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                                                                    EXHIBIT 10.2


THE WARRANTS EVIDENCED BY THIS WARRANT AGREEMENT AND THE SHARES PURCHASABLE
HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE
SECURITIES LAWS AND MAY NOT BE TRANSFERRED, NOR WILL ANY ASSIGNEE OR ENDORSEE
HEREOF BE RECOGNIZED AS AN OWNER HEREOF BY THE BANK FOR ANY PURPOSE, UNLESS AN
EXEMPTION OR A REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES
ACT OF 1933 AND SUCH STATE SECURITIES LAWS SHALL BE ESTABLISHED TO THE
SATISFACTION OF THE BANK.


                             GWINNETT COMMUNITY BANK

                             STOCK WARRANT AGREEMENT

                                                                          , 1999
                                                               -----------
                                                                 Duluth, Georgia
                                                                          Shares
                                                                 ---------

         Warrants to purchase ______ shares of common stock (the "Shares") of
GWINNETT COMMUNITY BANK, a Georgia banking corporation (the "Bank"), are hereby
granted to _____________________________ (the "Warrant Holder") at the price
determined as herein provided, subject to the following terms and conditions:

         1.       EXERCISE PRICE. The exercise price per Share subject to the
warrants granted in this agreement (the "Warrants") shall be $10.00 (the
"Exercise Price").

         2.       EXERCISE OF WARRANTS. The Warrants may be exercised in whole
or in part at any time after vesting of the Warrants as provided herein but
before the Expiration Date as defined below, subject to Section 4 and the
following conditions:

                  (A)      VESTING OF WARRANTS. The Warrants shall vest annually
         in three equal installments beginning on the first anniversary of the
         Bank's opening for business and ending on the third anniversary of the
         Bank's opening for business.

                  (B)      EXPIRATION OF WARRANT TERM. The Warrants will expire
         on the earlier of 60 days after the termination of the Warrant Holder's
         service as a director, officer or employee of the Bank or the tenth
         anniversary of the Bank's opening for business (the "Expiration Date").

                  (C)      METHOD OF EXERCISE. The Warrants shall be exercisable
                           by a written notice delivered to the Secretary of the
                           Bank which shall:

                           (i)      State the owner's election to exercise the
                  Warrants, the number of Shares with respect to which warrants
                  are being exercised, his address and Social Security Number;

                           (ii)     Contain such representations and agreements
                  as to the holder's investment intent with respect to such
                  Shares as may be required by the Bank's counsel;

                           (iii)    Be signed by the owner; and

                           (iv)     Be in writing and be accompanied by this
                  Stock Warrant Agreement.


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                  (D)      PAYMENT. Payment of the purchase price of any Shares
         with respect to which the Warrants are being exercised shall be by
         certified or bank cashier's check, or by personal check drawn on funds
         on deposit with the Bank.

                  (E)      REGISTRATION. The certificate or certificates for
         Shares as to which the Warrants are being exercised shall be registered
         in the name of the owner.

                  (F)      PARTIAL EXERCISE. In the event of a partial exercise
         of the Warrants, the Bank shall either issue a new agreement for the
         balance of the stock subject to this Stock Warrant Agreement after such
         partial exercise, or it shall conspicuously note hereon the date and
         number of Shares granted pursuant to such exercise and the number of
         Shares thereafter covered by this Stock Warrant Agreement.

                  (G)      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
         law or other law or regulation or (ii) unless the Bank (or any
         successor) or the holder hereof, as applicable, obtains any approval or
         other clearance from any federal or state governmental agency or body
         which the Bank determines to be necessary or advisable, including,
         without limitation, any applicable state or federal banking regulatory
         agency. As a condition to the exercise of the Warrants, the Bank may
         require the person exercising the Warrant to make any representation or
         warranty to the Bank as may be required to comply with any applicable
         law or regulation, including without limitation the Securities Act of
         1933, the Georgia Securities Act of 1973 and any other applicable state
         securities law.

         3.       MERGER; DILUTION. In the event that the number of outstanding
Shares shall be changed into or exchanged for a different number of Shares or
class of stock of the Bank, or if the stock of another corporation shall be
issued in exchange for the Shares, by reason of a merger, consolidation,
recapitalization, reclassification, stock split, stock dividend or otherwise,
then the total number of Shares subject to the Warrants or the price payable for
Shares under the Warrants shall be adjusted as follows:

                  (a)      In case the Bank shall at any time after the date of
         this agreement (i) declare a dividend on the Shares in shares of its
         capital stock, (ii) subdivide the outstanding Shares, (iii) combine the
         outstanding Shares into a smaller number of Shares, or (iv) issue any
         shares of its capital stock by reclassification of the Shares
         (including any such reclassification in connection with a consolidation
         or merger in which the Bank is the continuing corporation), 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,
         subdivision, combination or reclassification. Such adjustment shall be
         made successively whenever any event listed above shall occur.

                  (b)      In case the Bank shall issue rights or warrants to
         all holders of Shares entitling them (for a period expiring within 45
         days after the record date for the determination of shareholders
         entitled to receive such rights or warrants) to subscribe for or
         purchase Shares (or securities convertible into Shares) at a price per
         Share (or having a conversion price per Share, if a security
         convertible into Shares) less than the current market price per Share
         (as defined in


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         subsection (d)) on such record date, the Exercise Price shall be
         adjusted by multiplying the Exercise Price in effect immediately prior
         to such record date by a fraction, the numerator of which shall be the
         number of Shares outstanding on such record date plus the number of
         Shares which the aggregate offering price of the total number of Shares
         so to be offered (or the aggregate initial conversion price of the
         convertible securities so to be offered) would purchase at such current
         market price and the denominator of which shall be the number of Shares
         outstanding on such record date plus the number of additional Shares to
         be offered for subscription of purchase (or into which the convertible
         securities so to be offered are initially convertible). Such adjustment
         shall become effective at the close of business on such record date;
         however, to the extent that Shares (or securities convertible into
         Shares) are not delivered after the expiration of such rights or
         warrants, the Exercise Price shall be readjusted (but only with respect
         to Warrants exercised after such expiration) to the Exercise Price
         which would then be in effect had the adjustments made upon the
         issuance of such rights or warrants been made upon the basis of
         delivery of only the number of Shares (or securities convertible into
         Shares) actually issued. In case any subscription price may be paid in
         a consideration part or all of which shall be in a form other than
         cash, the value of such consideration shall be as determined in good
         faith by the Board of Directors of the Bank. Shares owned by or held
         for the account of the Bank or any majority-owned subsidiary shall not
         be deemed outstanding for the purpose of any such computation.

                  (c)      In case the Bank shall distribute to all holders of
         Shares (including any such distribution made in connection with a
         consolidation or merger in which the Bank is the continuing
         corporation) evidences of its indebtedness or assets (other than cash
         dividends or distributions and dividends payable in Shares) or
         subscription rights or warrants (excluding those referred to in
         subsection (b)), the Exercise Price shall be adjusted by multiplying
         the Exercise Price in effect immediately prior to the record date for
         the determination of shareholders entitled to receive such distribution
         by a fraction, the numerator of which shall be the current market price
         per Share (as defined in subsection (d)) on such record date, less the
         fair market value (as determined by the Board of Directors of the Bank,
         whose determination shall be conclusive; provided, however, that the
         fair market value of such evidence of indebtedness, asset, subscription
         right or warrant that is to be distributed per Share shall not equal or
         exceed the current market price per Share) the evidences of
         indebtedness or assets so to be distributed or for such subscription
         rights or warrants applicable to one Share, and the denominator of
         which shall be such current market price per Share.

                  (d)      For the purposes of any computation hereunder, the
         current market price per Share shall be as determined by the Board of
         Directors of the Bank as of the date indicated.

                  (e)      No adjustment in the Exercise Price shall be required
         if the amount of such adjustment shall be less than twenty-five cents
         per Share; provided, however, that any adjustments which by reason of
         this subsection (e) are not required to be made shall be carried
         forward and taken into account in any subsequent adjustment. All
         calculations hereunder shall be made to the nearest cent or to the
         nearest one-hundredth of a share, as the case may be.

                  (f)      In any case in which this Stock Warrant Agreement
         shall require that an adjustment in the Exercise Price be made
         effective as of a record date for a specified event, the Bank may elect
         to defer until the occurrence of such event issuing to the holder of
         any Warrant exercised after such record date the Shares, if any,
         issuable upon such exercise over and above the Shares, if any, issuable
         upon such exercise on the basis of the Exercise Price in effect prior
         to such adjustment; provided, however, that the Bank shall deliver to
         such holder a due bill or other appropriate instrument evidencing such
         holder's right to receive such additional Shares upon the occurrence of
         the event requiring such adjustment.


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                  (g)      Unless the Bank shall have exercised its election as
         provided in subsection (h) upon each adjustment of the Exercise Price
         as a result of the calculations made in subsections (a), (b) or (c)
         hereunder, each Warrant outstanding prior to the making of the
         adjustment in the Exercise Price shall thereafter evidence the right to
         purchase, at the adjusted Exercise Price, that number of Shares
         (calculated to the nearest hundredth) obtained by: (A) multiplying the
         number of Shares purchasable upon exercise of a Warrant prior to
         adjustment of the number of Shares, by the Exercise Price in effect
         prior to adjustment of the Exercise Price; and (B) dividing the product
         so obtained by the Exercise Price in effect after such adjustment of
         the Exercise Price.

                  (h)      The Bank may elect on or after the date of any
         adjustments of the Exercise Price to adjust the number of Warrants, in
         substitution for any adjustment in the number of Shares purchasable
         upon the exercise of a Warrant as provided in subsection (g). Each of
         the Warrants outstanding after such adjustment of the number of
         Warrants shall be exercisable for one Share. Each Warrant held of
         record prior to such adjustment of the number of Warrants shall become
         that number of Warrants (calculated to the nearest hundredth) obtained
         by dividing the Exercise Price in effect prior to adjustment of the
         Exercise Price by the Exercise Price in effect after adjustment of the
         Exercise Price. The Bank shall notify the holders of Warrants of its
         election to adjust the number of Warrants indicating the record date
         for the adjustment, and, if known at the time, the amount of the
         adjustment to be made. This record date may be the date on which the
         Exercise Price is adjusted or any day thereafter, but shall be at least
         10 days later than the date of the notice. Upon each adjustment of the
         number of Warrants pursuant to this subsection (h) the Bank shall, as
         promptly as practicable, cause to be distributed to holders of record
         of Warrants on such record date, Warrant agreements evidencing the
         additional Warrants to which such holders shall be entitled as a result
         of such adjustment, or, at the option of the Bank, shall cause to be
         distributed to such holders of record in substitution and replacement
         for the Warrant agreements held by such holders prior to the date of
         adjustment, and upon surrender thereof, if required by the Bank, new
         Warrant agreements evidencing all the Warrants to which such holders
         shall be entitled after such adjustment.

                  (i)      In case of any capital reorganization of the Bank, or
         of any reclassification of the Shares (other than a reclassification of
         the Shares referred to in subsection (a)) or in case of the
         consolidation of the Bank with any other corporation or the sale of the
         properties and assets of the Bank as, or substantially as, an entirety
         to any other corporation or entity, each Warrant shall after such
         capital reorganization, reclassification of Shares, consolidation,
         merger or sale be exercisable, upon the terms and conditions specified
         in this agreement, for the number of Shares of stock or other
         securities, assets or cash to which a holder of the number of Shares
         purchasable (at the time of such capital reorganization,
         reclassification of Shares, consolidation, merger or sale) upon
         exercise of such Warrant would have been entitled upon such capital
         reorganization, reclassification of Shares, consolidation, merger or
         sale; and in any such case, if necessary, the provisions set forth
         hereunder with respect to the rights and interests thereafter of the
         holders of the Warrants shall be appropriately adjusted so as to be
         applicable, as nearly as may reasonably be, to any Shares of stock or
         other securities, assets or cash thereafter deliverable on the exercise
         of the Warrants. The subdivision or combination of Shares at any time
         outstanding into a greater or lesser number of Shares shall not be
         deemed to be a reclassification of the Shares for the purposes of this
         paragraph. The Bank shall not effect any such consolidation, merger or
         sale, unless prior to or simultaneously with the consummation thereof
         the successor corporation (of other than the Bank) resulting from such
         consolidation or merger or the corporation purchasing such assets or
         other appropriate corporation or entity shall assume the obligation to
         deliver to the holder of each Warrant such shares of stock, securities,
         assets or cash as, in accordance with the foregoing provisions, such
         holders may be entitled to purchase and the other obligations under
         this Stock Warrant Agreement.


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         4.       MANDATORY EXERCISE; TERMINATION.

         (a)      If the Bank is required by its primary state or federal
regulator, due to its failure to meet capital requirements imposed upon the
Bank, to increase its capital, then pursuant to the procedures in subsections
(b) and (c) below, the Warrant Holder shall have the option of either (i)
exercising all or such part of the Warrants as designated by the Bank pursuant
to subsection (b) below or (ii) allowing the Warrants to be automatically
terminated pursuant to subsection (c) below.

         (b)      When the Bank is required to increase its capital described in
subsection (a) above, the Bank 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 Bank under stock warrant
agreements substantially similar to this Stock Warrant Agreement are required by
the Bank, pursuant to similar notice, to be so exercised, the Bank shall specify
a number of Shares relating to the Warrants that reflects the proportionate
number of Shares subject to the Warrants in comparison to all of the 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"); and (iii) stating that the
failure of the Warrant holder to exercise the Warrants shall result in the
automatic termination of the Warrants.

         (c)      Regardless of whether all or less than all of the number of
Shares relating to the Warrants are specified in the Notice, if the Warrant
Holder does not exercise the Warrants with respect to at least the number of
shares specified in, and otherwise pursuant to the terms of, the Notice, the
Stock Warrant Agreement shall be automatically terminated on the Deadline,
without further act or action by the Warrant Holder or the Bank, and the Warrant
Holder shall deliver this Stock Warrant Agreement to the Bank for cancellation.
If the Number is less than the total number of Shares that are then subject to
exercise under the Warrants and the Warrant Holder exercises the Warrants
pursuant to the terms of the Notice, the Bank shall comply with Section 2(e)
hereof.

         5.       RESTRICTIONS ON TRANSFERABILITY OF COMMON STOCK; COMPLIANCE
                  WITH THE SECURITIES ACT OF 1933.

         (a)      The Common Stock issued upon exercise of the Warrant shall not
be transferable except upon the conditions hereinafter specified, which
conditions are intended to insure compliance with the provisions of the
Securities Act of 1933 (or any similar federal statute at the time in effect)
and applicable state securities or blue sky laws in respect of the transfer of
the Common Stock.

         (b)      Each certificate for shares of Common Stock issued upon
exercise of the Warrant shall bear a legend reading substantially as follows:

         THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
         REGISTERED UNDER (A) THE GEORGIA SECURITIES ACT OF 1973 (THE "GEORGIA
         ACT"), (B) ANY OTHER STATE SECURITIES LAW OR (C) THE FEDERAL SECURITIES
         ACT OF 1933 (THE "FEDERAL ACT"). NO SUCH SECURITIES OR ANY PART THEREOF
         MAY BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR
         TRANSFERRED EXCEPT (1) IN A TRANSACTION WHICH IS EXEMPT FROM
         REGISTRATION UNDER THE GEORGIA ACT, ANY OTHER APPLICABLE STATE
         SECURITIES LAW, AND THE FEDERAL ACT, OR (2) PURSUANT TO AN EFFECTIVE
         REGISTRATION


                                       5


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         STATEMENT UNDER THE GEORGIA ACT, ANY OTHER APPLICABLE STATE SECURITIES
         LAW, AND THE FEDERAL ACT, OR (3) IN A TRANSACTION WHICH, IN THE OPINION
         OF COUNSEL SATISFACTORY TO THE BANK'S COUNSEL, IS OTHERWISE IN
         COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW AND THE FEDERAL
         ACT.

         (c)      The Warrant Holder acknowledges that he has no right to
require the Bank or any other person or entity to (i) register under the
Securities Act of 1933 or any state securities or blue sky law any shares of
Common Stock issued upon exercise of these Warrants, or (ii) satisfy the
conditions of Rule 144 or any other rule or provision with respect to the public
sale of such Common Stock.

         6.       TRANSFER AND ASSIGNMENT. This Warrant Agreement and all rights
hereunder are neither assignable nor transferable by the Warrant Holder without
the Bank's prior written consent and the delivery by the Warrant Holder to the
Bank of an opinion of counsel in form and substance satisfactory to the Bank
stating that such transfer or assignment is in compliance with the Securities
Act of 1933, the Georgia Securities Act of 1973, and any other applicable state
securities law. More particularly, but without limiting the generality of the
foregoing, these Warrants may not be assigned, transferred (except as
aforesaid), 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 the Warrant or this Warrant Agreement contrary to the provisions hereof shall
be without legal effect.

         7.       STOCK WARRANT PLAN. The Warrants granted under this Stock
Warrant Agreement have been granted in consideration of the payment of the sum
of $10.00 per investment unit. The investment unit consists of one Share and a
Warrant to purchase one Share. The Bank has allocated the purchase price of the
investment unit as follows: $10.00 for each Share and $0 for each Warrant to
purchase one Share.


                                          GWINNETT COMMUNITY BANK


                                          BY:
                                             -----------------------------------
                                             [Name], President


                                          ATTEST:
                                                 -------------------------------
                                                 [Name], Secretary

                                                 (BANK SEAL)


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