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                                                                    EXHIBIT 10.5

THE WARRANT GRANTED PURSUANT TO THIS AGREEMENT SHALL BE NON-TRANSFERABLE, EXCEPT
IN THE CASE OF THE WARRANT HOLDER'S DEATH, AND THEREUPON ONLY BY WILL OR UNDER
THE LAWS OF DESCENT AND DISTRIBUTION. UPON THE DEATH OF THE WARRANT HOLDER, THE
DECEASED HOLDER'S LEGAL OR PERSONAL REPRESENTATIVE, OR ANY PERMITTED TRANSFEREE
OF THE WARRANT SHALL, WITHIN 30 DAYS OF THE HOLDER'S DEATH, NOTIFY THE COMPANY
OF SUCH EVENT AND THE NEW HOLDER'S NAME, ADDRESS AND CAPACITY IN WHICH THE
WARRANT IS HELD. SUCH PERMITTED TRANSFEREE WILL BE SUBJECT TO, AND BOUND BY, THE
TERMS AND PROVISIONS OF THIS AGREEMENT TO THE SAME EXTENT AS THE ORIGINAL
HOLDER.

                           ORGANIZER WARRANT AGREEMENT

      THIS AGREEMENT (this "Agreement") is made and entered into as of this
_____ day of _____________, 2005, by and between Northside Bancshares, Inc., a
Georgia Company holding company (the "Company"), and ________________________
(the "Warrant Holder").

                                   WITNESSETH

      WHEREAS, the Warrant Holder has served as an organizer or director in the
formation of the Company and the formation and establishment of Northside Bank
(the "Bank"), a wholly owned subsidiary of the Company; and

      WHEREAS, the Warrant Holder has purchased ___________ shares of the
Company's common stock, $1.00 par value per share (the "Common Stock"), at a
price per share of $10.00, subject to certain adjustments; and

      WHEREAS, the Company, in recognition of the financial risk undertaken by
the Warrant Holder in organizing the Bank and the Company, desires to provide
the Warrant Holder with the right to acquire the same number of shares as the
Warrant Holder purchased in the initial stock offering of the Company's Common
Stock, including any additional shares purchased specifically to attain the
minimum subscription requirements of the minimum offering.

      NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

      1.    Grant of Warrant. Subject to the terms, restrictions, limitations
and conditions stated herein, the Company hereby grants to the Warrant Holder
the right (the "Warrant") to purchase all or any part of an aggregate of
______________ shares of the Company's Common Stock, subject to adjustment in
accordance with Sections 6 and 7 hereof (such shares, as adjusted, the "Warrant
Shares").

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      2.    Vesting and Term.

            (a)   The Warrant shall be immediately vested in full and shall be
      exercisable at the rate of 33-1/3% per year beginning on the first
      anniversary of the date that the Bank opens for business (the "Issue
      Date"). On each successive anniversary of the Issue Date, an additional
      33-1/3% of the Warrant shall become exercisable. The portion of the
      Warrant which is exercisable may be exercised in whole, or from time to
      time in part, at any time prior to the Expiration Time (as defined
      herein).

            (b)   The term for the exercise of the Warrant begins at 9:00 a.m.,
      Eastern Time, on the Issue Date and ends at 5:00 p.m., Eastern Time, on
      the 10th anniversary of the Issue Date (the "Expiration Time").

            (c)   Notwithstanding any other provision of this Agreement, the
      Warrant shall expire on any earlier date than that provided in Section
      2(b) hereof in the event the primary federal regulator of the Bank or the
      Company (the "Federal Regulator") may require the Warrant Holder to
      exercise or forfeit the Warrant due to the capital of the Bank or the
      Company falling below the minimum requirements as determined by the
      Federal Regulator.

      3.    Purchase Price. The price per share to be paid by the Warrant Holder
for the Warrant Shares shall be $10.00 subject to adjustment as set forth in
Section 6 hereof (such price, as adjusted, the "Purchase Price").

      4.    Exercise of Warrant. The Warrant may be exercised by the Warrant
Holder by delivery to the Company, at the address of the Company set forth under
Section 10(a) hereof or such other address as to which the Company advises the
Warrant Holder pursuant to Section 10(a) hereof, of the following:

            (a)   A completed and signed notice of exercise (including the
      Substitute Form W-9, which forms a part thereof) (the "Notice of
      Exercise"), as attached hereto as Schedule A;

            (b)   A check payable to the Company for the full amount of the
      aggregate Purchase Price for the number of Warrant Shares as to which the
      Warrant is being exercised; and

            (c)   A copy of this Agreement.

      5.    Issuance of Warrant Shares. Upon receipt of the items set forth in
Section 4 hereof, and subject to the terms hereof, the Company shall cause to be
delivered to the Warrant Holder stock certificate(s) for the number of Warrant
Shares specified in the Notice of Exercise, such share or shares to be
registered under the name of the Warrant Holder. Notwithstanding the foregoing,
the Company shall not be required to issue or deliver any certificate for the
Warrant Shares or any portion thereof prior to the fulfillment of the following
conditions:

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            (a)   The completion of any registration or other qualification of
      such shares which the Company shall deem necessary or advisable under any
      federal or state law or under the rulings or regulations of the Securities
      and Exchange Commission or any other governmental regulatory body, unless
      the availability of an exemption from such registration or qualification
      shall be established to the satisfaction of counsel for the Company;

            (b)   The obtaining of any approval or other clearance from any
      federal or state governmental agency or body, which the Company shall
      determine to be necessary or advisable; or

            (c)   The lapse of such reasonable period of time following the
      exercise of the Warrant, or any portion thereof, as the Company from time
      to time may establish for reasons of administrative convenience.

      Each stock certificate delivered pursuant to the Notice of Exercise shall
be in such denomination as may be requested by the Warrant Holder and shall be
registered in the name of the Warrant Holder. If the Warrant shall have been
exercised only in part, the Company shall, at the time of delivery of said stock
certificate(s), deliver to the Warrant Holder a new Warrant evidencing the right
of the Warrant Holder to purchase the remaining Warrant Shares covered by this
Agreement. The Company shall pay all expenses, stock transfer taxes and other
charges payable in connection with the preparation, execution and delivery of
such stock certificate(s).

      6.    Antidilution, Etc.

            (a)   If, at any time, the Company shall:

                  (i)   establish a record date for the determination of holders
            of record of its outstanding shares of Common Stock for the purpose
            of entitling them to receive a dividend payable in, or other
            distributions of, additional shares of its Common Stock;

                  (ii)  subdivide its outstanding shares of Common Stock into a
            larger number of shares of Common Stock; or

                  (iii) combine its outstanding shares of Common Stock into a
            smaller number of shares of Common Stock;

      then (A) the number of Warrant Shares for which the Warrant Holder's
      Warrant is exercisable immediately after the occurrence of any such event
      shall be adjusted to equal the number of shares of Company Common Stock
      which a record holder of the same number of shares of Common Stock for
      which Warrant Shares is exercisable immediately prior to the occurrence of
      such event would own or be entitled to receive after the happening of such
      event, and (B) the Purchase Price shall be adjusted to equal (x) the
      Purchase Price multiplied by the Warrant Shares for which the Warrant
      Holder's Warrant

                                       3
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      is exercisable immediately prior to the adjustment divided by (y) the
      Warrant Shares for which Holder's Warrant is exercisable immediately after
      such adjustment.

            (b)   The following provisions shall be applicable to adjustments
      made pursuant to Section 6(a) hereof:

                  (i)   The adjustments required by Section 6(a) hereof shall be
            made whenever and as often as any event requiring an adjustment
            shall occur. For the purpose of any such adjustment, any event shall
            be deemed to have occurred at the close of business on the date of
            its occurrence.

                  (ii)  In computing adjustments under this Section 6(b),
            fractional interests in the Company's Common Stock shall be taken
            into account to the nearest 1/10th of a share. In no event, however,
            shall fractional shares or a scrip representing fractional shares be
            issued upon the exercise of the Warrant. In lieu thereof, a cash
            payment shall be made to the Warrant Holder in an amount equal to
            such fraction multiplied by the Purchase Price.

                  (iii) If the Company shall establish a record date for the
            determination of the holders of record of the Company's Common Stock
            for the purpose of entitling such holders to receive a dividend
            payable in Company Common Stock and shall, thereafter and before the
            distribution to shareholders thereof, legally abandon its plan to
            pay or deliver such dividend, then no adjustment shall be required
            by reason of the establishment of such record date and any such
            adjustment previously made in respect thereof shall be rescinded and
            annulled.

      7.    Reorganization, Reclassification, Consolidation or Merger.

            (a)   If, prior to the Expiration Time, there shall be any
      reorganization or reclassification of the Company's Common Stock (other
      than a subdivision or combination of shares provided for in Section 6
      hereof), or any consolidation or merger of the Company with another
      entity, the Warrant Holder shall thereafter be entitled to receive, during
      the term hereof and upon payment of the Purchase Price, the number of
      shares of stock or other securities or property of the Company or of the
      successor entity (or its parent Company) resulting from such consolidation
      or merger, as the case may be, to which a holder of the Company's Common
      Stock, deliverable upon the exercise of the Warrant, would have been
      entitled upon such reorganization, reclassification, consolidation or
      merger; and in any case, appropriate adjustment (as determined by the
      Board of Directors of the Company in its sole discretion) shall be made in
      the application of the provisions herein set forth with respect to the
      rights and interest thereafter of the Warrant Holder to the end that the
      provisions set forth herein (including the adjustment of the Purchase
      Price and the Warrant Shares) shall thereafter be applicable, as near as
      may reasonably be practicable, in relation to any shares or other property
      thereafter deliverable upon the exercise hereof.

                                       4
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            (b)   If any such reorganization, reclassification, consolidation,
      merger or share exchange results in a cash distribution in excess of the
      Purchase Price provided by this Warrant, the Warrant Holder may, at the
      Warrant Holder's option, exercise this Warrant without making payment of
      the Purchase Price, and in such case the Company or its successors and
      assigns shall, upon distribution to such Warrant Holder, consider the
      Purchase Price to have been paid in full, and in making settlement to such
      Warrant Holder, shall deduct an amount equal to the Purchase Price from
      the amount payable to such Warrant Holder. Notwithstanding anything herein
      to the contrary, the Company will not effect any such reorganization,
      reclassification, merger, consolidation or share exchange unless prior to
      the consummation thereof, the corporation that may be required to deliver
      any stock, securities or other assets upon the exercise of the Warrant
      issuable pursuant to this Agreement shall agree by an instrument in
      writing to deliver such stock, cash, securities or other assets to the
      Warrant Holder. A sale, transfer or lease of all or substantially all of
      the assets of the Company to another person shall be deemed a
      reorganization, reclassification, consolidation, merger or share exchange
      for the foregoing purposes.

      8.    Notice of Adjustments. Upon any adjustment provided for in Section 6
or Section 7 hereof, the Company, within 30 days thereafter, shall give written
notice thereof to the Warrant Holder at the address set forth under Section
10(a) hereof or such other address as the Warrant Holder may advise the Company
pursuant to Section 10(a) hereof, which notice shall state the Purchase Price as
adjusted and the increased or decreased number of Warrant Shares, setting, forth
in reasonable detail the method of calculation of each.

      9.    Transfer and Assignment.

            (a)   This Agreement shall be non-transferable, except in the case
      of the Warrant Holder's death, and thereupon only by will or under the
      laws of descent and distribution. Upon the death of the Warrant Holder,
      the deceased Warrant Holder's heirs, legal or personal representative, or
      any permitted transferee of the Warrant shall, within 90 days of the
      Warrant Holder's death, notify the Company of such event and the new
      holder's name, address and capacity in which the Warrant is held, and
      present letters testamentary, a death certificate and such other
      information as the Company may reasonably request to ascertain the
      authority of such person. Such permitted transferee will be subject to,
      and bound by, the terms and provisions of this Agreement to the same
      extent as the original Warrant Holder.

            (b)   The Warrant Shares granted hereby may not be transferred or
      sold unless the transfer is exempt from further regulatory approval or
      otherwise permissible under applicable law, including state and federal
      securities laws.

                                       5
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      10.   Miscellaneous.

            (a)   All notices, requests, demands and other communications
      required or permitted hereunder shall be in writing and shall be deemed to
      have been duly given when delivered by hand, telegram or facsimile
      transmission, or if mailed, by postage prepaid first class mail, on the
      third business day after mailing, to the following address (or at such
      other address as a party may notify the other hereunder):

      To the Company:

            Northside Bancshares, Inc.
            7741 Adairsville Highway
            Adairsville, Georgia  30103
            Attention: Gregory F. Patton
                       President and Chief Executive Officer

      To the Warrant Holder:

            ______________________________
            ______________________________
            ______________________________

            (b)   The Company covenants that it has reserved and will keep
      available, solely for the purpose of issue upon the exercise of the
      Warrant, a sufficient number of shares of the Company's Common Stock to
      permit the exercise of the Warrant in full.

            (c)   No holder of the Warrant, as such, shall be entitled to vote
      or receive dividends with respect to the Warrant Shares subject thereto or
      be deemed to be a shareholder of the Company for any purpose until the
      Company's Common Stock has been issued.

            (d)   This Agreement may be amended only by an instrument in writing
      executed by the party against whom enforcement of amendment is sought.

            (e)   This Agreement may be executed in counterparts, each of which
      shall be deemed an original, but all of which shall constitute one and the
      same instrument.

            (f)   This Agreement shall be governed by and construed and enforced
      in accordance with the laws of the State of Georgia.

                                       6
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      IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by
a duly authorized officer and its corporate seal to be affixed hereto and the
Warrant Holder has executed this Agreement, all as of the day and year first
above written.

                                       NORTHSIDE BANCSHARES, INC.

                                       By: ___________________________
                                           Gregory F. Patton
                                           President and Chief Executive Officer

                                       WARRANT HOLDER

                                       _______________________________

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                                   SCHEDULE A

                               NOTICE OF EXERCISE
                     OF WARRANT TO PURCHASE COMMON STOCK OF
                           NORTHSIDE BANCSHARES, INC.

To:   NORTHSIDE BANCSHARES, INC.

      The undersigned, the registered owner of the right to purchase shares of
Common Stock (the "Common Stock") of Northside Bancshares, Inc. (the "Company"),
hereby irrevocably elects to exercise such right to purchase thereunder ________
shares of the Common Stock of the Company and herewith makes payment of
$________ therefor, and requests that the certificate(s) evidencing such shares
be issued in the name of and be delivered to:

            Name: ______________________

            Address: ____________________
                     ____________________
                     ____________________

            Social Security or
              Tax I.D. Number: ____________________

and if such shares shall not be all of the shares purchasable hereunder, that a
new warrant of like tenor for the balance of the shares purchasable hereunder be
delivered to the undersigned.

Date: _______________________

                                                 NAME OF WARRANT HOLDER

                                                 By: ___________________________
                                                     Name: _____________________

                THIS NOTICE OF EXERCISE SHALL NOT BE GIVEN EFFECT
               BY THE COMPANY UNLESS THE HOLDER OF THE UNDERLYING
                 WARRANT HAS PROPERLY COMPLETED AND SIGNED BOTH
            THIS NOTICE OF EXERCISE FORM AND THE SUBSTITUTE FORM W-9
                                ATTACHED HERETO.

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                               SUBSTITUTE FORM W-9

Under the penalties of perjury, I certify that:

      1.    The Social Security Number or Taxpayer Identification Number given
            below is correct; and

      2.    I am not subject to backup withholding either because I have not
            been notified that I am subject to backup withholding as a result of
            a failure to report all interest or dividends, or because the
            Internal Revenue Service has notified me that I am no longer subject
            to backup withholding.

IMPORTANT INSTRUCTIONS: You must cross out #2 above if you have been notified by
the Internal Revenue Service that you are subject to backup withholding because
of under reporting interest or dividends on your tax return and if you have not
received a notice from the Internal Revenue Service advising you that backup
withholding due to notified payee under reporting has terminated.

SIGNATURE* ________________________

DATE ______________________________

* If a corporation, please sign in full corporate name by president or other
authorized officer. When signing as officer, attorney, custodian, trustee,
administrator, guardian, etc., please give your full title as such. In case of
joint tenants, each person must sign.