<PAGE>   1
                                                                 Exhibit 4.3(a)

                     FLORIDA COASTLINE COMMUNITY GROUP, INC.

                        2001 INCENTIVE STOCK OPTION PLAN

                                    ARTICLE I

                                     GENERAL

1.1      PURPOSE OF THE PLAN.

         The purpose of the FLORIDA COASTLINE COMMUNITY GROUP, INC. 2001
Incentive Stock Option Plan (the "Plan") is to assist FLORIDA COASTLINE
COMMUNITY GROUP, INC. (the "Company") to promote equity ownership of the Company
by selected officers and employees of the Company and Florida Coastline National
Bank (the "Bank"), to increase their proprietary interest in the success of the
Company and to encourage them to remain in the employ of the Company.

1.2      DEFINITIONS.

         (a) "ACCELERATION EVENT" means any event which in the opinion of the
Board of Directors of the Company is likely to lead to changes in control of
share ownership of the Company, whether or not such change in control actually
occurs.

         (b) "BOARD OF DIRECTORS" or "BOARD" means the Board of Directors of the
Company.

         (c) "CODE" means the Internal Revenue Code of 1986, as amended, and any
successor thereto, together with rules, regulations and interpretations
promulgated thereunder.

         (d) "COMMITTEE" it means the committee referred to in Section 1.3.

         (e) "COMMON STOCK" means the common stock of the Company having a par
value of $.01 per share.

         (f) "FAIR MARKET VALUE" means the closing "asked" price of the shares
of Common Stock in the over-the-counter market on the day on which such value is
to be determined or, if such "asked" price is not available, the last sales
price on such day or, if no shares were traded on such day, on the next
preceding day on which the shares were traded, as reported by the National
Association of Securities Dealers Automatic Quotation System (NASDAQ) or other
quotation service. If the shares are listed on a National Securities Exchange,
"fair market value" means the closing price of the shares of Common Stock on
such National Securities Exchange on the day on which such value is to be
determined or, if no shares were traded on such day, on the next preceding day
on which shares were traded, as reported by National Quotation Bureau, Inc. or
other national quotation service. If at any time shares of Common Stock are not
traded on an exchange or in the over-the-counter market, Fair Market Value shall
be the value determined by the Board of Directors or Committee

                                       -1-


<PAGE>   2


                     FLORIDA COASTLINE COMMUNITY GROUP, INC.

                        2001 INCENTIVE STOCK OPTION PLAN

administering the Plan, taking into consideration those factors affecting or
reflecting value which they deem appropriate.

         (g) "INCENTIVE STOCK OPTION" means an option to purchase shares of
Common Stock which is intended to qualify as an incentive stock option as
defined in Section 422A of the Code.

         (h) "KEY EMPLOYEE" means any person, including officers and directors,
in the regular employment of the Company or its Subsidiaries who is designated a
Key Employee by the Committee and is or is expected to be primarily responsible
for the management, growth, or supervision of some part or all of the business
of the Company or its Subsidiaries. The power to determine who is and who is not
a Key Employee is reserved solely for the Committee.

         (i) "NONQUALIFIED STOCK OPTION" means an option to purchase shares of
Common Stock which is not intended to qualify as an Incentive Stock Option as
defined in Section 422A of the Code.

         (j) "OPTION" means an Incentive Stock Option or a Nonqualified Stock
Option.

         (k) "OPTIONEE" means a Key Employee to whom an Option is granted under
the Plan.

         (1) "PARENT" means any corporation which qualifies as a parent of a
corporation under the definition of "parent corporation" contained in Section
425(e) of the Code.

         (m) "SUBSIDIARY" means any corporation which qualifies as a subsidiary
of a corporation under the definition of "subsidiary corporation" contained in
Section 425(f) of the Code.

         (n) "TERM" means the period during which a particular option may be
exercised as determined by the Committee and as provided in the option
agreement.

1.3      ADMINISTRATION OF THE PLAN.

         The Plan shall be administered by the Company's Compensation Committee
(the "Committee") appointed from time to time by the Board of Directors and is
comprised of at least two (2) non-employee directors who qualify to administer
the Plan as contemplated by Rule 16b-3 of the Securities Exchange Act of 1934 or
any successor. No person while a member of the Committee shall be eligible to
participate in the Plan. Subject to the control of the Board, and without
limiting the control over decisions described in Section 1.7, the Committee
shall have the power to interpret and apply the Plan and to make regulations for
carrying out its purpose. More particularly, the Committee shall determine which
Key Employees shall be granted Options under the Plan, the number of shares
subject to each Option, the price per share under each Option, the Term of each

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                     FLORIDA COASTLINE COMMUNITY GROUP, INC.

                        2001 INCENTIVE STOCK OPTION PLAN

Option, and any restrictions on the exercise of each Option. When granting
Options, the Committee shall designate the Option as either an Incentive Stock
Option or a Nonqualified Stock Option. Determinations by the Committee under the
Plan (including, without limitation, determinations of the person to receive
Options, the form, amount and timing of such Options, and the terms and
provisions of such Options and the agreements evidencing same) need not be
uniform and may be made by it selectively among persons who receive, or are
eligible to receive, Options under the Plan, whether or not such persons are
similarly situated.

1.4      SHARES SUBJECT TO THE PLAN.

         The total number of shares that may be purchased pursuant to Options
under the Plan shall not exceed 100,000 shares of Common Stock. Shares subject
to the Options which terminate or expire prior to exercise shall be available
for future Options. Shares issued pursuant to the Plan may be either unissued
shares of Common Stock or reacquired shares of Common Stock held in treasury.

1.5      TERMS AND CONDITIONS OF OPTIONS.

         All Options shall be evidenced by agreements in such form as the
Committee shall approve from time to time subject to the provisions of Article
II or Article III hereof, as appropriate, and the following provisions:

         (a) EXERCISE PRICE. Except as provided in Section 3.1(c), the exercise
price of the Option shall not be less than the Fair Market Value (as determined
by the Committee) of the Common Stock at the time the Option is granted.

         (b) EXERCISE. The Committee shall determine whether the Option shall be
exercisable partially or in full at any time during the Term.

         (c) TERMINATION OF EMPLOYMENT. An Optionee's Option shall expire on the
earlier of the expiration of (i) the date specified in the Option which in no
event shall be later than three (3) months after the termination of the
Optionee's employment for any reason other than death or disability (as defined
in Section 422A(c)(7) of the Code); or (ii) the Term specified in Section 2.1 or
3.1(a) as the case may be. In the event of exercise of the Option after
termination of employment the Optionee may exercise the Option only with respect
to the shares which could have been purchased by the Optionee at the date of
termination of employment. However, the Committee may, but is not required to,
waive any requirements made pursuant to Section 1.5(b) so that some or all of
the shares subject to the Option may be exercised within the time limitation
described in this subsection. An Optionee's employment shall be deemed to
terminate on the last date for which he receives a regular wage or salary
payment.

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<PAGE>   4


                     FLORIDA COASTLINE COMMUNITY GROUP, INC.

                        2001 INCENTIVE STOCK OPTION PLAN

         (d) DEATH OR DISABILITY. Upon termination of Optionee's employment by
reason of death or disability (as determined by the Committee consistent with
the definition of Section 422A(c)(7) of the Code), the Option shall expire on
the earlier of the expiration of (i) the date specified in the Option which in
no event shall be later than twelve (12) months after the date of such
termination, or (ii) the Term specified in Section 2.1 or 3.1(a) as the case may
be. The Optionee or his successor in interest, as the case may be, may exercise
the Option only as to the shares which could have been purchased by the Optionee
at the date of his termination of employment. However, the Committee may, but is
not required to, waive any requirements made pursuant to Section 1.5(b) so that
some or all of the shares subject to the Option may be exercised within the time
limitation described in this subsection.

         (e) PAYMENT. Payment for shares as to which an Option is exercised
shall be made in such manner and at such time or times as shall be provided in
the option agreement, including cash, Common Stock of the Company which was
previously acquired by the Optionee, or any combination thereof. Common Stock
used in payment for shares as to which an Option is exercised shall be valued at
Fair Market Value (as determined by the Committee) as of the date of exercise.

         (f) NONTRANSFERABILITY. No Option granted under the Plan shall be
transferable other than by will or by the laws of descent and distribution.
During the lifetime of the Optionee, an Option shall be exercisable only by the
Optionee.

         (g) 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 Company's wholly owned
subsidiary national bank (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.

         (h) ADDITIONAL PROVISIONS. Each Option agreement may contain such other
terms and conditions not inconsistent with the provisions of the Plan as the
Committee may deem appropriate from time to time.

1.6      STOCK ADJUSTMENTS; MERGERS.

         Notwithstanding Section 1.4, in the event the outstanding shares are
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of any other corporation by
reason of a stock split, stock dividend, combination or reclassification of
shares, recapitalization, merger or similar event, the total number of shares
set forth in Section 1.4 shall be proportionately and appropriately adjusted by
the Committee. If the Company continues in existence, the number and kind of
shares that are subject to any Option and

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                     FLORIDA COASTLINE COMMUNITY GROUP, INC.

                        2001 INCENTIVE STOCK OPTION PLAN

the option price per share shall be proportionately and appropriately adjusted
without any change in the aggregate price to be paid therefor upon exercise of
the Option. If the Company will not remain in existence or substantially all of
its voting Common Stock and Common Stock will be purchased by a single purchaser
or group of purchasers acting together, then the Committee may (i) declare that
all Options shall terminate thirty (30) days after the Committee gives written
notice to all Optionees of their immediate right to exercise all Options then
outstanding (without regard to limitations on exercise otherwise contained in
the Options), or (ii) notify all Optionees that all Options granted under the
Plan shall apply with appropriate adjustments as determined by the Committee to
the securities of the successor corporation to which holders of the numbers of
shares subject to such Options would have been entitled, or (iii) some
combination of aspects of (i) and (ii). The determination by the Committee as to
the terms of any of the foregoing adjustments shall be conclusive and binding.
Any fractional shares resulting from any of the foregoing adjustments under this
section shall be disregarded and eliminated.

1.7      ACCELERATION EVENT.

         If an Acceleration Event occurs in the opinion of the Board of
Directors, based on circumstances known to it, the Board of Directors may direct
the Committee to declare that all Options granted under the Plan shall become
exercisable immediately notwithstanding the provisions of the respective Option
agreements regarding exercisability.

1.8      NOTIFICATION OF EXERCISE.

         Options shall be exercised by written notice directed to the Secretary
of the Company at the principal executive offices of the Company. Such written
notice shall be accompanied by any payment required pursuant to Section 1.5(e).
Exercise by an Optionee's heir or the representative of his estate shall be
accompanied by evidence of his authority to so act in form reasonably
satisfactory to the Company.

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<PAGE>   6


                     FLORIDA COASTLINE COMMUNITY GROUP, INC.

                        2001 INCENTIVE STOCK OPTION PLAN

                                   ARTICLE II

                             INCENTIVE STOCK OPTIONS

2.1      TERM OF INCENTIVE STOCK OPTIONS.

         Each Incentive Stock Option granted under the Plan shall be exercisable
only during a Term fixed by the Committee; provided, however, that the Term
shall end no later than ten (10) years after the date the Incentive Stock Option
is granted.

2.2      LIMITATION ON OPTIONS.

         The aggregate Fair Market Value of Common Stock (determined at the time
the Incentive Stock Option is granted) subject to Incentive Stock Options
granted to a Key Employee under all plans of the Key Employee's employer
corporation and its Parent or Subsidiary corporations and that become
exercisable for the first time by such Key Employee during any calendar year may
not exceed $100,000. To the extent a grant of Incentive Stock Options exceeds
this $100,000 limit, the portion of the grant in excess of such limit shall he
deemed a Nonqualified Stock Option.

2.3      CONTINUED EMPLOYMENT.

         Whether military, government or other service or other leave of absence
shall constitute a termination of employment shall be determined in each case by
the Committee at its discretion, and any determination by the Committee shall be
final and conclusive. The termination of employment shall not occur where the
Optionee Transfers from the Company to one of its Subsidiaries or transfers from
a Subsidiary to the Company.

2.4      SPECIAL RULE FOR TEN PERCENT SHAREHOLDER.

         If at the time an incentive Stock Option is granted, an employee owns
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of his employer corporation or of its Parent or any of
its Subsidiaries, as determined using the attribution rules of Section 425(d) of
the Code, then the terms of the Incentive Stock Option shall specify that the
option price shall be at least 110% of the Fair Market Value of the Stock
subject to the incentive Stock Option and such Incentive Stock Option shall not
be exercisable after the expiration of five (5) years from the date such
Incentive Stock Option is granted.

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<PAGE>   7


                     FLORIDA COASTLINE COMMUNITY GROUP, INC.

                        2001 INCENTIVE STOCK OPTION PLAN

2.5      INTERPRETATION.

         In interpreting this Article II of the Plan and the provisions of
individual option agreements, the Committee and the Board shall be governed by
the principles and requirements of Sections 421, 422A and 425 of the Code, and
applicable Treasury Regulations.

                                   ARTICLE III

                           NONQUALIFIED STOCK OPTIONS

3.1      TERMS AND CONDITIONS OF OPTIONS.

         In addition to the requirements of Section 1.5, Nonqualified Stock
Options shall be subject to the following provisions:

                  (a) TERM. Each Nonqualified Stock Option granted under the
         Plan shall be exercisable only during a Term fixed by the Committee.

                  (b) TERMINATION OF EMPLOYMENT. Notwithstanding the provisions
         of Sections 1.5(c) and 1.5(d), the Committee in its discretion may
         provide, either upon the original grant of an Option or in an amendment
         to an Incentive or Nonqualified Stock Option, that an Option may be
         exercisable during a Term that does not expire upon the expiration of
         three months following an Optionee's termination of employment (twelve
         (12) months in the case of termination as a result of death or
         disability), but in no event later than the Term specified in Section
         3.1(a) above.

                  (c) EXERCISE PRICE. The Company shall grant Nonqualified Stock
         Options at a price equal to or greater than the Fair Market Value of
         the Common Stock at the time the Option is granted.

                  (d) ADDITIONAL TERMS. Pursuant to Section 1.5(g), the
         Committee may add additional terms and conditions to a Nonqualified
         Stock Option, including, but not limited to, a cash award for any
         federal tax liability suffered by the Optionee upon the grant and/or
         exercise of a Nonqualified Stock Option.

                  (e) TERMINATION AND CANCELLATION. In granting any Nonqualified
         Stock Option, the Committee may specify that such Nonqualified Stock
         Option shall be subject to the restrictions set forth herein with
         respect to Incentive Stock Options, or to such other termination and
         cancellation provisions as the Committee may determine. The Committee
         may from time to time confer authority and responsibility on one or
         more of its own

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<PAGE>   8


                     FLORIDA COASTLINE COMMUNITY GROUP, INC.

                        2001 INCENTIVE STOCK OPTION PLAN

         members and/or one or more officers of the Company to execute and
         deliver such instruments

                  The proper officers of the Company are authorized and directed
         to take any and all action necessary or advisable from time to time to
         carry out the terms of such instruments.

3.2      SECTION 83(b) ELECTION.

         The Company recognizes that certain persons who receive Nonqualified
Stock options may be subject to restrictions regarding the right to trade Common
Stock under applicable securities laws. Such may cause Optionee's exercising
such Options not to be taxable under the provisions of Section 83(c) of the
Code. Accordingly, Optionees exercising such Nonqualified Stock Options may
consider making an election to be taxed upon exercise of the option under
Section 83(b) of the Code and to effect such election will file such election
with the Internal Revenue Service within thirty (30) days of exercise of the
Option and otherwise in accordance with applicable Treasury Regulations.

                                   ARTICLE IV

                              ADDITIONAL PROVISIONS

4.1      STOCKHOLDER APPROVAL.

         The Plan shall be submitted for the approval of the stockholders of the
Company at the first annual meeting of stockholders held subsequent to the
adoption of the Plan and in all events within one (1) year of its approval by
the Board of Directors. If at said meeting the stockholders of the Company do
not approve the Plan, the Plan shall terminate.

4.2      COMPLIANCE WITH OTHER LAWS AND REGULATIONS.

         The Plan, the grant and exercise of Options hereunder, and the
obligation of the Company to sell and deliver shares under such Options, shall
be subject to all applicable Federal and state laws, rules, and regulations and
to such approvals by any government or regulatory agency as may be required. The
Company shall not be required to issue or deliver any certificates for shares of
Common Stock prior to (a) the listing of such shares on any stock exchange on
which the Common Stock may then be listed and (b) the completion of any
registration or qualification of such shares under any Federal or state law, or
any ruling or regulation of any government body which the Company shall, in its
sole discretion, determine to be necessary or advisable. No holder of any Option
shall have any right to require the Company to register or qualify any shares of
Common Stock subject to any Options under any Federal, or state law, rule or
regulation.

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<PAGE>   9


                     FLORIDA COASTLINE COMMUNITY GROUP, INC.

                        2001 INCENTIVE STOCK OPTION PLAN

4.3      AMENDMENTS.

         The Board of Directors may discontinue the Plan at any time, and may
amend it from time to time, but no amendment, without approval by stockholders,
may (a) increase the total number of shares which may be issued under the Plan
or to any individual under the Plan, (b) reduce the option price for shares
which may be purchased pursuant to Options under Articles II and III of the
Plan, (c) extend the period during which Options may be granted, or (d) chance
the class of employees to whom Options may be granted, except as provided in
Section 1.6. Other than as expressly permitted under the Plan, no outstanding
Option may be revoked or altered in a manner unfavorable to the Optionee without
the consent of the Optionee.

4.4      NO RIGHTS AS SHAREHOLDER.

         No Optionee shall have any rights as a shareholder with respect to any
share subject to his or her option prior to the date of issuance to him or her
of a certificate or certificates for such shares.

4.5      WITHHOLDING.

         Whenever the Company proposes or is required to issue or transfer
shares of Common Stock under the Plan, the Company shall have the right to
require the Optionee to remit to the Company an amount sufficient to satisfy any
Federal, state or local withholding tax liability prior to the delivery of any
certificate or certificates for such shares. Whenever under the Plan payments
are to be made in cash, such payments shall be made net of an amount sufficient
to satisfy any Federal, state, or local withholding tax liability.

4.6      CONTINUED EMPLOYMENT NOT PRESUMED.

         This Plan and any document describing this Plan and the grant of any
stock Option hereunder shall not give any Optionee or other employee a right to
continued employment by the Company or its Subsidiaries or affect the right of
the Company or its Subsidiaries to terminate the employment of any such person
with or without cause.

4.7      EFFECTIVE DATE; DURATION.

         The Plan shall become effective as of March 8, 2001 subject to
stockholder approval pursuant to Section 5.1 and shall expire on March 7, 2010.
No Options may be granted under the Plan after March 7, 2010, but options
granted on or before that date may be exercised according to the terms of the
option agreements and shall continue to be governed by and interpreted
consistent with the terms hereof.

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<PAGE>   10


                     FLORIDA COASTLINE COMMUNITY GROUP, INC.

                        2001 INCENTIVE STOCK OPTION PLAN

         THIS PLAN WAS APPROVED BY THE BOARD OF DIRECTORS OF FLORIDA COASTLINE
COMMUNITY GROUP, INC. AND COASTAL COMMUNITY BANK ON MARCH 8, 2001.

         THIS PLAN WAS SUBMITTED TO AND APPROVED BY THE STOCKHOLDERS OF FLORIDA
COASTLINE COMMUNITY GROUP, INC. ON MARCH 8, 2001.




                                      -10-


<PAGE>   11



                     FLORIDA COASTLINE COMMUNITY GROUP, INC.

                      2001 INCENTIVE STOCK OPTION AGREEMENT

         THIS INCENTIVE STOCK OPTION AGREEMENT, dated as of this ____ day of
___________, 200_, between FLORIDA COASTLINE COMMUNITY GROUP, INC., a Florida
corporation (the "Company"), and _______________________, an employee of the
Company and/or one of its subsidiaries ("Optionee"), each of which agrees to be
bound by the terms and conditions herein relating to the grant of an option to
purchase shares of the Common Stock of the Company.

         1. AUTHORIZATION AND PURPOSE OF PLAN. The Company adopted the Incentive
Stock Option Plan (the "Plan") by approval of its Board of Directors on March 8,
2001 and approval of its Stockholders on March 8, 2001 to promote equity
ownership of the Company by selected officers and employees of the Company and
Coastal Community Bank (the "Bank"), to increase their proprietary interest in
the success of the Company and to encourage them to remain in the employ of the
Company.

         2. GRANT OF OPTION. The Company hereby grants to Optionee an
irrevocable option to purchase up to _____________ shares of Common Stock of the
Company ("Shares") at the price of $____ per Share which is at least 100% of the
fair market value of such Shares as of _______________, the Effective Date of
the grant of the Option and the date of this Agreement. This Agreement, the
Option and the Shares shall be subject to the terms and conditions of the Plan
in its entirety which shall be incorporated herein by reference.

         3. EXERCISE OF OPTION. Subject to the terms of the Plan and this
Agreement, this Option may be exercised, in whole or in part, no earlier than
one year, nor later than ten (10) years, from the date hereof, by delivery of
written notice to the Company stating the number of Shares with respect to which
the Option is being exercised, together with full payment of the purchase price
therefor. Payment may be made in cash or in such other form or combination of
forms (including, without limitation, Shares of the Company or a note, with or
without interest, secured or unsecured) as shall be acceptable to the designated
committee of the Board of the Company. This Option shall not have nor possess
any of the rights or privileges of ownership of any Shares of the Company.

         4. RESERVED SHARES. The Company has duly reserved a number of
authorized but unissued Shares adequate to fulfill its obligations under this
Agreement. During the term of this

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<PAGE>   12


                     FLORIDA COASTLINE COMMUNITY GROUP, INC.

                      2001 INCENTIVE STOCK OPTION AGREEMENT

Agreement the Company shall take such action as may be necessary to maintain at
all times an adequate number of Shares reserved for issuance or treasury Shares
to fulfill its obligations hereunder.

         5. EARLY TERMINATION. If Optionee's employment is terminated for any
reason other than death or disability, the Option granted hereunder shall lapse
to the extent unexercised on the earlier of the expiration date of the Option or
the date three (3) months following the date of such termination. If Optionee
dies, the Option granted hereunder shall lapse to the extent unexercised on the
earlier of the expiration date of the Option or the date twelve (12) months
following the date of Optionee's death. If Optionee is permanently and totally
disabled within the meaning of Section 422(c)(6) and Section 22(e)(3) of the
Internal Revenue Code of 1986 (the "Code"), the Option granted hereunder shall
lapse to the extent unexercised on the earlier of the expiration date of the
Option or the first anniversary of the date of such disability.

         6. ASSIGNMENT OR TRANSFER. This Option may not be assigned or
transferred except by will or by the laws of descent and distribution and shall
be exercisable only by Optionee during Optionee's lifetime.

         7. PLAN AND BOARD. The construction of the terms of this Agreement
shall be controlled by the Plan, a copy of which is attached hereto as Exhibit A
and delivered to Optionee, and the rights of Optionee are subject to
modification and termination in certain events as provided in the Plan. The
Board's or Board Committee's interpretations of and determinations under any of
the provisions of the Plan or this Agreement shall be conclusive.

         8. COMPLIANCE WITH LAW. This Option shall not be exercised and no
Shares shall be issued in respect hereof, unless in compliance with federal and
applicable state, tax and securities laws.

                  8.1 CERTIFICATE LEGENDS. The certificates for Shares purchased
                  pursuant to this Option shall bear such legends regarding
                  restrictions upon resale as shall be deemed necessary by the
                  Board, the Committee of the Board specifically authorized to
                  act on behalf of the Board or their or its counsel.

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<PAGE>   13


                     FLORIDA COASTLINE COMMUNITY GROUP, INC.

                      2001 INCENTIVE STOCK OPTION AGREEMENT

                  8.2 REPRESENTATIONS OF OPTIONEE. As a condition to the
                  exercise of this Option, Optionee will deliver to the Company
                  such signed representations as may be necessary in the opinion
                  of counsel satisfactory to the Company, for compliance with
                  applicable federal and state securities laws.

                  8.3 RESALE. Optionee's ability to transfer Shares purchased
                  pursuant to this Option or securities acquired in lieu thereof
                  or in exchange therefor may be restricted under federal or
                  state securities laws. Optionee shall not resell or offer for
                  resale such Shares or securities unless they have been
                  registered or qualified for resale under all applicable
                  federal and state securities laws or an exemption from such
                  registration or qualification is available in the opinion of
                  counsel satisfactory to the Company.

                  8.4 OTHER CONDITIONS. The aggregate fair market value of
                  Common Stock (determined at the time of the grant) subject to
                  Incentive Stock Options granted to a key employee under all
                  plans that become exercisable for the first time by such key
                  employee during any calendar year may not exceed $100,000.

         9. NOTICE. All notices or other communications desired to be given
hereunder shall be in writing and shall be deemed to have been duly given upon
receipt, if personally delivered, or on the third business day following mailing
by United States first class mail, postage prepaid, and addressed as follows:

         If to Company:         Florida Coastline Community Group, Inc.
                                Attn:  Hans C. Mueller, Chief Executive Officer
                                8720 North Kendall Drive, Suite 114
                                Miami, Florida 33156

         With Copy to:          Bischoff & Associates, P.A.
                                The Aragon Building
                                288 Aragon Avenue
                                Coral Gables, Florida 33134
                                (305) 443-7400 Office
                                (305) 443-7442 Facsimile



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<PAGE>   14


                     FLORIDA COASTLINE COMMUNITY GROUP, INC.

                      2001 INCENTIVE STOCK OPTION AGREEMENT

         If to Optionee:                _______________________________

                                        _______________________________


or to such other address as either party shall give to the other in the manner
set forth above.

         10. TAX TREATMENT. This Option is intended to be treated as an
incentive stock option pursuant to Section 422 of the Code. Optionee
acknowledges that the tax treatment of this Option, Shares subject to this
Option or any events or transactions with respect thereto may be dependent upon
various factors or events which are not determined by the Plan or this
Agreement. The Company makes no representations with respect thereto and hereby
disclaims all responsibility as to such tax treatment.

         11. MISCELLANEOUS. References herein to a date on or as of which an
expiration, termination or lapse shall occur shall be deemed to refer to 5:00
p.m. Eastern time, on such date. The terms "parent" or "subsidiary" herein refer
to such terms as defined in Section 424 of the Code. Nothing herein shall affect
the right of the Company or any of its subsidiaries to terminate Optionee's
employment, services, responsibilities, duties or authority to represent the
Company or its subsidiaries at any time or for any reason whatsoever, nor shall
it affect the right of the Optionee to participate in, and receive benefits
under and in accordance with, the then current provisions of any pension,
insurance, bonus, profit-sharing or other benefit plan or programs of the
Company or its subsidiaries. This Agreement shall constitute the entire
agreement of the parties hereto with respect to the subject matter hereof and
may not be amended except by written instrument duly executed by the parties
hereto. This Agreement is being delivered in, and shall be subject to the laws
of the State of Florida.

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<PAGE>   15


                     FLORIDA COASTLINE COMMUNITY GROUP, INC.

                      2001 INCENTIVE STOCK OPTION AGREEMENT

         IN WITNESS WHEREOF, the Company and the Optionee have executed this
Incentive Stock Option Agreement effective as of the date first set forth above.

                                   FLORIDA COASTLINE COMMUNITY
                                   GROUP, INC., a Florida corporation

                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------


                                   Optionee:

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











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                                                                       EXHIBIT B

Florida Coastline Community Group, Inc.
Attn:  Hans C. Mueller, Chief Executive Officer
8720 North Kendall Drive
Miami, Florida 33176

                          NOTICE OF EXERCISE OF OPTION

         I hereby elect to purchase ________________________ shares of Common
Stock of FLORIDA COASTLINE COMMUNITY GROUP, INC. (the "Company") at a price of
$________ per share, in accordance with that certain Incentive Stock Option
Agreement dated ____________, 2001, between the Company and myself. For this
purpose, I enclosed herewith my payment in the amount of $_________ in full
payment.

         I hereby confirm my representations under the aforementioned Incentive
Stock Option Agreement, including that the shares of Common Stock are being
acquired in good faith for investment and not with a view to, or for resale or
in connection with, any distribution thereof. I represent that such shares are
intended to be held indefinitely and will not be sold, transferred or otherwise
disposed of in the absence of an effective registration statement covering such
shares unless in the opinion of counsel (which opinion in form and substance and
counsel shall be satisfactory to the Company), such registration is not
required.

         I hereby acknowledge receipt of (i) the Company's most recent annual
financial statements, (ii) the Company's most recent internal financial
statements and (iii) a brief description of the Company's capital stock.

                               Optionee:
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Date

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                               Signature of Optionee

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                               Street Address

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                               City               State                Zip