EXHIBIT 4.1

THE  WARRANTS  MAY  NOT BE ASSIGNED OR TRANSFERRED BY THE WARRANT HOLDER, EXCEPT
WITH  THE  COMPANY'S PRIOR WRITTEN CONSENT IN LIMITED CIRCUMSTANCES AS DESCRIBED
HEREIN,  AND  IF SO REQUESTED BY THE COMPANY, THE DELIVERY BY THE WARRANT HOLDER
TO  THE  COMPANY  OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
THE  COMPANY  STATING THAT SUCH TRANSFER OR ASSIGNMENT IS IN COMPLIANCE WITH THE
SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.

                        SWEETWATER FINANCIAL GROUP, INC.

                             STOCK WARRANT AGREEMENT

                                ___________, 2003


Warrant  Holder:                                No.  of  Shares:
                --------------------------                      ----------------

               Sweetwater Financial Group, Inc. (the "Company"), a Georgia
                    corporation and the holding company for Georgian Bank (the
                    "Bank"), hereby grants to the person identified above as the
                    Warrant Holder Warrants (the "Warrants") to purchase the
                    number of shares set forth above, representing 0.37 shares
                    of common stock for every share of common stock purchased by
                    the Warrant Holder in the Company's 2003 private placement
                    offering, in consideration of the financial risk associated
                    with Warrant Holder's investment in the Company during its
                    implementation of a new business plan. Such Warrants are
                    granted on the following terms and conditions:

     1.     Exercise  of  Warrants.  One-third  of  the  shares  (the  "Shares")
            ----------------------
subject  to  the  Warrants  granted  in this Agreement shall vest on each of the
first  three  anniversaries of the date the Company closed the private placement
offering,  which  was                   , 2003 (the "Completion Date"). Exercise
                      ------------------
of  the  Warrants  is  subject  to  the  following:

          (a)  Exercise Price. The exercise price (the "Exercise Price") shall
               --------------
               be $10.00 per Share, subject to adjustment pursuant to Section 2
               below.

          (b)  Expiration of Warrant Term. The Warrants will expire at 5:00 p.m.
               --------------------------
               Eastern  Standard Time on the fifth anniversary of the Completion
               Date,  and  may  not  be  exercised  thereafter  (the "Expiration
               Date").

          (c)  Payment. The purchase price for Shares as to which the Warrants
               -------
               are  being  exercised shall be paid in cash, by wire transfer, by
               certified  or bank cashier's check, or by personal check drawn on
               funds  on  deposit  with  the  Bank.

          (d)  Method of Exercise. The Warrants shall be exercisable by a
               ------------------
               written notice delivered to the President or Secretary of the
               Company which shall:

               (i)  State  the  owner's  election  to exercise the Warrants, the
                    number  of  Shares  with  respect  to  which  it  is  being
                    exercised,  the  person  in whose name the stock certificate
                    for  such  Shares  is  to  be  registered, and such person's
                    address and tax identification number (or, if more than one,
                    the  names, addresses and tax identification numbers of such
                    persons);

               (ii) Be  signed by the person or persons entitled to exercise the
                    Warrants  and,  if  the  Warrants are being exercised by any
                    person or persons other than the original holder thereof, be
                    accompanied by proof satisfactory to counsel for the Bank of
                    the  right  of  such  person  or  persons  to  exercise  the
                    Warrants;  and

              (iii) Be accompanied by the originally executed copy of this Stock
                    Warrant Agreement.

          (e)  Partial  Exercise.  In  the  event  of  a partial exercise of the
               -----------------
               Warrants,  the Company shall either issue a new agreement for the
               balance  of  the  Shares  subject to this Stock Warrant Agreement
               after  such  partial  exercise,  or  it  shall conspicuously note
               hereon  the  date and number of Shares purchased pursuant to such


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               exercise and the number of Shares remaining covered by this Stock
               Warrant  Agreement.

          (f)  Restrictions  on  Exercise. The Warrants may not be exercised (i)
               --------------------------
               if the issuance of the Shares upon such exercise would constitute
               a  violation  of  any  applicable  federal or state securities or
               banking  laws  or  other  law  or  regulation  or (ii) unless the
               Company,  the  Bank, or the holder hereof, as applicable, obtains
               any  approval  or  other clearance which the Company and the Bank
               determine  to  be necessary or advisable from the Federal Reserve
               Board,  the  Federal  Deposit  Insurance Corporation or any other
               state  or  federal  banking  regulatory  agency  with  regulatory
               authority over the operation of Company or the Bank (collectively
               the  "Regulatory  Agencies").  The  Company  may  require
               representations  and  warranties  from  the  Warrant  Holder  as
               required to comply with applicable laws or regulations, including
               the  Securities  Act  of  1933  and  state  securities  laws.

     2.     Anti-Dilution;  Merger.  If,  prior  to  the  exercise  of  Warrants
            ----------------------
hereunder, the Company (i) declares, makes or issues, or fixes a record date for
the  determination of holders of common stock entitled to receive, a dividend or
other  distribution  payable  on the Shares in shares of its capital stock, (ii)
subdivides  the  outstanding  Shares,  (iii)  combines  the  outstanding  Shares
(including  a  reverse stock split), (iv) issues any shares of its capital stock
by  reclassification  of  the  Shares,  capital  reorganization  or  otherwise
(including  any  such  reclassification  or  reorganization in connection with a
consolidation or merger or and sale of all or substantially all of the Company's
assets  to  any  person),  then  the  Exercise Price, and the number and kind of
shares  receivable  upon  exercise, in effect at the time of the record date for
such  dividend  or  of  the  effective  date of such subdivision, combination or
reclassification  shall  be  proportionately  adjusted so that the holder of any
Warrant  exercised  after  such  time shall be entitled to receive the aggregate
number  and kind of shares which, if such Warrant had been exercised immediately
prior  to such time, he would have owned upon such exercise and been entitled to
receive  by  virtue  of  such  dividend, distribution, subdivision, combination,
reclassification,  reorganization,  consideration,  merger  or  sale.

     3.     Valid  Issuance of Common Stock.  The  Company  possesses  the  full
             -------------------------------
authority  and legal right to issue, sell, transfer, and assign this Warrant and
the Shares issuable pursuant to this Warrant. The issuance of this Warrant vests
in  the  holder  the entire legal and beneficial interests in this Warrant, free
and  clear  of  any  liens,  claims, and encumbrances and subject to no legal or
equitable  restrictions  of any kind except as described herein. The Shares that
are  issuable  upon exercise of this Warrant, when issued, sold and delivered in
accordance  with  the  terms  of  this Agreement for the consideration expressed
herein,  will  be  duly  and validly issued, fully paid, and non-assessable, and
will  be  free  of  restrictions  on  transfer  other  than  restrictions  under
applicable  state  and  federal  securities.

     4.     Compliance  with  Securities  Laws. This Agreement and the  Warrants
            ----------------------------------
represented  hereby  were  issued  in reliance on an exemption from registration
under  the  Securities Act of 1933 (the "Act") pursuant to Section 4(2) thereof,
and  other  applicable  exemptions  under  state  securities laws. The Company's
reliance  on  such  exemption  is  predicated  in  part  on the Warrant Holder's
representations  set  forth herein. Warrant Holder understands that the Warrants
and  the  Shares  issuable  upon  exercise  of  the  Warrants  may  not be sold,
transferred  or  otherwise disposed of without registration under the Securities
Act  of 1933, or an exemption therefrom, and that in the absence of an effective
registration  statement  covering  such  shares  or  an available exemption from
registration  under  the  Securities Act, such Shares must be held indefinitely.

     5.     Restrictions on Transferability. This Agreement and the Warrants may
            --------------------------------
not  be  assigned,  transferred  (except  as  provided  above),  pledged,  or
hypothecated in any way (whether by operation of law or otherwise) and shall not
be  subject  to  execution,  attachment,  or  similar  process.  Any  attempted
assignment,  transfer,  pledge,  hypothecation,  or  other  disposition of these
Warrants  contrary  to  the provisions hereof shall be without legal effect. The
Shares  issuable  on exercise of the Warrants may not be assigned or transferred
by  the  Warrant  Holder  without the Company's prior written consent and, if so
requested  by  the Company, the delivery by the Warrant Holder to the Company of
an  opinion of counsel in form and substance satisfactory to the Company stating
that  such  transfer  or  assignment is in compliance with the Securities Act of
1933  and  applicable  state  securities  laws.

     6.     Restrictive Legend. Each certificate for Shares issued upon exercise
            ------------------
of  the  Warrant  shall bear a legend stating that they have not been registered
under  the  Securities Act of 1933 or any state securities laws and referring to
the  restrictions  on  transferability  and  sale  herein.

     7.    Mandatory  Exercise;  Termination.
           ---------------------------------

          (a)  Either  the  Company  or the Bank may be required to increase its
               capital  to  meet  capital requirements imposed by statute, rule,
               regulation,  or  guideline.  In  order  to  achieve  such capital


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               increase,  the  Regulatory Agencies may direct the Company or the
               Bank to require the Warrant Holders to either (i) exercise all or
               part  of  their  Warrants  or  (ii)  allow  the  Warrants  to  be
               terminated.  If  the Regulatory Agencies so direct the Company or
               the  Bank,  then  the Warrant Holder must exercise or forfeit the
               Warrants  as  set  forth  below.

          (b)  When  the Company or the Bank is required to increase its capital
               as  described  in  subsection (a) above, the Company shall send a
               notice  (the  "Notice")  to the Warrant Holder (i) specifying the
               number  of Shares relating to the Warrants for which the Warrants
               must  be  exercised  (the  "Number")  (if  less  than  all shares
               relating  to  warrants  held  by  all  holders of warrants of the
               Company  under  agreements  substantially similar to this one are
               required  by the Company to be exercised or cancelled, the Number
               for  the  Warrant Holder shall reflect a proportionate allocation
               based  on  the  number  of  Shares  subject  to this Agreement as
               compared  to  the total number of shares subject to warrants held
               by all such warrant holders as a group); (ii) specifying the date
               prior  to  which  the  Warrants  must  be  totally  or  partially
               exercised,  as the case may be (the "Deadline"); (iii) specifying
               the Exercise Price for the Shares to be purchased pursuant to the
               Warrants  (such  Exercise  Price not to be less than current book
               value  per  share);  and  (iv)  stating  that  the failure of the
               Warrant  holder  to  exercise  the Warrants shall result in their
               automatic  termination.

          (c)  If  the Warrant Holder does not exercise the Warrants pursuant to
               the  terms  of  the Notice, this Agreement shall be automatically
               terminated  on the Deadline, without further act or action by the
               Warrant  Holder  or  the  Company,  and  the Warrant Holder shall
               deliver  this  Agreement  to the Company for cancellation. If the
               Number  is  less  than  the  total number of Shares that are then
               subject to exercise under this Agreement, the Company shall issue
               a  new  Stock  Warrant  Agreement in compliance with Section 1(e)
               hereof.

     8.    Covenants  of  the  Company. During  the  term of  the Warrants, the
           ---------------------------
Company shall:

          (a)  at  all  times  authorize, reserve and keep available, solely for
               issuance  upon  exercise  of  this  Warrant, sufficient shares of
               common  stock  from  time  to time issuable upon exercise of this
               Warrant;

          (b)  on  receipt of evidence reasonably satisfactory to the Company of
               the  loss,  theft, destruction or mutilation of this Warrant and,
               in  the  case  of loss, theft, or destruction, on delivery of any
               indemnity  agreement  or bond reasonably satisfactory in form and
               amount to the Company or, in the case of mutilation, on surrender
               and  cancellation  of  this  Warrant,  at its expense execute and
               deliver,  in  lieu  of this Warrant, a new Warrant of like tenor;
               and

          (c)  on  surrender  for  exchange  of  this  Warrant  or  any  Warrant
               substituted  therefore pursuant hereto, properly endorsed, to the
               Company,  at its expense, issue and deliver to or on the order of
               the  holder  thereof  a new Warrant or Warrants of like tenor, in
               the  name  of  such  holder or as such holder (on payment by such
               holder  of  any applicable transfer taxes) may direct, calling in
               the  aggregate  on the face or faces thereof for the issuances of
               the  number  of  shares  of common stock issuable pursuant to the
               terms  of  the  Warrant  or  Warrants  so  surrendered.

     9.     No  Dilution  or  Impairment.  The  Company  shall  not  amend  its
            ----------------------------
Certificate  of  Incorporation or participate in any reorganization, transfer of
assets,  consolidation,  merger,  dissolution, issuance or sale of securities or
any  other  voluntary action for the purpose of avoiding or seeking to avoid the
observance  or  performance  of  any  of  the  terms to be observed or performed
hereunder by the Company, but will at all times in good faith assist in carrying
out  all  such  action  as  may  be reasonably necessary in order to protect the
exercise  rights  of  the  holder against improper dilution or other impairment.

     10.    Amendment.  Neither  this Agreement nor the rights granted hereunder
            ---------
may be amended, changed or waived except in writing signed by each party hereto.


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IN WITNESS WHEREOF, the Company has executed and the holder has accepted this
Stock Warrant Agreement as of the date and year first above written.

                              SWEETWATER FINANCIAL GROUP, INC.


                              By:
                                 -----------------------------------------------
                                                   President
(CORPORATE SEAL)

                              Attest:
                                 -----------------------------------------------
                                                   Secretary


                              WARRANT HOLDER:



                              By:
                                 -----------------------------------------------
                                                    Signature



                              By:
                                 -----------------------------------------------
                              Print Name


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