GEORGIA BANCSHARES, INC.

                   SECOND AMENDMENT TO STOCK WARRANT AGREEMENT


         THIS 2ND AMENDMENT TO STOCK WARRANT AGREEMENT (this "Amendment") is
entered into as of this ______ day of ____________, 2001, between The Bank of
Georgia, a Georgia state chartered bank (the "Bank"), _________________________
(the "Warrant Holder"), and Georgia Bancshares, Inc. (the "Holding Company").

         WHEREAS, the Bank entered into that certain Stock Warrant Agreement
with Warrant Holder dated ________________ (the "Warrant Agreement"); and

         WHEREAS, subject to certain conditions contained therein, the Warrant
Agreement granted to the Warrant Holder warrants to purchase up to _________
shares of the Bank's common stock for $10.00 per share (the "Shares"); and

         WHEREAS, on May 18, 2001, the Bank and the Holding Company consummated
the reorganization of the bank into a holding company structure pursuant to that
certain Reorganization Agreement and Plan of Share Exchange dated March 10, 2001
in which the Bank became a wholly-owned subsidiary of the Holding Company and
all existing shareholders of the Bank became shareholders of the Holding
Company; and

         WHEREAS, pursuant to resolutions dated August 16, 2001, the Board of
Directors of the Holding Company authorized a 5 for 4 stock split of the
outstanding shares of common stock of the Holding Company by means of a share
dividend pursuant to Section 14-2-623 of the Code (the "Share Dividend");

         WHEREAS, the Bank, the Warrant Holder, and the Holding Company desire
to amend the Warrant Agreement to provide that the Warrant Holders may exercise
the Warrants to purchase shares of the Holding Company common stock rather than
the Bank common stock, and to proportionally adjust the Shares to reflect the
Share Dividend.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the Bank, the Warrant Holder, and the Holding Company agree to modify
and amend the Warrant Agreement as follows:

1.       The Introductory  Paragraph of the Warrant  Agreement  is deleted in
         its entirety and replaced  with the following:

         Warrants (the "Warrants") to purchase one share of common stock of
Georgia Bancshares, Inc., a Georgia corporation (the "Company"), for each share
of common stock purchased in the initial public offering of The Bank of Georgia
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 of Georgia during its organizational stage and the time, expertise,
and continuing involvement of the Warrant Holder in the management of The Bank
of Georgia and Georgia Bancshares, Inc. Such Warrants are granted on the
following terms and conditions:



2.       Section 1(a) of the Warrant Agreement is deleted in its entirety and
         replaced with the following:

         (a)      Exercise Price.  The exercise price (the "Exercise  Price")
         shall be $8.00 per Share,  subject to adjustment pursuant to Section 2
         below.

3.       Pursuant to Section 4 of the Warrant  Agreement,  the number of Shares
         is  adjusted  from  _______________  shares to ______________ shares to
         reflect the Share Dividend.

4.       All other terms of the Warrant Agreement shall remain in full force and
         effect.



         IN WITNESS WHEREOF, the Bank, the Warrant Holder, and Georgia
Bancshares, Inc. have caused this Amendment to be executed as of the day and
year first above written.

                                        THE BANK OF GEORGIA

                                        By:
                                            ------------------------------------
                                              Name:
                                                   -----------------------------
                                              Title:
                                                    ----------------------------

                                        WARRANT HOLDER

                                         By:
                                            ------------------------------------
                                             Name:
                                                  ------------------------------

                                        GEORGIA BANCSHARES, INC.

                                        By:
                                           -------------------------------------
                                              Name:
                                                   -----------------------------
                                              Title:
                                                    ----------------------------