Exhibit 4.4 to the Form 10-K for year ended 1999


                             FIRST AMENDMENT TO THE
                                 EBANK.COM, INC.
                            1998 STOCK INCENTIVE PLAN

         WHEREAS,  the  Board  of  Directors  of  ebank.com,   Inc.,  a  Georgia
corporation (the "Company")  approved the 1998 Stock Incentive Plan (the "Plan")
on  September  1, 1998,  the Office of Thrift  Supervision  approved the Plan on
January 25, 1999, and the  shareholders of the Company  approved the Plan on May
3, 1999; and

         WHEREAS,  effective September 20, 1999, the Board of Directors approved
the following amendment to the Plan;

         NOW, THEREFORE, the Plan is hereby amended as follows:

         1.       Amendment.

                  a. The first  paragraph  of Section 5.1 of the Plan is amended
to read as follows:

                  5.1  Limitations.  The  maximum  number of shares  that may be
         issued  hereunder  shall  initially  be  220,000.  The  amount of Stock
         subject to the Plan shall be  increased  as of  September  20, 1999 and
         thereafter  shall  automatically  be  increased  each time the  Company
         issues  additional  shares of Stock so that the total  number of shares
         issuable hereunder shall at all times equal 15% of the then outstanding
         shares of Stock,  unless  in any case the Board of  Directors  adopts a
         resolution providing that the number of shares issuable under this Plan
         shall not be so increased. If for any reason the total number of shares
         issuable under this Plan exceeds 15% of the then outstanding  shares of
         Stock at any time prior to August 17,  2001 (the third  anniversary  of
         the  commencement of operations of Commerce  Bank),  then the number of
         shares issuable under this Plan shall automatically be reduced to equal
         15% of the then outstanding shares of Stock (but only to the extent the
         shares are not issuable  pursuant to outstanding  Options),  unless the
         Company  obtains  approval from the Office of Thrift  Supervision  that
         such a reduction is not required.  Notwithstanding the above, the total
         number of shares of Stock issuable  pursuant to Incentive Stock Options
         may not be  increased  to more than  220,000  (other  than  pursuant to
         antidilution  adjustments) without shareholder  approval.  In addition,
         the number of shares that may be issued  hereunder  shall be subject to
         any antidilution  adjustment  pursuant to the provisions of Section 5.2
         hereof. Any or all shares of Stock subject to the Plan may be issued in
         any  combination  of Incentive  Stock  Options or  non-Incentive  Stock
         Options.  Shares  subject  to an Option  may be either  authorized  and
         unissued shares or shares issued and later acquired by the Company. The
         shares  covered  by any  unexercised  portion  of an  Option  that  has
         terminated  for  any  reason  (except  as set  forth  in the  following
         paragraph)  may again be optioned under the Plan, and such shares


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         shall not be  considered as having been optioned or issued in computing
         the number of shares of Stock remaining available for option hereunder.

                  b. The first  paragraph  of Section  8.1 is amended to read as
follows:

                  8.1 Termination and Amendment. The Board may at any time amend
         or terminate the Plan;  provided,  however,  that the Board (unless its
         actions are  approved or  ratified by the  shareholders  of the Company
         within  twelve  months of the date that the Board  amends the Plan) may
         not amend the Plan to:

         2. Approval.  Except as hereinabove  amended and modified,  the Plan is
approved, ratified, and affirmed without further modification or amendment.

         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Amendment  to be
executed as of September 20, 1999, in accordance with the authority  provided by
the Board of Directors.

                                                ebank.com, Inc.


                                                By:/s/ Richard A. Parlontieri

                                                Title: President