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                                                                  EXHIBIT 10(h)


                           MOBILE AMERICA CORPORATION

                        INCENTIVE STOCK OPTION AGREEMENT


THIS AGREEMENT, dated as of this ______ day of ___________, _____ between
MOBILE AMERICA CORPORATION, a Florida corporation (the "Company"), and
__________________________ ("Key Employee").

                                    RECITALS

WHEREAS, the Company has adopted the Mobile America Corporation Incentive Plan
(the "Plan") which provides for the grant of stock options to certain key
executive employees of the Company;

WHEREAS, Key Employee is employed by the Company in a key executive capacity
and in such capacity is in a position to contribute materially to the continued
growth and development and the future financial success of the Company; and

WHEREAS, the Company wishes to grant an incentive stock option to purchase
shares of common stock of the Company to Key Employee on the terms and
conditions specified herein to provide a means for him to participate in the
future growth of the Company and to increase his incentive and personal
interest in the continued success and growth of the Company. Any capitalized
terms used herein but not defined herein shall have the respective meanings
given in the Plan.

NOW, THEREFORE, the parties agree as follows:

1        Stock Options.

         a)       Grant. Subject to the terms and conditions of the Agreement
                  and the Plan, the Company grants to Key Employee incentive
                  stock options (within the meaning of Section 422 of the
                  Internal Revenue Code of 1986, as amended) to purchase
                  ________ shares of common stock, $0.025 par value per share,
                  of the Company.

         b)       Option Price. The option price per share shall be $______,
                  which is an amount not less than 100% of the fair market
                  value on the date of this Agreement (the "Grant Date").

         c)       Term. The term of the options shall be ten (10) years from
                  the Grant Date, after which period the option shall expire
                  and not be exercisable.

         d)       Vesting. Stock options shall vest as follows:
                  _____________________.

If Key Employee's employment with the Company or any subsidiary of the Company
is terminated for any reason (i.e. Key Employee is no longer an employee of the
Company or any subsidiary of the Company), all options held by Key Employee
which are not vested shall thereupon be automatically cancelled.


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2.       Exercise. Key Employee may, subject to the limitations of this
         Agreement and the Plan, exercise all or any portion of the option by
         providing written notice of exercise to the Chairman of the Board
         specifying the number of Shares with respect to which the options are
         being exercised accompanied by payment of the option price for such
         Shares. The option price shall be paid in cash and/or Shares owned by
         Key Employee, valued at their Fair Market Value on the date of
         exercise, provided that such payment of the exercise price in Shares
         shall not result in a charge against the Company's earnings under
         generally accepted accounting principles as in effect on the date of
         this Agreement.

3.       Termination of Employment.

         a)       If the employment of Key Employee terminates by reason of
                  death or disability, Key Employee (or his personal
                  representative) may exercise the option or any portion
                  thereof which has vested pursuant to Section 1 hereof for a
                  period of one year after the date of such termination of
                  employment and not thereafter; provided, however, that no
                  option or portion thereof shall be exercisable after it has
                  expired pursuant to Section 1 hereof. For purposes of this
                  Agreement, the term "disability" shall mean a total and
                  permanent disability as determined by the Compensation
                  Committee in its sole discretion.

         b)       If the employment of the Key Employee terminates for any
                  reason other than death, disability or Cause, Key Employee
                  (or his personal representative) may exercise the option or
                  any portion thereof which has vested pursuant to Section 1
                  hereof for a period of 30 days after the date of such
                  termination of employment and not thereafter; provided,
                  however, that no option or portion thereof shall be
                  exercisable after it has expired pursuant to Section 1
                  hereof.

         c)       If the employment of the Key Employee terminates for Cause,
                  all options (whether vested or non-vested) shall immediately
                  be forfeited and become null and void. For purposes hereof,
                  "Cause" shall have the meaning provided in the Employment
                  Agreement of event date herewith between Key Employee and the
                  Company.

4.       Change of Control. In the event of a Change of Control, any unvested
         portion of the Option shall vest in full. "Change of Control" shall
         have the meaning provided in the Agreement Regarding Severance and
         Change in Control of even date herewith between Key Employee and the
         Company.

5.       Withholding. The Company shall deduct and withhold from any cash
         payable to Key Employee such amount as may be required for the purpose
         of satisfying the Company's obligation to withhold federal, state or
         local taxes. Key Employee may elect to satisfy such withholding
         obligation, in whole or in part, (a) by causing the Company to
         withhold Shares otherwise issuable pursuant to the exercise of the
         Option or (b) by delivering to the Company Shares already owned by the
         Participant. The Shares so delivered or withheld shall be a whole
         number, have a Fair Market Value equal to such withholding obligation
         as of the date that the amount of tax to be withheld is to be
         determined, shall be free of all adverse claims, and shall be duly
         endorsed in blank by Key Employee or accompanied by stock powers duly
         endorsed in blank. Key Employee shall notify the Company prior to any
         disposition of Shares acquired pursuant to this option if such
         disposition occurs before the expiration of the requisite holding
         period requirements of Section 422 of the Internal Revenue Code of
         1986, as amended, or any successor provision or code thereto.

6.       Nonalienation. Key Employee shall have no rights to sell, assign,
         transfer, pledge, assign or otherwise alienate, except by will or by
         the laws of descent and distribution, the option under this Agreement,
         and any such attempted sale, assignment, transfer, pledge or other
         conveyance shall be null and void. The option shall be exercisable
         during the Key Employee's lifetime only by the Key Employee (or his
         legal representative).


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7.       Capital Adjustments Affecting Shares. In the event of a capital
         adjustment resulting from a stock dividend (other than a stock
         dividend in lieu of an ordinary cash dividend), stock split,
         reorganization, recapitalization, merger, consolidation, spin-off,
         split-up, combination or exchange of shares or the like, the number of
         shares covered by the option and the option price shall be adjusted in
         a manner consistent with such capital adjustment; provided, however,
         that no such adjustment shall require the Company to grant any
         fractional shares and the adjustment shall be limited accordingly. The
         determination of the Committee as to any adjustment shall be final.

8.       Limited Interest.

         a)       The grant of the option shall not be construed as giving Key
                  Employee any interest other than as provided in this
                  Agreement.

         b)       Key Employee shall have no voting rights nor any other
                  interests as a shareholder as a result of the grant of the
                  option, until the option is exercised, the option price is
                  paid, and the shares issued thereunder.

         c)       The grant of the option shall not confer on Key Employee any
                  right to continue in the employ of the Company nor interfere
                  in any way with the right of the Company to terminate the
                  employment of the Key Employee at any time.

         d)       The grant of the option shall not affect in any way the right
                  or power of the Company or its or their shareholders to make
                  or authorize any or all adjustments, recapitalizations,
                  reorganizations, or other changes in the Company's capital
                  structure or its or their business, or any merger,
                  consolidation or business combination of the Company, or any
                  issuance or modification of any term, condition, or covenant
                  of any bond, debenture, debt, preferred or prior preference
                  stock ahead of or affecting the Shares or the rights of the
                  holders thereof, or dissolution or liquidation of the
                  Company, or any sale or transfer of all or any part of its
                  assets or business or any other corporate act or proceeding,
                  whether of a similar character or otherwise.

9.       Interpretation by the Board. As a condition of the granting of the
         option, Key Employee agrees, for himself and his personal
         representatives, that this Agreement shall be interpreted by the Board
         and that any interpretation by the Board of the terms of this
         Agreement shall be final.

10.      Incorporation by Reference. The terms of the Plan to the extent not
         stated herein are expressly incorporated herein by reference and in
         the event of any conflict between this Agreement and the Plan, the
         Plan shall govern.

11.      Governing Law. This Agreement shall be governed by and construed in
         accordance with the laws of the State of Florida.

12.      Amendment. This Agreement may not be amended, modified, terminated or
         otherwise altered except by the written consent of the parties
         thereto.



                                  MOBILE AMERICA CORPORATION


                                  By:
                                     ------------------------------------------

                                                             ("Company")


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

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

                                                           ("Key Employee")


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