EXHIBIT 4.2

                FORM OF STOCK OPTION AGREEMENT TO BE ENTERED INTO
                     WITH RESPECT TO INCENTIVE STOCK OPTIONS


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                             STOCK OPTION AGREEMENT
                             ----------------------

                  FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
                          OF THE INTERNAL REVENUE CODE
                                 PURSUANT TO THE
                               CCF HOLDING COMPANY
                             2000 STOCK OPTION PLAN
                             ----------------------

                           FOR OFFICERS AND EMPLOYEES

         STOCK  OPTIONS  for a total of ________ shares of  Common  Stock of CCF
Holding  Company  (the  "Company"),  which  Option is  intended to qualify as an
Incentive  Stock Option under Section 422 of the Internal  Revenue Code of 1986,
as amended, is hereby granted to ______________, (the "Optionee"),  at the price
determined as provided in, and in all respects subject to the terms, definitions
and provisions of the 2000 Stock Option Plan (the "Plan") adopted by the Company
which  is  incorporated  by  reference  herein,   receipt  of  which  is  hereby
acknowledged.

         1.       Option  Price.  The  Option  price  is  $__________  for  each
                  -------------
Share,  being 100% of the fair market value, as determined by the Committee,  of
the Common Stock on the date of grant of this Option.

         2.       Exercise of  Option.  This  Option  shall  be  exercisable  in
                  -------------------
accordance with provisions of the Plan as follows:

                  (a)  Schedule  of  Rights to  Exercise.  The  Option  shall be
immediately  exercisable upon the date of grant.  Notwithstanding any provisions
in this  Section 2, in no event  shall this Option be  exercisable  prior to six
months following the date of grant.

                  (b)      Method of Exercise.  This Option shall be exercisable
by a written notice which shall:

                            (i) State the election to exercise  the Option,  the
         number of  Shares  with  respect  to which it is being  exercised,  the
         person in whose name the stock  certificate  or  certificates  for such
         Shares of Common  Stock is to be  registered,  his  address  and Social
         Security  Number (or if more than one, the names,  addresses and Social
         Security Numbers of such persons);

                           (ii) Contain such  representations  and agreements as
         to the holder's investment intent with respect to such shares of Common
         Stock as may be satisfactory to the Company's counsel;

                          (iii) Be signed by the person or persons  entitled  to
         exercise the Option and, if the Option is being exercised by any person
         or  persons  other  than  the  Optionee,   be   accompanied  by  proof,
         satisfactory to counsel for the Company, of the right of such person or
         persons to exercise the Option; and


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                           (iv)     Be in writing and delivered in person or  by
 certified  mail to the Treasurer of the Company.

         Payment of the  purchase  price of any Shares with respect to which the
Option is being  exercised  shall be by certified or bank  cashier's or teller's
check.  The certificate or  certificates  for shares of Common Stock as to which
the Option shall be exercised  shall be  registered in the name of the person or
persons exercising the Option.

                  (c) Restrictions on Exercise. This Option may not be exercised
if the issuance of the Shares upon such exercise would constitute a violation of
any applicable federal or state securities or other law or valid regulation.  As
a condition to the Optionee's  exercise of this Option,  the Company may require
the person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.

         3. Non-transferability of Option. This Option may not be transferred in
            -----------------------------
any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of this  Option  shall be binding  upon the  executors,  administrators,  heirs,
successors and assigns of the Optionee.

         4. Term of Option.  This Option may not be exercised more than ten (10)
            --------------
years  from the date of grant of this  Option,  as set forth  below,  and may be
exercised  during  such term only in  accordance  with the Plan and the terms of
this Option.

         5. Related  Matters.   Notwithstanding   anything    herein    to   the
            ----------------
contrary,  additional  conditions or restrictions related to such Options may be
contained in the Plan or the resolutions of the Plan Committee  authorizing such
grant of Options.


                                                CCF Holding Company



Date of Grant:                                  By:
                ----------------                    ----------------------------



Attest:



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

[SEAL]


                                       2
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                      INCENTIVE STOCK OPTION EXERCISE FORM
                      ------------------------------------

                                 PURSUANT TO THE
                               CCF HOLDING COMPANY
                             2000 STOCK OPTION PLAN


                                                  -------------------
                                                               (Date)


CCF Holding Company
101 North Main Street
Jonesboro, Georgia  30236-3588

Dear Sir:

         The  undersigned  elects to  exercise  the  Incentive  Stock  Option to
purchase ______________ shares of Common Stock of CCF Holding  Company under and
pursuant to a Stock Option Agreement dated ________________.

         Delivered  herewith is a certified or bank  cashier's or teller's check
and/or shares of Common  Stock,  valued at the fair market value of the stock on
the date of exercise, as set forth below.


                              $            of cash or check
                               ----------
                                           of Common Stock
                               ----------
                              $            Total
                               ==========


         The name or names to be on the stock  certificate or  certificates  and
the address and Social Security Number of such person(s) is as follows:

         Name
               --------------------------------------
         Address
               --------------------------------------
         Social Security Number
                                 --------------------

                                                      Very truly yours,





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