INCENTIVE
      STOCK OPTION AGREEMENT

     

    CAPE
      COASTAL TRADING CORPORATION

    2005
      EQUITY INCENTIVE PLAN

     

    THIS
      AGREEMENT, made effective as of this ___ day of ________, 200_, (the “Issue
      Date”) by and between Cape Coastal Trading Corporation, a Delaware corporation
      (the “Company”), and ______________________ (“Participant”).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      Participant on the date hereof is an employee of the Company or one of its
      Affiliates; and

     

    WHEREAS,
      the Company wishes to grant an incentive stock option to Participant to purchase
      shares of the Company’s Common Stock pursuant to the Company’s 2005 Equity
      Incentive Plan (the “Plan”); and

     

    WHEREAS,
      the Administrator of the Plan has authorized the grant of an incentive stock
      option to Participant and has determined that, as of the effective date of
      this
      Agreement, the fair market value of the Company’s Common Stock is $____
      per
      share;

     

    NOW,
      THEREFORE, in consideration of the premises and of the mutual covenants herein
      contained, the parties hereto agree as follows:

     

    1.     Grant
      of Option.
      The
      Company hereby grants to Participant on the date set forth above (the “Date of
      Grant”), the right and option (the “Option”) to purchase all or portions of an
      aggregate of  ______________________________
      (________) shares of Common Stock at a per share price of $____ the terms and
      conditions set forth herein, and subject to adjustment pursuant to Section
      12 of
      the Plan. This Option is intended to be an incentive stock option within the
      meaning of Section 422, or any successor provision, of the Internal Revenue
      Code
      of 1986, as amended (the “Code”), and the regulations thereunder, to the extent
      permitted under Code Section 422(d). 

     

    2.     Duration
      and Exercisability.

     

    a.     General.
      The
      term during which this Option may be exercised shall terminate on
      ________________, 20__ (the “Expiration Date”), except as otherwise provided in
      Paragraphs 2(b) through 2(e) below. This Option shall become exercisable
      according to the following schedule:

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              Vesting
                Date

            	 	
              Percentage/Number
                of Shares

            
	 	 	 
	 	 	 
	 	 	 


    

    


     

    Once
      the
      Option becomes exercisable to the extent of any of the aggregate number of
      shares specified in Paragraph 1, Participant may continue to exercise this
      Option with respect to such shares under the terms and conditions of this
      Agreement until the termination of the Option as provided herein. If Participant
      does not purchase upon an exercise of this Option the full number of shares
      which Participant is then entitled to purchase, Participant may purchase upon
      any subsequent exercise prior to this Option’s termination such previously
      unpurchased shares in addition to those Participant is otherwise entitled to
      purchase.

     

    b.     Termination
      of Employment (other than Termination for Cause, Disability or
      Death).
      If
      Participant’s employment with the Company or any Affiliate is terminated for any
      reason other than termination by the Company for “cause,” disability, or death,
      this Option shall completely terminate on the earlier of (i) the close of
      business on the three-month
      anniversary date of such termination of employment, and (ii) the Expiration
      Date of this Option stated in Paragraph 2(a) above. In such period following
      the
      termination of Participant’s employment, this Option shall be exercisable only
      to the extent the Option was exercisable on the vesting date immediately
      preceding such termination of employment, but had not previously been exercised.
      To the extent this Option was not exercisable upon such termination of
      employment, or if Participant does not exercise the Option within the time
      specified in this Paragraph 2(b), all rights of Participant under this Option
      shall be forfeited.

     

    c.     Termination
      of Employment for Cause.
      If
      Participant’s employment with the Company or any Affiliate is terminated for
“cause,” the unexercised portion of this Option shall immediately expire, and
      all rights of Participant under this Option shall be forfeited. Solely for
      purposes of this Paragraph 2(c), “cause” shall mean (i) Participant being
      charged with a felony or convicted of any
      criminal misdemeanor or more serious act; (ii) any intentional and/or willful
      act of fraud or dishonesty by Participant related to or connected with
      Participant’s employment by the Company or any of its Affiliates; (iii) the
      willful and/or continued failure, neglect or refusal by Participant to perform
      his or her employment duties with the Company or any of its Affiliates, (iv)
      a
      material violation of the Company’s or an Affiliate’s policies or codes of
      conduct; or (v) the willful and/or material breach by Participant of any
      agreement between Participant and the Company or any of its Affiliates,
      including but not limited to an employment agreement, confidentiality agreement
      or a noncompetition agreement.

     

    d.     Disability.
      If
      Participant’s employment terminates because of disability (as defined in Code
      Section 22(e), or any successor provision), this Option shall terminate on
      the
      earlier of (i) the close of business on the twelve-month
      anniversary date of such termination of employment, and (ii) the Expiration
      Date of this Option stated in Paragraph 2(a) above. In such period following
      the
      termination of Participant’s employment, this Option shall be exercisable only
      to the extent the Option was exercisable on the vesting date immediately
      preceding such termination of employment, but had not previously been exercised.
      To the extent this Option was not exercisable upon such termination of
      employment, or if Participant does not exercise the Option within the time
      specified in this Paragraph 2(d), all rights of Participant under this Option
      shall be forfeited.

     

    
      
         

      

      
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    e.     Death.
      In the
      event of Participant’s death, this Option shall terminate on the earliest of (i)
      the close of business on the twelve-month
      anniversary date of such termination of employment, and (ii) the Expiration
      Date of this Option stated in Paragraph 2(a) above. In such period following
      Participant’s death, this Option shall be exercisable by the person or persons
      to whom Participant’s rights under this Option shall have passed by
      Participant’s will or by the laws of descent and distribution only to the extent
      the Option was exercisable on the vesting date immediately preceding such
      termination of employment, but had not previously been exercised. To the extent
      this Option was not exercisable upon the date of Participant’s death, or if such
      person or persons do not exercise this Option within the time specified in
      this
      Paragraph 2(e), all rights under this Option shall be forfeited.

     

    3.      Manner
      of Exercise.

     

    a.     General.
      The
      Option may be exercised only by Participant (or other proper party in the event
      of death or incapacity), subject to the conditions of the Plan and subject
      to
      such other administrative rules as the Administrator may deem advisable, by
      delivering within the Option Period written notice of exercise to the Company
      at
      its principal office. The notice shall state the number of shares as to which
      the Option is being exercised and shall be accompanied by payment in full of
      the
      Option price for all shares designated in the notice. The exercise of the Option
      shall be deemed effective upon receipt of such notice by the Company and upon
      payment that complies with the terms of the Plan and this Agreement. The Option
      may be exercised with respect to any number or all of the shares as to which
      it
      can then be exercised and, if partially exercised, may be so exercised as to
      the
      unexercised shares any number of times during the Option period as provided
      herein.

     

    b.     Form
      of Payment.
      Subject
      to approval by the Administrator, payment of the option price by Participant
      shall be in the form of cash, personal check, certified check or mature,
      previously-acquired shares of Common Stock of the Company, broker-assisted
      exercise, or any combination thereof; provided, however, that Participant shall
      not be permitted to pay the option price in the form of a broker-assisted
      exercise or in the form of mature, previously-acquired shares of Common Stock
      until after the effective date of an initial public offering of the Company’s
      Common Stock; and provided, further, that Participant shall not be permitted
      to
      pay the option price in the form of a broker-assisted exercise or in the form
      of
      mature, previously-acquired shares of Common Stock if payment in such form
      will
      cause the Company to recognize a compensation expense under generally accepted
      accounting principles. Any stock tendered as part of such payment shall be
      valued at its Fair Market Value as provided in the Plan. For purposes of this
      Agreement, “mature, previously-acquired shares of Common Stock” and
“broker-assisted exercise” shall have the meaning set forth in Section 8 of the
      Plan. The Administrator may, in its discretion, permit Participant to tender
      such mature, previously-acquired shares through the actual delivery of such
      shares or through attestation of ownership on such forms as the Administrator
      may prescribe.

     

    c.     Stock
      Transfer Records.
      As soon
      as practicable after the effective exercise of all or any part of the Option,
      Participant shall be recorded on the stock transfer books of the Company as
      the
      owner of the shares purchased, and the Company shall deliver to Participant
      one
      or more duly issued stock certificates evidencing such ownership. All requisite
      original issue or transfer documentary stamp taxes shall be paid by the Company.
      

     

    
      
         

      

      
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    4.     Miscellaneous.

     

    a.     Employment-at-Will;
      Rights as Shareholder.
      This
      Agreement shall not confer on Participant any right with respect to continuance
      of employment by the Company or any of its Affiliates, nor will it interfere
      in
      any way with the right of the Company to terminate such employment.
      Participant’s employment relationship with the Company and its Affiliates shall
      be employment-at-will, and nothing in this Agreement shall be construed as
      creating an employment contract for any specified term between Participant
      and
      the Company or any Affiliate. Participant shall have no rights as a shareholder
      with respect to shares subject to this Option until such shares have been issued
      to Participant upon exercise of this Option. No adjustment shall be made for
      dividends (ordinary or extraordinary, whether in cash, securities or other
      property), distributions or other rights for which the record date is prior
      to
      the date such shares are issued, except as provided in Section 12 of the
      Plan.

     

    b.     Securities
      Law Compliance.
      The
      exercise of all or any parts of this Option shall only be effective at such
      time
      as counsel to the Company shall have determined that the issuance and delivery
      of Common Stock pursuant to such exercise will not violate any state or federal
      securities or other laws. Participant may be required by the Company, as a
      condition of the effectiveness of any exercise of this Option, to agree in
      writing that all Common Stock to be acquired pursuant to such exercise shall
      be
      held, until such time that such Common Stock is registered and freely tradable
      under applicable state and federal securities laws, for Participant’s own
      account without a view to any further distribution thereof, that the
      certificates for such shares shall bear an appropriate legend to that effect
      and
      that such shares will be not transferred or disposed of except in compliance
      with applicable state and federal securities laws. 

     

    c.     Mergers,
      Recapitalizations, Stock Splits, Etc.
      Pursuant
      and subject to Section 12 of the Plan, certain changes in the number or
      character of the Common Stock of the Company (through merger, consolidation,
      exchange, reorganization, divestiture (including a spin-off), liquidation,
      recapitalization, stock split, stock dividend or otherwise) shall result in
      an
      adjustment, reduction or enlargement, as appropriate, in Participant’s rights
      with respect to any unexercised portion of the Option (i.e.,
      Participant shall have such “anti-dilution” rights under the Option with respect
      to such events, but shall not have “preemptive” rights).

     

    d.     Shares
      Reserved.
      The
      Company shall at all times during the option period reserve and keep available
      such number of shares as will be sufficient to satisfy the requirements of
      this
      Agreement.

     

    e.     Withholding
      Taxes on Disqualifying Disposition.
      In the
      event of a disqualifying disposition of the shares acquired through the exercise
      of this Option, Participant hereby agrees to inform the Company of such
      disposition. Upon notice of a disqualifying disposition, the Company may take
      such action as it deems appropriate to insure that, if necessary to comply
      with
      all applicable federal or state income tax laws or regulations, all applicable
      federal and state payroll, income or other taxes are withheld from any amounts
      payable by the Company to Participant. If the Company is unable to withhold
      such
      federal and state taxes, for whatever reason, Participant hereby agrees to
      pay
      to the Company an amount equal to the amount the Company would otherwise be
      required to withhold under federal or state law. Participant may, subject to
      the
      approval and discretion of the Administrator or such administrative rules it
      may
      deem advisable, elect to have all or a portion of such tax withholding
      obligations satisfied by delivering shares of the Company’s Common Stock having
      a fair market value equal to such obligations.

     

    
      
         

      

      
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    f.     Nontransferability.
      During
      the lifetime of Participant, the accrued Option shall be exercisable only by
      Participant or by the Participant’s guardian or other legal representative, and
      shall not be assignable or transferable by Participant, in whole or in part,
      other than by will or by the laws of descent and distribution.

     

    g.     2005
      Equity Incentive Plan.
      The
      Option evidenced by this Agreement is granted pursuant to the Plan, a copy
      of
      which Plan has been made available to Participant and is hereby incorporated
      into this Agreement. This Agreement is subject to and in all respects limited
      and conditioned as provided in the Plan. The Plan governs this Option and,
      in
      the event of any questions as to the construction of this Agreement or in the
      event of a conflict between the Plan and this Agreement, the Plan shall govern,
      except as the Plan otherwise provides.

     

    h.     Lockup
      Period Limitation.
      Participant agrees that in the event the Company advises Participant that it
      plans an underwritten public offering of its Common Stock in compliance with
      the
      Securities Act of 1933, as amended, and that the underwriter(s) seek to impose
      restrictions under which certain shareholders may not sell or contract to sell
      or grant any option to buy or otherwise dispose of part or all of their stock
      purchase rights of the underlying Common Stock, Participant hereby agrees that
      for a period not to exceed 180 days from the prospectus, Participant will not
      sell or contract to sell or grant an option to buy or otherwise dispose of
      this
      option or any of the underlying shares of Common Stock without the prior written
      consent of the underwriter(s) or its representative(s).

     

    i.     Blue
      Sky Limitation.
      Notwithstanding anything in this Agreement to the contrary, in the event the
      Company makes any public offering of its securities and determines, in its
      sole
      discretion, that it is necessary to reduce the number of issued but unexercised
      stock purchase rights so as to comply with any state securities or Blue Sky
      law
      limitations with respect thereto, the Board of Directors of the Company shall
      (i) accelerate the exercisability of this Option and the date on which this
      Option must be exercised, provided that the Company gives Participant 15 days’
      prior written notice of such acceleration, and (ii) cancel any portion of this
      Option or any other option granted to Participant pursuant to the Plan which
      is
      not exercised prior to or contemporaneously with such public offering. Notice
      shall be deemed given when delivered personally or when deposited in the United
      States mail, first class postage prepaid and addressed to Participant at the
      address of Participant on file with the Company.

     

    j.    Accounting
      Compliance.
      Participant agrees that, if a merger, reorganization, liquidation or other
      “transaction” as defined in Section 12 of the Plan occurs and Participant is an
“affiliate” of the Company or any Affiliate (as defined in applicable legal and
      accounting principles) at the time of such transaction, Participant will comply
      with all requirements of Rule 145 of the Securities Act of 1933, as amended,
      and
      the requirements of such other legal or accounting principles, and will execute
      any documents necessary to ensure such compliance.

     

    
      
         

      

      
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    k.     Stock
      Legend.
      The
      Administrator may require that the certificates for any shares of Common Stock
      purchased by Participant (or, in the case of death, Participant’s successors)
      shall bear an appropriate legend to reflect the restrictions of Paragraphs
      4(b),
      4(h) and 4(i) of this Agreement.

     

    l.     Scope
      of Agreement; Amendment.
      This
      Agreement shall bind and inure to the benefit of the Company, its Affiliates
      and
      its successors and assigns and Participant and any successor or successors
      of
      Participant permitted by Paragraph 2 or Paragraph 4(f) above.

    Notwithstanding
      anything in this Agreement or the Plan to the contrary, the Company expressly
      reserves the right to amend this Agreement without Participant’s consent to the
      extent necessary or desirable to comply with Code Section 409A, and the
      regulations, notices and other guidance of general applicability issued
      thereunder.

    


    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Incentive Stock Option
      Agreement to be executed on the day and year first above written.

    


    


    
      	 	 	 CAPE COASTAL TRADING
              CORPORATION
	 	 	 
	 	By:	 
	 	Its:	 
	 	 	 
	 	 
	 	Participant


    

     

    


    
      
         

      

      
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