for the it to satisfy any
obligation to issue Shares upon exercise of Warrants, through the close of
business on the Expiration Date.

         The Company covenants that all Shares issued upon exercise of the
Warrants will, upon issuance in accordance with the terms of this Agreement, be
fully paid and non-assessable.

         The shares allocated for such Warrants will not be included for
Registration under the Securities Act of 1933, and Rule 415 adopted thereunder,
in a registration of securities expected to be filed by the Company with the
Securities and Exchange Commission in March 2001.

         SECTION 9. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES
PURCHASABLE. The Exercise Price and the number of Shares which may be purchased
upon the exercise of each Warrant are subject to adjustment from time to time
upon the occurrence, after the date hereof, if the Company shall (i) declare a
dividend on the Common Stock payable in shares of common stock, (ii) subdivide
the outstanding Common Stock into a greater number of shares or (iii) combine
the outstanding Common Stock into a smaller number of shares, then the Exercise
Price in effect on the record date for that dividend or on the effective date of
that subdivision or combination, and/or the number and kind of shares of capital
stock issuable on that date, shall be proportionately adjusted so that the
holder of

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any Warrant exercised after such time shall be entitled to receive solely the
aggregate number and kind of shares of capital stock which, if the Warrant had
been exercised immediately prior to that date, such holder would have owned upon
exercise and been entitled to receive by virtue of that dividend, subdivision,
or combination. The foregoing adjustments shall be made by the Company
successively whenever any event listed above shall occur.

         SECTION 10. NOTICES TO WARRANT HOLDERS. Upon any adjustment to the
Exercise Price pursuant to Section 10 hereof, the Company within twenty calendar
days thereafter shall cause to be given to the registered holders of outstanding
Warrant Certificates at their respective addresses appearing on the Warrant
Certificate register written notice of the adjustments by first-class mail,
postage prepaid. Where appropriate, the notice may be given in advance and
included as a part of the notice required to be mailed under the other
provisions of this Section 10.

         Notice of any supervisory order regarding the capitalization of the
Bank, shall be delivered in the same manner within three (3) business days of
the Company's receipt of such notice.

         SECTION 11. TRANSFER. The Warrants may not be assigned or transferred
(except pursuant to applicable laws of descent and distribution) and any
purported transfer shall be null and void and of no effect.

         SECTION 12. SUPPLEMENTS AND AMENDMENTS. The Company may from time to
time supplement or amend this Agreement without the consent or concurrence of or
notice to any holders of Warrant Certificates or Warrants in order to cure any
ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein, to correct any defective
provision, clerical omission, mistake or manifest error herein contained, or to
make any other provision with respect to matters or questions arising under this
Agreement which shall not be inconsistent with the provisions of the Warrant
Certificates; provided that such action shall not adversely affect the interests
of the holders of the Warrant Certificates or Warrants. Other amendments to this
Agreement may be approved by a vote of at least a majority of the Company's
shares.

         SECTION 13. GOVERNING LAW. This Plan and each Warrant Certificate
issued hereunder shall be deemed to be a contract made under the laws of the
State of Florida and for all purposes shall be governed by, construed and
enforced in accordance with the laws of said State.

         SECTION 14. BENEFITS OF THIS PLAN. Nothing in this Plan shall be
construed to give to any person or corporation other than the Company and the
registered holders of the Warrant Certificates or Warrants any legal or
equitable right, remedy or claim under this Plan; this Plan shall be for the
sole and exclusive benefit of the Company and the registered holders of the
Warrant Certificates.

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         SECTION 15. RIGHTS OF PRIMARY FEDERAL BANKING REGULATOR. The rights and
obligations of all option holders pursuant to this Plan shall be subject to the
right of the primary federal banking regulator of the Bank to require that the
option holders either exercise or forfeit their rights to purchase stock
hereunder upon a finding by such primary federal banking regulator that the
Bank's capital has fallen below the minimum requirements as determined by the
Bank's primary federal banking regulator.

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                     FLORIDA COASTLINE COMMUNITY GROUP, INC.
                               WARRANT CERTIFICATE

Certificate No.__________                             Number of Shares:  ______


                       WARRANT CERTIFICATE FOR PURCHASE OF
             COMMON STOCK OF FLORIDA COASTLINE COMMUNITY GROUP, INC.
             (See Reverse Side for Summary of Terms of Warrant Plan)

         THIS CERTIFIES THAT, for value received, ___________________________,
is the owner of this Warrant which entitles the owner to purchase, subject to
the terms and conditions hereof and of the Warrant Plan referred to herein, at
any time after the date hereof and prior to the Expiration Date (as herein
defined), the number of shares of Common Stock as set forth above, par value
$0.01 per share ("Shares"), of FLORIDA COASTLINE COMMUNITY GROUP, INC., a
Florida corporation ("Company") at $10.00 per share ("Exercise Price"), payable
in cash, or by cashiers check or other official bank check, payable to the
Company. The Warrant may be exercised by delivery and surrender of this Warrant
Certificate, along with the form of Election to Exercise on the reverse hereof
duly completed and executed together with payment of the Exercise Price at the
office of the Company or its duly appointed agent.

         This Warrant Certificate and the Warrant represented hereby are issued
pursuant to and are subject to all of the terms, provisions and conditions of
that certain Warrant Plan dated as of March 8, 2001, (hereinafter called the
"Warrant Plan"), adopted by the Company, to all of which terms, provisions and
conditions the registered holder of this Warrant Certificate consents by
acceptance hereof. The Warrant Plan and the summary of its terms set forth on
the reverse side of this Warrant Certificate are hereby incorporated into this
Warrant Certificate by reference and made a part hereof. The Warrant Plan sets
forth the terms and conditions under which the exercise price for a Warrant, the
number of shares to be received upon exercise of a Warrant, or both, may be
adjusted. Reference is hereby made to the Warrant Plan for a full description of
the rights, limitations of rights, obligations, duties and immunities hereunder
of the Company and the holders of the Warrant Certificates or Warrants. In the
event of any conflict between the provisions of this Warrant Certificate and the
Warrant Plan, the provisions of the Warrant Plan shall control.

         Copies of the Warrant Plan are available for inspection at the
Company's Office, or may be obtained upon written request addressed to the
Secretary, FLORIDA COASTLINE COMMUNITY GROUP, INC., 8720 North Kendall Drive,
Miami, Florida 33176. The Company shall not be required upon the exercise of the
Warrants evidenced by this Warrant Certificate to issue fractions of Warrants or
Shares, but shall make adjustments therefor in cash on the basis of the then
current market value of any fractional interest as provided in the Warrant Plan.

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         The rights to purchase shares of Common Stock evidenced by this Warrant
Certificate shall expire at 5:00 p.m. Local Time on the "Expiration Date" (as
defined in the Warrant Plan).

         IN WITNESS WHEREOF, FLORIDA COASTLINE COMMUNITY GROUP, INC. has caused
this certificate to be executed by the signature of its duly authorized officers
and has caused its corporate seal to be hereunto affixed.

Dated: __________________

                                            SEAL

_________________________, Director         _______________________, Secretary


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                     FLORIDA COASTLINE COMMUNITY GROUP, INC.
                        SUMMARY OF TERMS OF WARRANT PLAN

         The Company's Board of Directors and its initial stockholder have
adopted a Warrant Plan to compensate its organizers for their efforts in and
funding of the organization of the Company and Florida Coastline National Bank
(the "Bank"). The exercise price of the Warrants will be $10 per share, the
offering price of the Common Stock being offered pursuant to the Company's
Prospectus. The Warrants will be non- transferable and will vest immediately and
will have a term of ten (10) years from the issuance date at which time they
will expire.

         The Warrant Plan also provides that, upon the occurrence of certain
events, the initial exercise price set forth on the face of this Warrant
Certificate may, subject to specified conditions, be adjusted (such exercise
price, as initially established or as adjusted from time to time, is referred to
herein as the "Exercise Price"). If the Exercise Price is adjusted, the Warrant
Plan provides that the number of shares which can be purchased upon the exercise
of each Warrant represented by this Warrant Certificate and the type of
securities or other property subject to purchase upon the exercise of each
Warrant represented by this Warrant Certificate are subject to modification or
adjustment.

         The right to purchase shares of Common Stock evidenced by this Warrant
Certificate shall be exercisable until 5:00 p.m. Local Time on the Expiration
Date (as defined in the Warrant Plan).

         In the event that upon any exercise the number of shares of Common
Stock purchased shall be fewer than the total number of shares of Common Stock
that the holder may purchase pursuant to the Warrant, there shall be issued to
the holder hereof a new Warrant Certificate evidencing the right to purchase
those shares Common Stock not purchased in the exercise of this Warrant.

         No payment or adjustment will be made for any cash dividends, whether
paid or declared, on any shares issuable upon exercise of a Warrant. The Company
shall not be required to issue fractions of shares or any certificates which
evidence fractional shares. In lieu of a fractional share, if any, there shall
be paid to the registered holder of a Warrant with regard to which the
fractional share would be issuable, an amount in cash equal to the same fraction
of the current market value (as determined pursuant to the Warrant Plan) of a
share.

         The Company may deem and treat the registered holder of any Warrant
Certificate as the absolute owner thereof and of the Warrants represented by
such Warrant Certificate (notwithstanding any notation of ownership or other
writing thereon made by anyone) for the purposes of any exercise of such
Warrants and for all other purposes, and the Company shall not be affected by
any notice to the contrary.

         Prior to the exercise of the right to purchase shares of Common Stock
represented hereby, the registered holder of this Warrant Certificate, shall not
be entitled to vote on or be deemed the holder of Common Stock or any other
securities of the Company which may at any time be issuable on the exercise
hereof for any purpose, and nothing contained in the Warrant Plan or herein
shall be construed to confer upon the holder of this Warrant Certificate, any of
the rights of a stockholder of the Company or any right to vote for the election
of directors or upon any matter submitted to stockholders at any meeting
thereof, or to give or withhold consent to any corporate action (whether upon
any recapitalization, issue of stock, reclassification of stock, change of par
value or change of stock to no par value, consolidation, merger, conveyance or
otherwise) or to receive notice of meetings or other actions affecting
stockholders or to receive dividends or subscription rights or otherwise.

         The holder of a Warrant shall be subject to exercise or forfeit their
stock rights, upon the Bank's primary federal regulator to require that the
warrant holder exercise or forfeit his right to purchase stock under the Warrant
Plan if the primary federal regulator determines that the bank's capital has
fallen below the minimum requirement.

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         This Warrant Certificate, together with other Warrant Certificates, may
be exchanged by the registered holder for another Warrant Certificate or
Certificates of different denominations, of like tenor and representing in the
aggregate Warrants equal in number to the same full number of Warrants
represented by this Warrant Certificate and any other Warrant Certificate so
exchanged.

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                     FLORIDA COASTLINE COMMUNITY GROUP, INC.
                                  WARRANT PLAN

                              ELECTION TO EXERCISE

         The undersigned hereby irrevocably elects to exercise ____________
Warrants evidenced by this Warrant Certificate, to purchase ___________ full
shares of the Common Stock of the Company ("Shares") and herewith tenders
payment for such Shares in the amount of $_____________ in accordance with the
terms hereof. The undersigned hereby acknowledges receipt of a Prospectus,
including amendments and supplements thereto relating to the Offering of the
Common Stock to be acquired in connection with this transaction. The undersigned
requests that a certificate representing such shares be registered in the name
of __________________________________________ and that the Certificate be
delivered to ____________________________________________, whose address is
____________________________________________________. If said Shares are fewer
than all the Shares purchasable hereunder, the undersigned requests that a new
Warrant Certificate evidencing the right to purchase the balance of the shares
be registered in the name of ____________________, whose address is
____________________________________________ and delivered to ________________
address is __________________________________________________.

                                         Dated: __________________, 200_.

                                         ________________________________
                                              Social Security Number

Name of Registered Holder of Warrant

                                                     (Please Print)

Address:
                                                     (Please Print)

Signature

         NOTE: The above signature must correspond with the name as written upon
         the face of the Warrant Certificate in every particular, without
         alteration or enlargement or any change whatever. If the holder hereof
         is hereby electing to exercise fewer than all Warrants represented by
         this Warrant Certificate and is requesting that a new Warrant
         Certificate evidencing the Warrants not exercised be registered in a
         name other than that in which this Warrant Certificate is registered,
         the signature of the holder of this Warrant Certificate must be
         guaranteed.

Signature Guaranteed:


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