NONQUALIFIED STOCK OPTION AWARD
                    PURSUANT TO THE NBOG BANCORPORATION, INC.
                            2003 STOCK INCENTIVE PLAN

     THIS  AWARD  is made as of the Grant Date by NBOG BANCORPORATION, INC. (the
"Company")  to  _________________  (the  "Optionee").

     Upon  and  subject  to  the  Terms  and  Conditions  attached  hereto  and
incorporated herein by reference, the Company hereby awards as of the Grant Date
to  Optionee  a nonqualified stock option (the "Option"), as described below, to
purchase  the  Option  Shares.

     A.   Grant  Date:  _______________.

     B.   Type  of  Option:  Nonqualified  Stock  Option.

     C.   Plan  under  which  granted:  NBOG  Bancorporation,  Inc.  2003  Stock
          Incentive  Plan.

     D.   Option Shares: All or any part of shares of the Company's no par value
          common  stock  (the "Common Stock"), subject to adjustment as provided
          in  the  attached  Terms  and  Conditions.

     E.   Exercise Price: $_____ per share, subject to adjustment as provided in
          the  attached  Terms  and  Conditions.  The  Exercise Price is, in the
          judgment of the Committee, not less than 100% of the Fair Market Value
          of  a  share  of  Common  Stock  on  the  Grant  Date.

     F.   Option  Period:  The  Option  may  be exercised only during the Option
          Period  which  commences on the Grant Date and ends, generally, on the
          earliest  of  (a)  the tenth (10th) anniversary of the Grant Date; (b)
          three (3) months following the date the Optionee ceases to be a member
          of  the  Board  of  Directors  of  the Company or an Affiliate for any
          reason  other  than  death,  Disability or termination of service with
          Cause; (c) one (1) year following the date the Optionee ceases to be a
          member of the Board of Directors of the Company or an Affiliate due to
          death  or  Disability;  or  (d)  the  date the Optionee ceases to be a
          member of the Board of Directors of the Company or an Affiliate due to
          a  termination  with  Cause. Note that other limitations to exercising
          the  Option,  as  described  in the attached Terms and Conditions, may
          apply.

     G.   Vesting  Schedule: The Option Shares shall become vested in accordance
          with  Schedule  1  hereto.


     IN  WITNESS  WHEREOF,  the Company has executed and sealed this Award as of
the  Grant  Date  set  forth  above.

                                           NBOG  BANCORPORATION,  INC.

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

                                           Title:
                                                 -------------------------------


<PAGE>
                              TERMS AND CONDITIONS
                                     TO THE
                         NONQUALIFIED STOCK OPTION AWARD
                    PURSUANT TO THE NBOG BANCORPORATION, INC.
                            2003 STOCK INCENTIVE PLAN


     1.     Exercise of Option.  Subject to the provisions provided herein or in
            ------------------
the  Award  made  pursuant to the NBOG Bancorporation, Inc. 2003 Stock Incentive
Plan:

          (a)  the  Option  may  be  exercised with respect to the vested Option
     Shares at any time during the Option Period by the delivery to the Company,
     at  its  principal  place  of  business, of a written notice of exercise in
     substantially  the  form  attached  hereto  as  Exhibit  1,  which shall be
     actually  delivered  to the Company no earlier than thirty (30) days and no
     later  than  ten (10) days prior to the date upon which Optionee desires to
     exercise  all  or  any  portion  of  the  Option;

          (b)  payment  to  the  Company of the Exercise Price multiplied by the
     number  of Option Shares being purchased (the "Purchase Price") as provided
     in  Section  2.

          (c)  Notwithstanding  any  other  provision  of this Agreement, in the
     event  that  the capital of the Company or the Bank falls below the minimum
     requirements  determined  by  the  primary federal regulator of the Company
     (the  "Regulator"),  the  Regulator  may  direct the Company to require the
     Optionee to exercise, or otherwise forfeit, the Option in whole or in part.
     If the Regulator gives such direction, the Company will notify the Optionee
     within  forty-five  (45)  days  from  the  date  the Regulator notifies the
     Company  in  writing that the Optionee must exercise, or otherwise forfeit,
     the  Option  in  whole  or  in  part. If the Optionee does not exercise the
     Option  in  accordance  with the Company's direction within twenty-one (21)
     days  of  the  Company's  notification  to  the Optionee, the Committee may
     provide  for  the  cancellation  of  the  Option.

Upon  acceptance  of  such notice and receipt of payment in full of the Purchase
Price,  the  Company  shall  cause  to  be issued a certificate representing the
Option  Shares  purchased.

     2.      Purchase  Price.  Payment  of  the  Purchase  Price  for all Option
            ----------------
Shares  purchased pursuant to the exercise of an Option shall be made in cash or
certified  check  or,  if  and  when the Common Stock becomes traded by brokers,
whether  on  a  national  securities  exchange  or  otherwise, by receipt of the
Purchase  Price  in cash from a broker, dealer or other "creditor" as defined by
Regulation  T  issued  by  the  Board of Governors of the Federal Reserve System
following  delivery  by  the Optionee to the Committee of instructions in a form
acceptable  to  the Committee regarding delivery to such broker, dealer or other
creditor  of  that  number  of Option Shares with respect to which the Option is
exercised.

     3.     Rights  as Shareholder.  Until the stock certificates reflecting the
            ----------------------
Option Shares accruing to the Optionee upon exercise of the Option are issued to
the Optionee, the Optionee shall have no rights as a shareholder with respect to
such  Option  Shares.  The Company shall make no adjustment for any dividends or
distributions  or  other  rights  on  or  with  respect  to  Option  Shares  for


                                        2
<PAGE>
which the record date is prior to the issuance of that stock certificate, except
as  the  Plan  or  this  Award  otherwise  provides.

     4.     Restriction  on Transfer of Option and of Option Shares.  The Option
            -------------------------------------------------------
evidenced  hereby  is  nontransferable other than by will or the laws of descent
and  distribution  and  shall be exercisable during the lifetime of the Optionee
only  by  the  Optionee  (or  in  the  event  of his Disability, by his personal
representative)  and after his death, only by his legatee or the executor of his
estate.

     5.     Changes  in  Capitalization.
            ---------------------------

          (a)  If  the  number  of  shares of Common Stock shall be increased or
     decreased  by  reason  of  a subdivision or combination of shares of Common
     Stock,  the  payment  of  a stock dividend in shares of Common Stock or any
     other  increase  or  decrease  in  the  number  of  shares  of Common Stock
     outstanding  effected  without  receipt of consideration by the Company, an
     appropriate  adjustment  shall  be  made  by  the  Committee,  in  a manner
     determined  in its sole discretion, in the number and kind of Option Shares
     and  in  the  Exercise  Price.

          (b)  If  the Company shall be the surviving corporation in any merger,
     consolidation,  reorganization,  extraordinary dividend, spin-off, or other
     change  in  capital  structure  of  the  Company  or  its Common Stock, the
     Optionee  shall  be entitled to purchase the number and class of securities
     to  which  a  holder of the number of shares of Common Stock subject to the
     Option  at  the time of the transaction would have been entitled to receive
     as  a  result  of  such  transaction, and a corresponding adjustment, where
     appropriate,  shall be made in the Exercise Price. In the event of a Change
     in  Control or other corporate transaction pursuant to which the Company is
     not  the  surviving entity, the Committee may provide for the assumption of
     the  Option  by  the  surviving entity or the substitution of a new option,
     adjusted  in  a  manner  similar  to  that  contemplated by the immediately
     preceding  sentence; however, if the surviving entity does not agree to the
     assumption  or  substitution  of  the  Option,  the  Committee may elect to
     terminate  the  Option  Period  as  of  the effective date of the Change in
     Control  in  consideration of the payment to the Optionee of the sum of the
     difference  between  the then Fair Market Value of the Common Stock and the
     Exercise Price for each vested Option Share which has not been exercised as
     of  the  effective  date  of  the  Change  in  Control.  A  dissolution  or
     liquidation  of  the  Company shall cause the Option to terminate as to any
     portion  thereof  not exercised as of the effective date of the dissolution
     or  liquidation.

          (c)  The existence of the Plan and the Option granted pursuant to this
     Agreement  shall not affect in any way the right or power of the Company to
     make or authorize any adjustment, reclassification, reorganization or other
     change in its capital or business structure, any merger or consolidation of
     the  Company,  any issue of debt or equity securities having preferences or
     priorities as to the Common Stock or the rights thereof, the dissolution or
     liquidation  of the Company, any sale or transfer of all or any part of its
     business  or  assets,  or  any  other  corporate  act  or  proceeding.  Any
     adjustment  pursuant  to  this  Section  may  provide,  in  the Committee's
     discretion,  for the elimination without payment therefor of any fractional
     shares  that  might  otherwise  become  subject  to  any  Option.

     6.     Special Limitation on Exercise.  No purported exercise of the Option
            ------------------------------
shall  be effective without the approval of the Committee, which may be withheld
to  the  extent  that  the


                                        3
<PAGE>
exercise,  either individually or in the aggregate together with the exercise of
other previously exercised stock options and/or offers and sales pursuant to any
prior  or  contemplated  offering of securities, would, in the sole and absolute
judgment  of  the Committee, require the filing of a registration statement with
the  United  States  Securities  and  Exchange Commission or with the securities
commission of any state.  If a registration statement is not in effect under the
Securities  Act  of  1933 or any applicable state securities law with respect to
shares  of  Common  Stock purchasable or otherwise deliverable under the Option,
the  Optionee  (a)  shall  deliver  to the Company, prior to the exercise of the
Option  or  as  a  condition  to  the  delivery  of Common Stock pursuant to the
exercise of an Option exercise, such information, representations and warranties
as  the  Company  may  reasonably request in order for the Company to be able to
satisfy  itself that the Option Shares are being acquired in accordance with the
terms  of  an applicable exemption from the securities registration requirements
of  applicable  federal  and  state securities laws and (b) shall agree that the
shares of Common Stock so acquired will not be disposed of except pursuant to an
effective  registration  statement,  unless  the  Company shall have received an
opinion  of  counsel that such disposition is exempt from such requirement under
the  Securities  Act  of  1933  and  any  applicable  state  securities  law.

     7.     Legend  on  Stock  Certificates.  Certificates evidencing the Option
            -------------------------------
Shares, to the extent appropriate at the time, shall have noted conspicuously on
the  certificates  a  legend  intended  to  give  all persons full notice of the
existence  of  the  conditions,  restrictions,  rights and obligations set forth
herein  and  in  the  Plan.

     8.     Governing  Laws.  This  Award  and the Terms and Conditions shall be
            ---------------
construed,  administered  and  enforced  according  to  the laws of the State of
Georgia.

     9.     Successors.  This  Award  and  the  Terms  and  Conditions  shall be
            ----------
binding  upon  and  inure  to  the  benefit of the heirs, legal representatives,
successors and permitted assigns of the Optionee and the Company.

     10.     Notice.  Except  as  otherwise  specified  herein,  all notices and
             ------
other communications under this Award shall be in writing and shall be deemed to
have  been  given  if personally delivered or if sent by registered or certified
United  States mail, return receipt requested, postage prepaid, addressed to the
proposed  recipient  at  the last known address of the recipient.  Any party may
designate  any  other address to which notices shall be sent by giving notice of
the  address  to  the  other  parties  in  the  same  manner as provided herein.

     11.     Severability.  In  the event that any one or more of the provisions
             ------------
or  portion  thereof contained in the Award and these Terms and Conditions shall
for  any  reason be held to be invalid, illegal or unenforceable in any respect,
the  same  shall  not invalidate or otherwise affect any other provisions of the
Award  and  these  Terms  and  Conditions,  and  the  Award  and these Terms and
Conditions  shall  be  construed  as  if  the  invalid, illegal or unenforceable
provision or portion thereof had never been contained herein.

     12.     Entire Agreement.  Subject to the terms and conditions of the Plan,
             ----------------
the  Award  and the Terms and Conditions express the entire understanding of the
parties  with  respect  to  the  Option.


                                        4
<PAGE>
     13.     Violation.  Any  transfer,  pledge,  sale,  assignment,  or
             ---------
hypothecation  of  the Option or any portion thereof shall be a violation of the
terms  of  the Award or these Terms and Conditions and shall be void and without
effect.

     14.     Headings  and  Capitalized Terms.  Section headings used herein are
             --------------------------------
for  convenience of reference only and shall not be considered in construing the
Award  or  these Terms and Conditions.  Capitalized terms used, but not defined,
in  either  the  Award  or  the  Terms and Conditions shall be given the meaning
ascribed  to  them  in  the  Plan.

     15.     Specific  Performance.  In  the  event  of any actual or threatened
             ---------------------
default  in,  or  breach  of, any of the terms, conditions and provisions of the
Award  and  these  Terms  and  Conditions,  the party or parties who are thereby
aggrieved  shall  have  the  right  to  specific  performance  and injunction in
addition  to  any and all other rights and remedies at law or in equity, and all
such  rights  and  remedies  shall  be  cumulative.

     16.     No  Right  to  Continued Service.  Neither the establishment of the
             --------------------------------
Plan  nor  the award of Option Shares hereunder shall be construed as giving the
Optionee the right to continued service with the Company or any Affiliate.

     17.     Definition  of Cause.  As used in this Award, "Cause" means conduct
             --------------------
amounting  to  (a)  fraud or dishonesty against the Company or Affiliate(s); (b)
Optionee's  willful  misconduct,  repeated  refusal  to  follow  the  reasonable
directions  of  the Board of Directors of the Company or an Affiliate or knowing
violation  of  law  in  the  course  of  performance of the duties of Optionee's
service  with  the  Company or Affiliate(s); (c) repeated absences from required
meetings  and  other  commitments  of  members  of the Board of Directors of the
Company  or  an Affiliate without a reasonable excuse; (d) repeated intoxication
with  alcohol  or  drugs while on the Company's or Affiliate(s)' premises during
regular business hours; (e) a conviction or plea of guilty or nolo contendere to
a  felony  or  a crime involving dishonesty; or (f) a breach or violation of the
terms  of any agreement to which an Optionee and the Company or Affiliate(s) are
party.


                                        5
<PAGE>
                                    EXHIBIT 1
                                    ---------

                              NOTICE OF EXERCISE OF
                            STOCK OPTION TO PURCHASE
                                 COMMON STOCK OF
                            NBOG BANCORPORATION, INC.



                                                  Name
                                                      --------------------------
                                                  Address
                                                         -----------------------

                                                  ------------------------------
                                                  Date
                                                       -------------------------


NBOG  Bancorporation,  Inc.
Post  Office  Box  1378
Gainesville,  Georgia  30503
Attn:  President


Re:  Exercise of Nonqualified Stock Option


Gentlemen:

     Subject  to  acceptance hereof by NBOG Bancorporation, Inc. (the "Company")
and  pursuant  to  the  provisions  of  the NBOG Bancorporation, Inc. 2003 Stock
Incentive  Plan  (the  "Plan"),  I hereby give notice of my election to exercise
options  granted  to me to purchase ______________ shares of Common Stock of the
Company  under  the  Nonqualified  Stock  Option Award (the "Award") dated as of
____________.  The  purchase  shall  take  place  as  of  __________, 200__ (the
"Exercise  Date").

     On or before the Exercise Date, I will pay the applicable purchase price as
follows:


          [_]  by delivery of cash or a certified check for $___________ for the
               full  purchase price payable to the order of NBOG Bancorporation,
               Inc.

          [_]  by delivery of the purchase price by _________________________, a
               broker,  dealer  or  other  "creditor" as defined by Regulation T
               issued by the Board of Governors of the Federal Reserve System. I
               hereby authorize the Company to issue a stock certificate for the
               number  of  shares  indicated  above  in the name of said broker,
               dealer  or other creditor or its nominee pursuant to instructions
               received  by  the  Company  and to deliver said stock certificate
               directly  to  that  broker,  dealer or other creditor (or to such
               other party specified in the instructions received by the Company
               from  the  broker,  dealer or other creditor) upon receipt of the
               purchase  price.


                            Exhibit 1 - Page 1 of 3
<PAGE>
     As  soon  as the stock certificate is registered in my name, please deliver
it  to  me  at  the  above  address.

     If  the  Common  Stock being acquired is not registered for issuance to and
resale  by  the Optionee pursuant to an effective registration statement on Form
S-8  (or successor form) filed under the Securities Act of 1933, as amended (the
"1933  Act"),  I hereby represent, warrant, covenant, and agree with the Company
as  follows:

     The shares of the Common Stock being acquired by me will be acquired for my
     own  account without the participation of any other person, with the intent
     of  holding  the  Common  Stock  for  investment  and without the intent of
     participating,  directly  or  indirectly,  in  a distribution of the Common
     Stock  and  not  with  a  view  to,  or  for resale in connection with, any
     distribution  of  the  Common Stock, nor am I aware of the existence of any
     distribution  of  the  Common  Stock;

     I  am not acquiring the Common Stock based upon any representation, oral or
     written, by any person with respect to the future value of, or income from,
     the Common Stock but rather upon an independent examination and judgment as
     to  the  prospects  of  the  Company;

     The  Common  Stock  was not offered to me by means of publicly disseminated
     advertisements  or  sales  literature, nor am I aware of any offers made to
     other  persons  by  such  means;

     I am able to bear the economic risks of the investment in the Common Stock,
     including  the  risk  of  a  complete  loss  of  my  investment  therein;

     I  understand and agree that the Common Stock will be issued and sold to me
     without  registration  under  any state law relating to the registration of
     securities  for  sale,  and  will  be  issued  and  sold in reliance on the
     exemptions  from registration under the 1933 Act, provided by Sections 3(b)
     and/or  4(2)  thereof and the rules and regulations promulgated thereunder;

     The  Common  Stock  cannot  be  offered for sale, sold or transferred by me
     other than pursuant to: (A) an effective registration under the 1933 Act or
     in  a  transaction  otherwise  in  compliance  with  the  1933 Act; and (B)
     evidence  satisfactory  to  the  Company  of compliance with the applicable
     securities  laws  of  other jurisdictions. The Company shall be entitled to
     rely  upon  an  opinion  of  counsel  satisfactory  to  it  with respect to
     compliance  with  the  above  laws;

     The  Company will be under no obligation to register the Common Stock or to
     comply  with  any  exemption available for sale of the Common Stock without
     registration  or  filing,  and  the  information or conditions necessary to
     permit  routine sales of securities of the Company under Rule 144 under the
     1933  Act  are not now available and no assurance has been given that it or
     they  will  become  available. The Company is under no obligation to act in
     any  manner  so  as  to  make Rule 144 available with respect to the Common
     Stock;

     I  have  and  have had complete access to and the opportunity to review and
     make  copies  of  all  material  documents  related  to the business of the
     Company,  including,  but  not limited to, contracts, financial statements,
     tax  returns,  leases,  deeds  and other books and records. I have examined
     such  of  these documents as I wished and am familiar with the business and
     affairs  of the Company. I realize that the purchase of the Common Stock is
     a  speculative  investment  and  that  any  possible  profit  therefrom  is
     uncertain;


                            Exhibit 1 - Page 2 of 3
<PAGE>
     I have had the opportunity to ask questions of and receive answers from the
     Company  and  any  person  acting  on its behalf and to obtain all material
     information  reasonably  available  with  respect  to  the  Company and its
     affairs.  I  have  received  all  information  and data with respect to the
     Company  which  I  have  requested  and  which  I  have  deemed relevant in
     connection  with the evaluation of the merits and risks of my investment in
     the  Company;

     I have such knowledge and experience in financial and business matters that
     I  am  capable  of  evaluating  the merits and risks of the purchase of the
     Common  Stock  hereunder  and  I  am able to bear the economic risk of such
     purchase;  and

     The agreements, representations, warranties and covenants made by me herein
     extend  to and apply to all of the Common Stock of the Company issued to me
     pursuant  to  this  Award. Acceptance by me of the certificate representing
     such  Common  Stock  shall  constitute  a  confirmation by me that all such
     agreements,  representations, warranties and covenants made herein shall be
     true  and  correct  at  that  time.

     I  understand that the certificates representing the shares being purchased
     by  me  in accordance with this notice shall bear a legend referring to the
     foregoing  covenants,  representations  and  warranties and restrictions on
     transfer,  and  I  agree  that a legend to that effect may be placed on any
     certificate  which may be issued to me as a substitute for the certificates
     being  acquired  by me in accordance with this notice. I further understand
     that  capitalized  terms used in this Notice of Exercise without definition
     shall  have  the  meanings  given  to  them  in  the  Plan.

                                                     Very truly yours,

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


AGREED TO AND ACCEPTED:

NBOG BANCORPORATION, INC.


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

Title:
      ---------------------------------

Number  of  Shares
Exercised:
          -----------------------------

Number  of  Shares
Remaining:                                  Date:
          -----------------------------          -------------------------------


                            Exhibit 1 - Page 3 of 3
<PAGE>
                                   SCHEDULE 1
                                   ----------

                                VESTING SCHEDULE
                         NONQUALIFIED STOCK OPTION AWARD
                ISSUED PURSUANT TO THE NBOG BANCORPORATION, INC.
                            2003 STOCK INCENTIVE PLAN


A.   The Option Shares shall become vested Option Shares following completion of
     the  years  of  service  as  a  director of the Company or any Affiliate as
     indicated  in  the  schedule  below.

          Percentage of Option Shares           Years of Service
          Which are Vested Shares               after the Grant Date
          ---------------------------           --------------------



B.   Notwithstanding  Part  A, in the event of a Change in Control subsequent to
     the  third  anniversary of the date the Bank opens for business, the Option
     will  be  fully vested as of a date determined by the Committee which is no
     less  than  ten  (10)  days  prior  to  the effective date of the Change in
     Control.

C.   For  purposes  of the Vesting Schedule, Optionee shall be granted a year of
     service  for  each twelve-consecutive-month period following the Grant Date
     and  during  which  Optionee  continues, at all times, as a director of the
     Company  or  any  Affiliate.


                            Schedule 1 - Page 1 of 1
<PAGE>