Exhibit 10.1


    
      

    

    Exhibit
      10.1

    


    AMENDMENTS
      TO WARRANT AGREEMENTS

    


    


    On
      November 22, 2005, each of the warrant holders listed below entered into an
      amendment to his or her warrant agreement dated September 19, 2003. The
      amendment was identical for each holder, and its form is attached. The warrant
      holder signatories are:

    


    
      	 	
              Phil
                Baldwin

            


    

    
      	 	
              Thomas
                E. Boland

            


    

    
      	 	
              Richard
                E. Eason, Sr.

            


    

    
      	 	
              Charles
                E. Hoff

            


    

    
      	 	
              Ramzan
                Karimi

            


    

    
      	 	
              Barbara
                H. Lebow

            


    

    
      	 	
              Victor
                C. Smith

            


    

    
      	 	
              Benjamin
                H. Schnell

            


    

    
      	 	
              James
                R. Williams

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    AMENDMENT
      TO WARRANT AGREEMENT

    


    This
      Amendment is made effective November 22, 2005 by and between Neighbors
      Bancshares, Inc., a Georgia corporation (the “Corporation”) and _______________
      (the “Warrant Holder”). 

    


    INTRODUCTION

    


    The
      Corporation and the Warrant Holder are parties to a Warrant Agreement dated
      September 19, 2003 (the “Warrant Agreement”). The parties now desire to amend
      the Warrant Agreement to permit the Corporation to terminate the Warrant under
      the circumstances provided herein in exchange for a payment as provided
      herein.

    


    NOW,
      THEREFORE, in consideration of these premises, the receipt and sufficiency
      of
      which is hereby acknowledged, the parties to this Agreement agree that Section
      8
      of the Warrant Agreement is amended by adding the following to the end of such
      Section:

    


    “Notwithstanding
      the foregoing, in the event of a reorganization, reclassification, consolidation
      or merger of the Corporation, the Board of Directors of the Corporation in
      its
      sole discretion may also terminate the Warrant in consideration of a payment
      in
      cash and/or in property to the Warrant Holder of the excess of the value of
      the
      net consideration per share of Common Stock to be paid to the Company
      stockholders in connection with such transaction, times the number of shares
      of
      Common Stock subject to the unexercised portion of the Warrant, over the
      aggregate Purchase Price for such number of shares.” 

    


    Except
      as
      specifically amended hereby, the Warrant Agreement shall remain in full force
      and effect as prior to this Amendment.

    


    IN
      WITNESS THEREOF, the Corporation and the Warrant Holder have executed this
      Amendment as of the day and year first above written.

    


    
      	 	
              NEIGHBORS
                BANCSHARES, INC.

            
	 	 
	 	
              By:
                /s/ James R. Williams

            
	 	 
	 	
              Title:
                Chairman

            
	 	 
	 	
              WARRANT
                HOLDER

            
	 	 
	 	
                   

            
	 	 	 
	 	
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