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                                                                    EXHIBIT 10.3


December 17, 2001


CONFIDENTIAL

Mr. Hans C. Mueller
Chairman, Chief Executive Officer
Florida Coastline Community Group, Inc.
255 Palm Avenue
Miami Beach, FL 33139


Dear Mr. Mueller:

The purpose of this letter is to amend and restate the letter agreement between
Allen C. Ewing & Co. ("Ewing") and Florida Coastline Community Group, Inc., (the
"Company") which is the proposed bank holding company for Florida Coastline
National Bank (In Organization) (the "Bank"), dated September 20, 2000 whereby
Ewing was retained by the Company for the purpose of providing marketing
services to the Company in regard to the Company's objective of raising
$8,500,000 in equity capital for the Company, a portion of which will be used to
capitalize the Bank.

The Company plans to extend the offering to raise the indicated equity capital
by offering common shares of the Company through April 30, 2002 (the
"Offering"). The Offering will be made to investors via an amended offering
circular to be prepared by the Company. The common shares have been registered
with the SEC.

The shares are being offered to investors in three phases:

         -  First Phase

            The directors and organizers have subscribed to approximately
            150,000 shares representing $1,500,000 at the proposed offering
            price of $10.00 per share in a completed private offering separate
            and distinct from the public offering.

         -  Second Phase

            To investors: (i) referred by the organizers and directors; or (ii)
            located in the service area of the Bank with the objective of
            obtaining as many subscriptions as possible for the balance of the
            shares.

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Mr. Hans C. Mueller
Page 2
December 17, 2001

         -        Third Phase

                  To other investors with the objective of obtaining
                  subscriptions for any and all shares remaining unsold in the
                  prior two phases (the "General Offering").

An escrow agent has been appointed by the Company and subscription funds are
being placed in escrow until the minimum capital required by the regulators of
$8,500,000 has been achieved. The marketing and selling of shares in Phases Two
and Three may occur simultaneously as determined by Ewing and the Company.

Duties

The services to be provided by Ewing will include the following:

         -  Ewing will serve as the exclusive financial advisor to the Company
            in connection with all phases of the Offering.

         -  Ewing will provide marketing services for the Offering and licensed
            brokers will be available to facilitate the marketing services.
            Ewing will provide appropriate oversight to ensure compliance with
            securities laws for the Offering.

         -  Ewing will act as Sales Agent in marketing the shares in the
            Community and General Offerings and will assist the company in
            raising the desired funds on a best efforts basis.

Fees and Expenses

         1.  Ewing has been paid, to date the sum of $24,000.00 representing
             consulting fees and expenses through December 31, 2001.

         2.  Ewing will be paid the following commissions at closing:

                  -  Ewing will receive an additional $50,000 commission
                     representing payment for services rendered.

                  -  Ewing will receive a commission of 4% on funds raised in
                     the service area of the Bank other than funds raised from
                     persons and entities referred to Ewing by the organizers
                     and directors of the Company
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Mr. Hans C. Mueller
Page 3
December 17, 2001

         - Ewing will be paid a commission of 6.0% on all subscriptions
           generated in the General Offering.

         - No commission will be paid to Ewing on funds raised from persons and
           entities referred to Ewing by the officers and directors of the
           Company

Legal Fees

The Company has paid Ewing's legal fees in the amount of $15,000.

Due Diligence

Ewing and its legal counsel will have the opportunity to perform due diligence
prior to the extension of the Offering and prior to the execution of this
agreement.

Indemnification

The Company agrees to indemnify and hold harmless Ewing, its directors,
officers, and shareholders against any lawsuits, claims, damages, or
liabilities (or actions or proceedings in respect thereof) to which Ewing or
such person may become subject related to our engagement with the Company and
will reimburse Ewing and each such person for all legal and other expenses
incurred in connection with investigating or defending any such loss, claim,
damage, liability, action or proceeding whether or not in connection with
pending or threatened litigation in which Ewing or any such person is a party;
provided, however, that the Company will not be liable in any such case for
losses, claims, damages, liabilities, or expenses that a court of competent
jurisdiction shall have found in a final judgment to have arisen primarily from
the gross negligence or willful misconduct of Ewing or the party claiming a
right to indemnification. This indemnity agreement will be in addition to any
liability, which the Company my otherwise have.

The provisions of this agreement relating to indemnification shall survive
termination or modification of our engagement shall be binding upon any
successors or assigns of the Company.

Please indicate that the terms described herein are agreeable by signing and
returning to us the enclosed duplicate of this letter. We look forward to
working with you on this project and look forward to a successful outcome.


Very truly yours,
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Mr. Hans C. Mueller
Page 4
December 17, 2001

ALLEN C. EWING & CO.



By:
   -----------------------------
   Benjamin C. Bishop, Jr.
   President

ACCEPTED AND AGREED This ____ day of _______________________, 2001

FLORIDA COASTLINE COMMUNITY GROUP, INC.



By:
   -----------------------------
   Hans C. Mueller
   Chairman and Chief Executive Officer