EXHIBIT
10.3(a)  NON-QUALIFIED
STOCK OPTION AGREEMENT PURSUANT
TO HABERSHAM
BANCORP OUTSIDE DIRECTORS STOCK
OPTION PLAN  THIS AGREEMENT is made as of the _____ day of _______________, 200__ (the “Grant
Date”), by and between HABERSHAM BANCORP, a corporation organized and existing
under the laws of the State of Georgia (the “Company”) and
____________________________ (the “Optionee”),  W I T N E
S S E T H:  WHEREAS, the persons authorized to administer the Habersham Bancorp Outside
Directors Stock Option Plan (the “Plan Administrator”) has authorized the grant
to Optionee of a non-qualified stock option pursuant to the Habersham Bancorp
Outside Directors Stock Option Plan (the “Plan”) authorizing Optionee to
purchase shares of $1.00 par value common stock of the Company (the “Common
Stock”); and  WHEREAS, the Company and Optionee wish to confirm the terms and conditions of
the option;  NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is
hereby agreed between the parties hereto as follows:  1.         Grant of Option. 
Subject to the terms, restrictions, limitations and conditions stated herein and
in the Plan, the Company hereby grants to the Optionee a non-qualified stock
option (the “Option”) to purchase, all or any part of ________ shares of Common
Stock, subject to adjustment as set forth in Section 6 (the “Option
Shares”).  2.         Term and Exercise of
Option.  Subject to the provisions of this Agreement:  (a)        Optionee shall have the right to
exercise the Option during the period commencing six (6) months from the Grant
Date and ending on the date five (5) years after the Grant Date, with respect to
all or any part of the Option Shares.  (b)        The Option may be exercised with
respect to all or any portion of the Option Shares at any time during the term
of this Option by the delivery to the Company, at its principal place of
business, of (i) a written notice of exercise in substantially the form attached
hereto as Exhibit 1, specifying the number of Option Shares being exercised and
signed by the person exercising the Option; and (ii) payment to the Company of
the Exercise Price, defined in Section 3 below, multiplied by the number
of Option Shares being purchased (the “Purchase Price”) in cash or by
certified check.  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 shares of Common Stock purchased.  
  (c)        The Optionee (or his transferee as
permitted pursuant to Section 5 below) shall have no rights as a stockholder
with respect to any Option Shares until the certificates reflecting the Common
Stock accruing to the Optionee upon exercise of the Option are issued to the
Optionee (or his transferee).  The Company shall make no adjustment for any
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distribu­tions or other rights on or with respect to shares of
Common Stock purchased pursuant to the Option for which the record date is prior
to the date of exercise thereof, except as the Plan or this Agreement otherwise
provides.  3.         Exercise Price. 
The Optionee must pay to the Company $______ per share, subject to adjustment as
set forth in Section 6 (the “Exercise Price”), for the Option Shares acquired
pursuant to the exercise of this Option.  4.         Termination of
Option.  (a)        The Option shall terminate on the
date the Optionee ceases to be a member of the Board of Directors of the
Company, a parent or subsidiary, unless Optionee ceases to be a director of the
Company, a subsidiary or parent because of Optionee’s death.  (b)        If Optionee ceases to be a
director of the Company, a subsidiary or parent because of Optionee’s death, the
Option shall terminate on the expiration of one (1) year following Optionee’s
death or, if earlier, the fifth anniversary of the Grant Date.  Upon the expiration of the Option period, this Option and all unexercised rights
granted to Optionee hereunder shall terminate, and thereafter be null and
void.  5.         Restriction on Transfer of
Option.  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
personal representative or any person who has acquired the Option by bequest or
inheritance from the Optionee.  6.         Change in
Capitalization.  In the event of reorganization, recapitalization,
stock split, reverse stock split, stock dividend, combination of shares, merger,
consolidation, acquisition of property or stock, or similar capital adjustment
or other change in the capital structure of the Company (other than the creation
of or an increase in authorized stock or securities of any class of the Company,
or the issuance of stock or securities of any class of the Company or of
securities convertible into such stock), an appropriate adjustment shall be made
by the Plan Administrator, in the number and kind of shares as to which the
Option, or the portion thereof then unexercised, shall be or become exercisable,
to the end that the Optionee’s proportionate interest shall be maintained as
before the occurrence of the event.  The adjustment shall be made without
change in the total price applicable to the unexercised portion of the Option
and with a corresponding adjustment in the Exercise Price.  No fractional
shares shall be issued or optioned in making the adjustment.  All
adjustments made by the Plan Administrator under this Section shall be
conclusive.  No adjustment shall be made on account of the Company’s
payment of cash dividends or with respect to the issuance of shares of Common
Stock for value.  
  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.  In the event of the approval by the stockholders of the Company of a
reorganization, merger or consolidation of the Company, with respect to which
the Company is not the surviving entity, or the sale of all or substantially all
of the assets of the Company, any outstanding but unexercised option shall be
cashed out on the basis of the greater of the excess of the fair market value of
a share of Common Stock over the Exercise Price, or, if applicable, the excess
of the price paid for a share of Common Stock in connection with such
transaction over the Exercise Price multiplied by the number of Option Shares as
to which the option remains unexercised immediately preceding the date of the
transaction.  7.         Special Limitation on
Exercise.  Notwithstanding anything contained herein to the contrary,
no purported exercise of the Option shall be effective without the written
approval of the Company, which may be withheld to the extent that its 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 Company, require the filing of a registration statement with the United
States Securities and Exchange Commission, or with the securities commission of
any state.  The Company shall avail itself of any exemptions from
registration contained in applicable federal and state securities laws which are
reasonably available to the Company on terms which, in its sole and absolute
discretion, it deems reasonable and not unduly burdensome or costly.  The
Optionee shall deliver to the Company, prior to the exercise of the Option, such
information, representations and warranties as the Company may reasonably
request in order for the Company to be able to satisfy itself that the Common
Stock to be acquired pursuant to the exercise of the Option is being acquired in
accordance with the terms of an applicable exemption from the securities
registration requirements of applicable federal and state securities
laws.  8.         Legend on Stock
Certificates.  Certificates evidencing Common Stock to be distributed
pursuant to the Agreement and the Plan shall, to the extent appropriate at the
time, have noted conspicuously on the certificates a legend to the following
effect, which is intended to give all persons full notice of the existence of
the conditions, restrictions, rights and obligations set forth in this
Agreement:  (a)        That the securities evidenced by
the certificate were issued without registration under the Securities Act of
1933, as amended (the “1933 Act”), or under the applicable laws of any state or
states (collectively referred to as the “State Acts”), in reliance upon certain
exemptive provisions of the 1933 Act or any applicable State Acts;  
  (b)        That the securities cannot be sold
or transferred unless, in the opinion of counsel reasonably acceptable to the
Company, the sale or transfer would be:  (1)       
Pursuant to an effective registration statement under the 1933 Act or pursuant
to an available exemption form registration; and  (2)       
A transaction which is exempt under any applicable State Acts or pursuant to an
effective registration statement under or in a transaction which is otherwise in
compliance with the State Acts; and  (c)        That the securities evidenced by
the certificate were issued in accordance with the provisions of the Agreement
and the Plan and are subject to the provisions thereof and may not be sold or
transferred except in compliance with said provisions.  9.         Governing Laws. 
This Agreement shall be construed, administered and enforced according to the
laws of the State of Georgia; provided, however, no option may be exercised
except, in the reasonable judgment of the Company, in compliance with exemptions
under applicable state securities laws of the state in which the Optionee
resides, and/or any other applicable securities laws.  10.        Successors.  This
Agreement shall be binding upon and inure to the benefit of the heirs, legal
representatives, successors and permitted assigns of the parties.  11.       Notice.  Except as otherwise
specified herein, all notices and other communications under this Agreement
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.  12.       Severability.  In the event
that any one or more of the provisions or portion thereof contained in this
Agreement 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 this Agreement, and this Agreement shall be construed as if the
invalid, illegal or unenforceable provision or portion thereof had never been
contained herein.  13.       Entire Agreement.  Subject
to the terms and conditions of the Plan, this Agreement expresses the entire
understanding and agreement of the parties.  This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original but all
of which shall constitute one and the same instrument.  14.       Violation.  Any transfer,
pledge, sale, assignment, or hypothecation of the Option or any portion thereof
shall be a violation of the terms of this Agreement and shall be void and
without effect.  
  15.       Headings.  Paragraph
headings used herein are for convenience of reference only and shall not be
considered in construing this Agreement.  16.      Specific Performance.  In the
event of any actual or threatened default in, or breach of, any of the terms,
conditions and provisions of this Agreement, 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.  17.      No Retention Rights Created. 
Neither the establishment of the Plan nor the grant of the Option hereunder
shall be construed as giving the Optionee the right to continued service upon
the Board of Directors of the Company, a subsidiary or parent.   IN WITNESS WHEREOF, the parties have executed and sealed this Agreement on the
day and year first set forth above.  HABERSHAM BANCORPBy:Title:ATTEST:Title:[CORPORATE
      SEAL]OPTIONEE(SEAL)