THE WARRANTS MAY NOT BE ASSIGNED OR TRANSFERRED BY THE WARRANT HOLDER, EXCEPT

WITH THE COMPANY'S PRIOR WRITTEN CONSENT IN LIMITED CIRCUMSTANCES AS DESCRIBED

HEREIN, AND IF SO REQUESTED BY THE COMPANY, THE DELIVERY BY THE WARRANT HOLDER

TO THE COMPANY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO

THE COMPANY STATING THAT SUCH TRANSFER OR ASSIGNMENT IS IN COMPLIANCE WITH THE

SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.





                                EBANK.COM, INC.



                            STOCK WARRANT AGREEMENT



                                    11/16/01



WARRANT HOLDER: RICHARD D. JACKSON                        NO. OF SHARES: 36,000





         THIS IS TO CERTIFY THAT, for good and valuable consideration received,

ebank.com, Inc. (the "Company"), a Georgia corporation and the holding company

for ebank (the "Bank"), hereby grants to the person identified above as the

Warrant Holder warrants (the "Warrants") to purchase the number of shares set

forth above. Such Warrants are granted on the following terms and conditions:



         1.       EXERCISE OF WARRANTS. The Warrants granted in this Agreement

may be exercised in whole or in part at any time beginning on or after the date

of this Agreement through the Expiration Date (defined below), subject to the

restrictions and conditions set forth in this Agreement.



         (a)      EXERCISE PRICE. The exercise price (the "Exercise Price")

                  shall be $3.50 per Share, subject to adjustment pursuant to

                  Section 2 below.



         (b)      EXPIRATION OF WARRANT TERM. The Warrants will expire on the

                  earlier of 5:00 p.m. Eastern Standard Time on the fifth

                  anniversary of the date of this Agreement, or 30 days after

                  the Company mails notice to the Warrant Holder that that the

                  closing price of the Company's common stock equaled or

                  exceeded $5.00 per shares for 20 consecutive trading days,

                  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, or by

                  cashless exercise as set forth below.



         (d)      CASHLESS EXERCISE.



                  (i)      In lieu of the payment of the Exercise Price, the

                           Warrant Holder may propose to have the Company

                           convert the Warrant, in whole or in part,





{PAGE}

                           into Shares of the Company as described below. The

                           Company has complete discretion whether to permit

                           the Warrant Holder to effect a cashless exercise. To

                           effect a cashless exercise, the Warrant Holder shall

                           request in writing that the Company deliver to the

                           Warrant Holder (without payment by the Warrant

                           Holder of any of the Exercise Price) and in

                           accordance with this Section 1 that amount of Common

                           Stock of the Company equal to the product of (x) the

                           number of Shares as to which the Warrant is being

                           exercised multiplied by (y) a fraction the numerator

                           of which is the per Share Market Price (as defined

                           herein) of the Common Stock less the Exercise Price

                           then in effect and the denominator of which is the

                           per Share Market Price (in each case adjusted for

                           fractional shares as herein provided). The Company

                           has no obligation to permit such cashless exercise

                           under any circumstances, and shall notify the

                           Warrant Holder within a reasonable time after

                           delivery of the notice whether it will honor such

                           request;



                  (ii)     "Market Price" on any date shall mean (i) the

                           closing sales price of the Common Stock, regular

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC