The Warrants evidenced by this certificate have been issued or sold in reliance
on exemptions from registration under the Securities Act of 1933 and applicable
state securities laws and may not be sold or transferred except in a transaction
which is exempt under such Act and state laws or pursuant to an effective
registration statement under such Act and state laws.


                               The Bank of Georgia

                             STOCK WARRANT AGREEMENT

February 18, 2000                                                    [Shares]

         Warrants (the "Warrants") to purchase one share of common stock of The
Bank of Georgia, a Georgia State chartered bank (the "Bank"), for each share of
common stock purchased in the offering by [Name] (the "Warrant Holder"), are
hereby granted to the Warrant Holder in consideration of the financial risk
associated with Warrant Holder's investment in the Bank during its
organizational stage and the time, expertise, and continuing involvement of the
Warrant Holder in the management of the Bank. Such Warrants are granted on the
following terms and conditions:

         1. Exercise of Warrants. One-third of the shares (the "Shares") subject
to the Warrants granted in this Agreement shall vest on each of the first three
anniversaries of the date of the Bank's incorporation (the "Incorporation
Date"). Exercise of the Warrants is subject to the following:

              (a) Exercise Price. The exercise price (the "Exercise Price")
                  shall be $10.00 per Share, subject to adjustment pursuant to
                  Section 2 below.

              (b) Expiration of Warrant Term. The Warrants will expire at
                  5:00 p.m. Eastern Standard Time on the tenth anniversary of
                  the Incorporation Date, and may not be exercised thereafter
                  (the "Expiration Date").

              (c) Payment. The purchase price for Shares as to which the
                  Warrants are being exercised shall be paid in cash, by wire
                  transfer, by certified or bank cashier's check, or by personal
                  check drawn on funds on deposit with the Bank.

              (d) Method of Exercise. The Warrants shall be exercisable by a
                  written notice delivered to the President or Secretary of the
                  Bank which shall:

                       (i) State the owner's election to exercise the
                           Warrants, the number of Shares with respect to which
                           it is being exercised, the person in whose name the
                           stock certificate for such Shares is to be
                           registered, and such person's address and tax
                           identification number (or, if more than one, the
                           names, addresses and tax identification numbers of
                           such persons);

                      (ii) Be signed by the person or persons entitled to
                           exercise the Warrants and, if the Warrants are being
                           exercised by any person or persons other than the

<PAGE>

                           original holder thereof, be accompanied by proof
                           satisfactory to counsel for the Bank of the right of
                           such person or persons to exercise the Warrants; and

                     (iii) Be accompanied by the originally executed copy
                           of this Stock Warrant Agreement.

              (e) 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 Shares subject to this Stock Warrant
                  Agreement after such partial exercise, or it shall
                  conspicuously note hereon the date and number of Shares
                  purchased pursuant to such exercise and the number of Shares
                  remaining covered by this Stock Warrant Agreement.

              (f) 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 or banking laws or other law or regulation or
                  (ii) unless the Bank or the holder hereof, as applicable,
                  obtains any approval or other clearance which the Bank
                  determines to be necessary or advisable from the Georgia
                  Department of Banking and Finance, the Federal Reserve Board,
                  the Federal Deposit Insurance Corporation or any other state
                  or federal banking regulatory agency with regulatory authority
                  over the operation of the Bank (collectively the "Regulatory
                  Agencies"). The Bank may require representations and
                  warranties from the Warranty Holder as required to comply with
                  applicable laws or regulations, including the Securities Act
                  of 1933 and state securities laws.

         2. Restriction on Warrant Holders. Warrants may only be granted to
persons named as incorporating directors of the Bank in the original Articles of
Incorporation, except that Rick A. Duncan, who was not listed as an
incorporating director in the original Articles of Incorporation, may be granted
Warrants as well.

         3. Limitation on Number of Warrants. Any Warrants granted to Warrant
Holder may not result in the Warrant Holder (including shares owned by the
Warrant Holder's spouse and minor children) owning more than 20% of the
outstanding stock of the Bank, unless the Georgia Department of Banking and
Finance has approved the Warrant Holder owning more than 20% of the outstanding
stock of the Bank in the Bank's charter application.

         4. Anti-Dilution; Merger. If, prior to the exercise of Warrants
hereunder, the Bank (i) declares, makes or issues, or fixes a record date for
the determination of holders of common stock entitled to receive, a dividend or
other distribution payable on the Shares in shares of its capital stock, (ii)
subdivides the outstanding Shares, (iii) combines the outstanding Shares, (iv)
issues any shares of its capital stock by reclassification of the Shares,
capital reorganization or otherwise (including any such reclassification or
reorganization in connection with a consolidation or merger or and sale of all
or substantially all of the Bank's assets to any person), then 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

                                       2

<PAGE>

entitled to receive by virtue of such dividend, distribution, subdivision,
combination, reclassification, reorganization, consideration, merger or sale.

         5. Valid Issuance of Common Stock. The Bank possesses the full
authority and legal right to issue, sell, transfer, and assign this Warrant and
the Shares issuable pursuant to this Warrant. The issuance of this Warrant vests
in the holder the entire legal and beneficial interests in this Warrant, free
and clear of any liens, claims, and encumbrances and subject to no legal or
equitable restrictions of any kind except as described herein. The Shares that
are issuable upon exercise of this Warrant, when issued, sold and delivered in
accordance with the terms of this Agreement for the consideration expressed
herein, will be duly and validly issued, fully paid, and non-assessable, and
will be free of restrictions on transfer other than restrictions under
applicable state and federal securities.

         6. Compliance with Securities Laws. This Agreement and the Warrants
represented hereby were issued in reliance on an exemption from registration
under the Securities Act of 1933 (the "Act") for financial institutions, and
other applicable exemptions under state securities laws. The Bank's reliance on
such exemption is predicated in part on the Warrant Holder's representations set
forth herein. Warrant Holder understands that the Warrants and the Shares
issuable upon exercise of the Warrants may not be sold, transferred or otherwise
disposed of without registration under the Securities Act of 1933, or an
exemption therefrom, and that in the absence of an effective registration
statement covering such shares or an available exemption from registration under
the Securities Act, such Shares must be held indefinitely.

         7. Restrictions on Transferability. This theAgreement and the Warrants
may not be assigned, transferred (except as provided above), 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 these
Warrants contrary to the provisions hereof shall be without legal effect. The
Shares issuable on exercise of the Warrants may not be assigned or transferred
by the Warrant Holder without the Bank's prior written consent and, if so
requested by the Bank, 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 and
applicable state securities laws.

         8. Restrictive Legend. Each certificate for Shares issued upon exercise
of the Warrant shall bear a legend stating that they have not been registered
under the Securities Act of 1933 or any state securities laws and referring to
the restrictions on transferability and sale herein.

         9. Mandatory Exercise; Termination.

              (a) Warrant Holder shall exercise all of Warrant Holder's then
                  exercisable Warrants within 120 days of the date that Warrant
                  Holder ceases to serve the Bank as an executive officer,
                  employee, or director. Warrant Holder agrees to exercise any
                  Warrants that are not exercisable on the date in which Warrant
                  Holder ceases to serve the Bank within 120 days of the date
                  that those Warrants become exercisable.

                                       3
<PAGE>


              (b) The Bank may be required to increase its capital to meet
                  capital requirements imposed by statute, rule, regulation, or
                  guideline. In order to achieve such capital increase, the
                  Regulatory Agencies may direct the Bank to require the Warrant
                  Holders to either (i) exercise all part of their Warrants or
                  (ii) allow the Warrants to be terminated. If the Regulatory
                  Agencies so direct the Bank, then the Warrant Holder must
                  exercise or forfeit the Warrants as set forth below.

              (c) When the Bank is required to increase its capital as
                  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 agreements substantially similar to this one
                  are required by the Bank to be exercised or cancelled, the
                  Number for the Warrant Holder shall reflect a proportionate
                  allocation based on the number of Shares subject to this
                  Agreement as compared to the total number of 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"); (iii) specifying the Exercise Price for the
                  Shares to be purchased pursuant to the Warrants (such Exercise
                  Price not to be less than current book value per share); and
                  (iv) stating that the failure of the Warrant holder to
                  exercise the Warrants shall result in their automatic
                  termination.

              (d) If the Warrant holder does not exercise the Warrants
                  pursuant to the terms of the Notice, this 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 Agreement to the Bank for
                  cancellation. If the Number is less than the total number of
                  Shares that are then subject to exercise under this Agreement,
                  the Bank shall issue a new Stock Warrant Agreement in
                  compliance with Section 1(e) hereof.

         10. Covenants of the Bank. During the term of the Warrants, the Bank
shall:


              (a) at all times authorize, reserve and keep available, solely
                  for issuance upon exercise of this Warrant, sufficient shares
                  of common stock from time to time issuable upon exercise of
                  this Warrant;

              (b) on receipt of evidence reasonably satisfactory to the Bank
                  of the loss, theft, destruction or mutilation of this Warrant
                  and, in the case of loss, theft, or destruction, on delivery
                  of any indemnity agreement or bond reasonably satisfactory in
                  form and amount to the Bank or, in the case of mutilation, on
                  surrender and cancellation of this Warrant, at its expense
                  execute and deliver, in lieu of this Warrant, a new Warrant of
                  like tenor; and

              (c) on surrender for exchange of this Warrant or any Warrant
                  substituted therefor pursuant hereto, properly endorsed, to
                  the Bank, at its expense, issue and deliver to or on the order
                  of the holder thereof a new Warrant or Warrants of like tenor,
                  in the name of such holder or as such holder (on payment by
                  such holder of any applicable transfer taxes) may direct,
                  calling in the aggregate on the face or faces
                                       4

<PAGE>

                  thereof for the issuances of the number of shares of common
                  stock issuable pursuant to the terms of the Warrant or
                  Warrants so surrendered.


         11. No Dilution or Impairment. The Bank shall not amend its Certificate
of Incorporation or participate in any reorganization, transfer of assets,
consolidation, merger, dissolution, issuance or sale of securities or any other
voluntary action for the purpose of avoiding or seeking to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Bank, but will at all times in good faith assist in carrying out all such action
as may be reasonably necessary in order to protect the exercise rights of the
holder against improper dilution or other impairment.


         12. Amendment. Neither this Agreement nor the rights granted hereunder
may be amended, changed or waived except in writing signed by each party hereto.


         IN WITNESS WHEREOF, the Bank has executed and the holder has accepted
this Stock Warrant Agreement as of the date and year first above written.


                                      THE BANK OF GEORGIA


                                      By:
                                         ---------------------------------------
                                              President
(CORPORATE SEAL)
                                      Attest:
                                             -----------------------------------
                                              Secretary

                                      WARRANT HOLDER:

                                      By:
                                         ---------------------------------------
                                               Signature

                                              Print Name
                                      ------------------------------------------