THE INTERCEPT GROUP, INC.
                             STOCK OPTION AGREEMENT

     THIS STOCK OPTION AGREEMENT (this "Agreement"), entered into as of this
24th day of June, 1998, by and between The InterCept Group, Inc., a Georgia
corporation (the "Company"), and Donny R. Jackson (the "Optionee").

     WHEREAS, effective as of November 12, 1996, the Board of Directors of the
Company adopted a stock option plan known as the "The Intercept Group, Inc.
Amended and Restated 1996 Stock Option Plan" (the "Plan"), and recommended that
the Plan be approved by the Company's shareholders; and

     WHEREAS, the Committee has granted the Optionee a stock option to purchase
the number of shares of the Company's common stock as set forth below, and in
consideration of the granting of that stock option the Optionee intends to
remain in the employ of the Company; and

     WHEREAS, the Company and the Optionee desire to enter into a written
agreement with respect to such option in accordance with the Plan.

     NOW, THEREFORE, as an employment incentive and to encourage stock
ownership, and also in consideration of the mutual covenants contained herein,
the parties hereto agree as follows.

     1.   Incorporation of Plan.  This option is granted pursuant to the
          ---------------------                                        
          provisions of the Plan and the terms and definitions of the Plan are
          incorporated herein by reference and made a part hereof.  A copy of
          the Plan has been delivered to, and receipt is hereby acknowledged by,
          the Optionee.

     2.   Grant of Option.  Subject to the terms, restrictions, limitations and
          ---------------                                                     
          conditions stated herein, the Company hereby evidences its grant to
          the Optionee, not in lieu of salary or other compensation, of the
          right and option (the "Option") to purchase all or any part of the
          number of shares of the Company's Common Stock, no par value (the
          "Stock"), set forth on Schedule A attached hereto and incorporated
          herein by reference.  The Option shall be exercisable in the amounts
          and at the time specified on Schedule A.  The Option shall expire and
          shall not be exercisable on the date specified on Schedule A or on
          such earlier date as determined pursuant to Section 8, 9, or 10
          hereof.  Schedule A states whether the Option is intended to be an
          Incentive Stock Option.

     3.   Purchase Price.  The price per share to be paid by the Optionee for
          --------------                                                    
          the shares subject to this Option (the "Exercise Price") shall be as
          specified on Schedule A, which price shall be an amount not less than
          the Fair Market Value of a share of Stock as of the Date of Grant (as
          defined in Section 11 below) if the Option is an Incentive Stock
          Option.


<PAGE>

     4.   Exercise Terms.  The Optionee must exercise the Option for at least
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          the lesser of 100 shares or the number of shares of Purchasable Stock
          as to which the Option remains unexercised.  In the event this Option
          is not exercised with respect to all or any part of the shares subject
          to this Option prior to its expiration, the shares with respect to
          which this Option was not exercised shall no longer be subject to this
          Option.

     5.   Option Non-Transferable.  No Option shall be transferable by an
          -----------------------                                       
          Optionee other than by will or the laws of descent and distribution
          or, in the case of non-Incentive Stock Options, pursuant to a
          Qualified Domestic Relations Order, and no Option shall be
          transferable by an Optionee who is a Section 16 Insider prior to
          shareholder approval of the Plan.  During the lifetime of an Optionee,
          Options shall be exercisable only by such Optionee (or by such
          Optionee's guardian or legal representative, should one be appointed).

     6.   Notice of Exercise of Option.  This Option may be exercised by the
          ----------------------------                                     
          Optionee, or by the Optionee's administrators, executors or personal
          representatives, by a written notice (in substantially the form of the
          Notice of Exercise attached hereto as Schedule B) signed by the
          Optionee, or by such administrators, executors or personal
          representatives, and delivered or mailed to the Company as specified
          in Section 14 hereof to the attention of the President or such other
          officer as the Company may designate.  Any such notice shall (a)
          specify the number of shares of Stock which the Optionee or the
          Optionee's administrators, executors or personal representatives, as
          the case may be, then elects to purchase hereunder, (b) contain such
          information as may be reasonably required pursuant to Section 12
          hereof, and (c) be accompanied by (i) a certified or cashier's check
          payable to the Company in payment of the total Exercise Price
          applicable to such shares as provided herein, (ii) shares of Stock
          owned by the Optionee and duly endorsed or accompanied by stock
          transfer powers having a Fair Market Value equal to the total Exercise
          Price applicable to such shares purchased hereunder, or (iii) a
          certified or cashier's check accompanied by the number of shares of
          Stock whose Fair Market Value when added to the amount of the check
          equals the total Exercise Price applicable to such shares purchased
          hereunder.  Upon receipt of any such notice and accompanying payment,
          and subject to the terms hereof, the Company agrees to issue to the
          Optionee or the Optionee's administrators, executors or personal
          representatives, as the case may be, stock certificates for the number
          of shares specified in such notice registered in the name of the
          person exercising this Option.

     7.   Adjustment in Option.  The number of shares subject to this Option,
          --------------------                                              
          the Exercise Price and other matters are subject to adjustment during
          the term of this Option in accordance with Section 5.2 of the Plan.

                                       2
<PAGE>

     8.   Termination of Employment.
          -------------------------

          (a)  Except as otherwise specified in Schedule A hereto, in the event
               of the termination of the Optionee's employment with the Company
               or any of its subsidiaries, other than a termination that is
               either (i) for Cause, (ii) voluntary on the part of the Optionee
               and without written consent of the Company, or (iii) for reasons
               of death or disability or retirement, the Optionee may exercise
               this Option at any time within 90 days after such termination to
               the extent of the number of shares which were Purchasable
               hereunder at the date of such termination.

          (b)  Except as specified in Schedule A attached hereto, in the event
               of a termination of the Optionee's employment that is either (i)
               for Cause or (ii) voluntary on the part of the Optionee and
               without the written consent of the Company, this Option, to the
               extent not previously exercised, shall terminate immediately and
               shall not thereafter be or become exercisable.

          (c)  Unless and to the extent otherwise provided in Exhibit A hereto,
               in the event of the retirement of the Optionee at the normal
               retirement date as prescribed from time to time by the Company or
               any subsidiary, the Optionee shall continue to have the right to
               exercise any Options for shares which were Purchasable at the
               date of the Optionee's retirement (provided that, on the date
               which is three months after the date of retirement, the Options
               will become void and unexercisable unless on the date of
               retirement the Optionee enters into a noncompete agreement with
               The Intercept Group, Inc. and continues to comply with such
               noncompete agreement).  This Option does not confer upon the
               Optionee any right with respect to continuance of employment by
               the Company or by any of its subsidiaries.  This Option shall not
               be affected by any change of employment so long as the Optionee
               continues to be an employee of the Company or one of its
               subsidiaries.

     9.   Disabled Optionee.  In the event of termination of employment because
          -----------------                                                   
          of the Optionee's becoming a Disabled Optionee, the Optionee (or his
          or her personal representative) may exercise this Option, within a
          period ending on the earlier of (a) the last day of the one year
          period following the Optionee's death or (b) the expiration date of
          this Option, to the extent of the number of shares which were
          Purchasable hereunder at the date of such termination.

                                       3
<PAGE>

     10.  Death of Optionee.  Except as otherwise set forth in Schedule A with
          -----------------                                                  
          respect to the rights of the Optionee upon termination of employment
          under Section 8(a) above, in the event of the Optionee's death while
          employed by the Company or any of its subsidiaries or within three
          months after a termination of such employment (if such termination was
          neither (i) for cause nor (ii) voluntary on the part of the Optionee
          and without the written consent of the Company), the appropriate
          persons described in Section 6 hereof or persons to whom all or a
          portion of this Option is transferred in accordance with Section 5
          hereof may exercise this Option at any time within a period ending on
          the earlier of (a) the last day of the one year period following the
          Optionee's death or (b) the expiration date of this Option.  If the
          Optionee was an employee of the Company at the time of death, this
          Option may be so exercised to the extent of the number of shares that
          were Purchasable hereunder at the date of death.  If the Optionee's
          employment terminated prior to his or her death, this Option may be
          exercised only to the extent of the number of shares covered by this
          Option which were Purchasable hereunder at the date of such
          termination.

     11.  Date of Grant.  This Option was granted by the Board of Directors of
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          the Company on the date set forth in Schedule A (the "Date of Grant").

     12.  Compliance with Regulatory Matters.  The Optionee acknowledges that
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          the issuance of capital stock of the Company is subject to limitations
          imposed by federal and state law and the Optionee hereby agrees that
          the Company shall not be obligated to issue any shares of Stock upon
          exercise of this Option that would cause the Company to violate law or
          any rule, regulation, order or consent decree of any regulatory
          authority (including without limitation the Securities and Exchange
          Commission) having jurisdiction over the affairs of the Company.  The
          Optionee agrees that he or she will provide the Company with such
          information as is reasonably requested by the Company or its counsel
          to determine whether the issuance of Stock complies with the
          provisions described by this Section 12.

     13.  Restriction on Disposition of Shares.  The shares purchased pursuant
          ------------------------------------                               
          to the exercise of an Incentive Stock Option shall not be transferred
          by the Optionee except pursuant to the Optionee's will, or the laws of
          descent and distribution, until such date which is the later of two
          years after the grant of such Incentive Stock Option or one year after
          the transfer of the shares to the Optionee pursuant to the exercise of
          such Incentive Stock Option.

     14.  Miscellaneous.
          -------------

          (a)  This Agreement shall be binding upon the parties hereto and their
               representatives, successors and assigns.

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<PAGE>

          (b)  This Agreement is executed and delivered in, and shall be
               governed by the laws of, the State of Georgia.

          (c)  Any requests or notices to be given hereunder shall be deemed
               given, and any elections or exercises to be made or accomplished
               shall be deemed made or accomplished, upon actual delivery
               thereof to the designated recipient, or three days after deposit
               thereof in the United States mail, registered, return receipt
               requested and postage prepaid, addressed, if to the Optionee, at
               the address set forth below and, if to the Company, to the
               executive offices of the Company at 3150 Holcomb Bridge Road,
               Suite 200, Norcross, Georgia  30071.

          (d)  This Agreement may not be modified except in writing executed by
               each of the parties hereto.

     IN WITNESS WHEREOF, the Board of Directors of the Company has caused this
Stock Option Agreement to be executed on behalf of the Company and the Company's
seal to be affixed hereto and attested by the Secretary or an Assistant
Secretary of the Company, and the Optionee has executed this Stock Option
Agreement under seal, all as of the day and year first above written.


THE INTERCEPT GROUP, INC.                    OPTIONEE


By:  /s/ John W. Collins                          /s/ Donny R. Jackson
     ------------------------------          ------------------------------
     John W. Collins                              Donny R. Jackson
     Title: Chief Executive Officer


ATTEST:

     /s/ Scott R. Meyerhoff
-----------------------------------
Secretary/Assistant Secretary

                                       5
<PAGE>

                                  SCHEDULE A
                                      TO
                            STOCK OPTION AGREEMENT
                                    BETWEEN
                           THE INTERCEPT GROUP, INC.
                                      AND
                               DONNY R. JACKSON

                             Dated:  June 24, 1998
                                     -------------

1.   Number of Shares Subject to Option:  100,000 shares.
     ----------------------------------                 

2.   This Option (Check one) [X] is [_] is not an Incentive Stock Option.
     -----------                 --     --------------------------------

3.   Option Exercise Price:  $ 7.00 per share.
     ---------------------                    

4.   Date of Grant:  June 24, 1998  ___________
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5.   Option Vesting Schedule:
     -----------------------

          Check one:

          (_)  Options are exercisable with respect to all shares on or
               after the date hereof
          (X)  Options are exercisable with respect to the number of shares
               indicated below on or after the date indicated next to the number
               of shares:

                      No. of Shares    Vesting Date                
                      -------------    ------------                
                      50%              Date of Grant                       
                      16 2/3%          First Anniversary of Date of Grant
                      16 2/3%          Second Anniversary of Date of Grant
                      16 2/3%          Third Anniversary of Date of Grant 

6.  Option Exercise Period:
    ----------------------

          Check One:

          (X)  All options expire and are void unless exercised on or before
               June 24, 2008.
          (_)  Options expire and are void unless exercised on or before the
               date indicated next to the number of shares:

                      No. of Shares        Expiration Date
                      -------------        ---------------

7.  Effect of Termination of Employment of Optionee (if different from that set
    -----------------------------------------------                           
    forth in Sections 8, 9 and 10 of the Stock Option Agreement):


<PAGE>

                                  SCHEDULE B

                              NOTICE OF EXERCISE


     The undersigned hereby notifies The InterCept Group, Inc. (the "Company")
of this election to exercise the undersigned's stock option to purchase
______________ shares of the Company's common stock, no par value (the "Common
Stock"), pursuant to the Stock Option Agreement (the "Agreement") between the
undersigned and the Company dated ________________. Accompanying this Notice is
(1) a certified or a cashier's check in the amount of $__________ payable to the
Company, and/or (2) __________ shares of the Company's Common Stock presently
owned by the undersigned and duly endorsed or accompanied by stock transfer
powers, having an aggregate Fair Market Value (as defined in The Intercept
Group, Inc. Amended and Restated 1996 Stock Option Plan) as of the date hereof
of $____________, such amounts being equal, in the aggregate, to the purchase
price per share set forth in Section 3 of the Agreement multiplied by the number
of shares being purchased hereby (in each instance subject to appropriate
adjustment pursuant to Section 5.2 of the Agreement).

     IN WITNESS WHEREOF, the undersigned has set his hand and seal, this _____
day of ______________, _______.

 
                                              OPTIONEE [OR OPTIONEE'S
                                              ADMINISTRATOR,         
                                              EXECUTOR OR PERSONAL   
                                              REPRESENTATIVE]         



                                              ----------------------------------
                                              Name:
                                              Position (if other than Optionee):

Source: OneCLE Business Contracts.