PROMISSORY NOTE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
 PRINCIPAL   LOAN DATE    MATURITY   LOAN NO  CALL / COLL  ACCOUNT  OFFICER  INITIALS
<S>          <C>         <C>         <C>      <C>          <C>      <C>      <C>
$500,000.00  10-21-2002  10-21-2003                                  RGE
-------------------------------------------------------------------------------------
    Reference in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.
  Any item above containing "***" has been omitted due to text length limitations.
-------------------------------------------------------------------------------------
</TABLE>

Borrower:   Freedom Bank (I/O)          Lender:   The Bankers  Bank
            P.O. Box 788                          2410 Paces Ferry Road
            Commerce, GA 30529                    600 Paces Summit
                                                  Atlanta, GA 30339

================================================================================

Principal Amount: $500,000.00                     Date of Note: October 21, 2002
                              Initial Rate: 4.250%

PROMISE TO PAY.  Neighbor's Bancshares, Inc. ("Borrower") promises to pay to The
Bankers  Bank  ("Lender"),  or  order,  in  lawful money of the United States of
America,  the  principal  amount  of  Five  Hundred  Thousand  &  00/100 Dollars
($500,000.00)  or  so  much as may be outstanding, together with interest on the
unpaid  outstanding  principal  balance  of  each  advance.  Interest  shall  be
calculated  from  the  date  of  each  advance  until repayment of each advance.

PAYMENT.  Borrower  will  pay  this  loan  in  one  payment  of  all outstanding
principal  plus  all  accrued unpaid interest on October 21, 2003.  In addition,
Borrower  will pay regular quarterly payments of all accrued unpaid interest due
as  of  each  payment  date,  beginning  January  21,  2003, with all subsequent
interest  payments to be due on the same day of each quarter after that.  Unless
otherwise  agreed  or required by applicable law, payments will be applied first
to  any  unpaid  collection  costs  and  any  late  charges,  then to any unpaid
interest,  and  any remaining amount to principal.  The annual interest rate for
this  Note is computed on a 365/360 basis; that is, by applying the ratio of the
annual  interest  rate  over  a  year of 360 days, multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal balance
is  outstanding.  Borrower will pay Lender at Lender's address shown above or at
such  other  place  as  Lender  may  designate  in  writing.

VARIABLE  INTEREST  RATE.  The  interest  rate on this Note is subject to change
from  time  to  time based on changes in an independent index which is the Prime
Rate  as  published  in  the Money Rates section of The Wall Street Journal (the
"Index").  The Index is not necessarily the lowest rate charged by Lender on its
loans.  If  the  Index  becomes unavailable during the term of this loan, Lender
may  designate  a  substitute  Index after notice to Borrower.  Lender will tell
Borrower  the  current  Index  rate  upon Borrower's request.  The interest rate
change  will  not  occur  more  often  than each day.  Borrower understands that
Lender  may  make  loans  based  on other rates as well.  The Index currently is
4.750%  per  annum.  The  interest  rate  to  be applied to the unpaid principal
balance  of  this  Note  will  be  at a rate equal to the Index, resulting in an
Initial  annual  rate  of  simple  interest  of  4.250%.  NOTICE:  Under  no
circumstances  will the interest rate on this Note be more than the maximum rate
allowed  by  applicable  law.

PREPAYMENT.  Borrower  may  pay  without  penalty all or a portion of the amount
owed  earlier  than  it  is  due.  Early  payments will not, unless agreed to by
Lender in writing, relieve Borrower of Borrower's obligation to continue to make
payments  of  accrued  unpaid  interest.  Rather, early payments will reduce the
principal balance due.  Borrower agrees not to send Lender payments marked "paid
in  full,"  "without  recourse,"  or similar language.  If Borrower sends such a
payment,  Lender  may accept it without losing any of Lender's rights under this
Note,  and  Borrower  will  remain  obligated  to pay any further amount owed to
Lender.  All  written  communications concerning disputed amounts, including any
check  or  other  payment instrument that indicates that the payment constitutes
"payment  in  full" of the amount owed or that is tendered with other conditions
or  limitations  or  as full satisfaction of a disputed amount must be mailed or
delivered  to:  The  Bankers  Bank,  2410  Paces  Ferry  Road, 600 Paces Summit,
Atlanta,  GA  30339.

LATE  CHARGE.  If  a  payment  is 15 days or more late, Borrower will be charged
$100.00,  regardless  of  any  partial  payments  Lender  has  received.

INTEREST  AFTER  DEFAULT.    Upon  default,  including failure to pay upon final
maturity, at Lender's option, and if permitted by applicable law, Lender may add
any  unpaid  accrued  interest  to  principal  and  such  sum will bear interest
therefrom  until paid at the rate provided in this Note (including any increased
rate).  Upon  default, Lender, at its option, may, if permitted under applicable
law,  increase  the  variable interest rate on this Note 3.000 percentage points
over the Index.  The interest rate will not exceed the maximum rate permitted by
applicable  law.

DEFAULT.  Each  of the following shall constitute an event of default ("Event of
Default")  under  this  Note:

     PAYMENT  DEFAULT.  Borrower  fails  to make any payment when due under this
     Note.

     OTHER DEFAULTS. Borrower fails to comply with or to perform any other term,
     obligation,  covenant  or condition contained in this Note or in any of the
     related  documents  or  to  comply with or to perform any term, obligation,
     covenant  or  condition contained in any other agreement between Lender and
     Borrower.

     DEFAULT  IN  FAVOR OF THIRD PARTIES. Borrower or any Grantor defaults under
     any  loan,  extension  of  credit,  security  agreement,  purchase or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may materially affect any of Borrower's property or Borrower's ability
     to repay this Note or perform Borrower's obligations under this Note or any
     of  the  related  documents.

     FALSE  STATEMENTS.  Any  warranty,  representation  or  statement  made  or
     furnished  to Lender by Borrower or on Borrower's behalf under this Note or
     the  related  documents  is  false  or  misleading in any material respect,
     either  now or at the time made or furnished or becomes false or misleading
     at  any  time  thereafter.

     INSOLVENCY.  The  dissolution  or  termination of Borrower's existence as a
     going  business,  the insolvency of Borrower, the appointment of a receiver
     for  any  part  of  Borrower's  property, any assignment for the benefit of
     creditors,  any  type  of  creditor  workout,  or  the  commencement of any
     proceeding  under any bankruptcy or insolvency laws by or against Borrower.


<PAGE>
                                PROMISSORY NOTE                           Page 2
                                  (CONTINUED)

================================================================================

     CREDITOR  OR  FORFEITURE  PROCEEDINGS.  Commencement  of  foreclosure  or
     forfeiture  proceedings,  whether  by  judicial  proceeding,  self-help,
     repossession  or  any  other  method, by any creditor of Borrower or by any
     governmental agency against any collateral securing the loan. This includes
     a  garnishment  of  any of Borrower's accounts, including deposit accounts,
     with  Lender.  However, this Event of Default shall not apply if there is a
     good  faith dispute by Borrower as to the validity or reasonableness of the
     claim  which  is  the basis of the creditor or forfeiture proceeding and if
     Borrower  gives  Lender  written  notice  of  the  creditor  or  forfeiture
     proceeding  and  deposits  with  Lender  monies  or  a  surety bond for the
     creditor  or  forfeiture  proceeding, in an amount determined by Lender, in
     its  sole discretion, as being an adequate reserve or bond for the dispute.

     EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with respect
     to  any  Guarantor  of  any  of  the  indebtedness or any Guarantor dies or
     becomes  incompetent,  or revokes or disputes the validity of, or liability
     under,  any  guaranty  of  the  indebtedness evidenced by this Note. In the
     event of a death, Lender, at its option, may, but shall not be required to,
     permit  the  Guarantor's  estate  to assume unconditionally the obligations
     arising  under  the  guaranty  in  a manner satisfactory to Lender, and, in
     doing  so,  cure  any  Event  of  Default.

     CHANGE  IN  OWNERSHIP. Any change in ownership of twenty-five percent (25%)
     or  more  of  the  common  stock  of  Borrower.

     ADVERSE  CHANGE.  A  material adverse change occurs in Borrower's financial
     condition,  or  Lender  believes  the prospect of payment or performance of
     this  Note  is  impaired.

     CURE PROVISIONS. If any default, other than a default in payment is curable
     and  if  Borrower  has  not  been  given  a  notice of a breach of the same
     provision  of  this Note within the preceding twelve (12) months, it may be
     cured  (and  no  event  of  default  will have occurred) if Borrower, after
     receiving  written  notice  from Lender demanding cure of such default: (1)
     cures  the  default  within  fifteen (15) days; or (2) if the cure requires
     more than fifteen (15) days, immediately initiates steps which Lender deems
     in  Lender's  sole  discretion  to  be  sufficient  to cure the default and
     thereafter  continues  and  completes  all  reasonable  and necessary steps
     sufficient  to  produce  compliance  as  soon  as  reasonably  practical.

LENDER'S  RIGHTS.  Upon  default, Lender may declare the entire unpaid principal
balance  on  this Note and all accrued unpaid interest immediately due, and then
Borrower  will  pay  that  amount.

ATTORNEYS'  FEES; EXPENSES.  Lender may hire or pay someone else to help collect
this Note if Borrower does not pay.  Borrower will pay Lender that amount.  This
includes,  subject  to  any  limits  under  applicable  law,  Lender's  costs of
collection,  including  court  costs  and fifteen percent (15%) of the principal
plus  accrued interest as attorneys' fees, if any sums owing under this Note are
collected  by  or through an attorney at law, whether or not there is a lawsuit,
and  legal  expenses  for bankruptcy proceedings (including efforts to modify or
vacate  any  automatic  stay  or injunction), and appeals.  If not prohibited by
applicable law, Borrower also will pay any court costs, in addition to all other
sums  provided  by  law.

GOVERNING  LAW.  This  note  will  be  governed  by,  construed  and enforced in
accordance with federal law and the laws of the State of Georgia.  This Note has
been  accepted  by  Lender  in  the  State  of  Georgia.

CHOICE  OF  VENUE.  If there is a lawsuit, Borrower agrees upon Lender's request
to  submit  to  the jurisdiction of the courts of Cobb County, State of Georgia.

RIGHT  OF  SETOFF.  To the extent permitted by applicable law, Lender reserves a
right  of  setoff  in  all  Borrower's  accounts  with Lender (whether checking,
savings,  or  some  other  account).  This  includes all accounts Borrower holds
jointly  with  someone  else  and  all accounts Borrower may open in the future.
However,  this does not include any IRA or KEOGH accounts, or any trust accounts
for which setoff would be prohibited by law.  Borrower authorizes Lender, to the
extent  permitted  by  applicable law, to charge or setoff all sums owing on the
debt  against  any  and  all  such  accounts.

LINE  OF CREDIT.  This Note evidences a straight line of credit.  Once the total
amount  of principal has been advanced, Borrower is not entitled to further loan
advances.  Advances  under  this  Note,  as  well as directions for payment from
Borrower's  accounts, may be requested orally or in writing by Borrower or by an
authorized  person.  Lender may, but need not, require that all oral requests be
confirmed  in  writing.  Borrower  agrees to be liable for all sums either:  (A)
advanced  in  accordance  with  the  instructions of an authorized person or (B)
credited  to  any  of  Borrower's  accounts  with  Lender.  The unpaid principal
balance  owing on this Note at any time may be evidenced by endorsements on this
Note  or  by  Lender's  internal  records,  including daily computer print-outs.
Lender  will  have  no  obligation  to  advance  funds  under this Note if:  (A)
Borrower  or  any  guarantor  is  in default under the terms of this Note or any
agreement  that  Borrower  or  any  guarantor  has  with  Lender,  including any
agreement  made in connection with the signing of this Note; (B) Borrower or any
guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims
or  otherwise  attempts to limit, modify or revoke such guarantor's guarantee of
this  Note  or  any  other  loan  with Lender; or (D) Borrower has applied funds
provided  pursuant  to  this  Note  for  purposes other than those authorized by
Lender.

SUCCESSOR INTERESTS.  The terms of this Note shall be binding upon Borrower, and
upon  Borrower's  heirs,  personal  representatives, successors and assigns, and
shall  inure  to  the  benefit  of  Lender  and  its  successors  and  assigns.

GENERAL  PROVISIONS.  Lender  may  delay or forgo enforcing any of its rights or
remedies under this Note without losing them.  Borrower and any other person who
signs,  guarantees  or  endorses  this Note, to the extent allowed by law, waive
presentment, demand for payment, and notice of dishonor.  Upon any change in the
terms  of  this Note, and unless otherwise expressly stated in writing, no party
who  signs  this  Note,  whether  as  maker,  guarantor,  accommodation maker or
endorser, shall be released from liability.  All such parties waive any right to
require  Lender  to  take  action against any other party who signs this Note as
provided  in  O.C.G.A. Section 10-7-24 and agree that Lender may renew or extend
(repeatedly  and  for  any  length  of  time) this loan, or release any party or
guarantor  or  collateral;  or  impair, fail to realize upon or perfect Lender's
security  interest in the collateral; and take any other action deemed necessary
by  Lender  without  the  consent of or notice to anyone.  All such parties also
agree  that  Lender  may  modify  this  loan without the consent of or notice to
anyone other than the party with whom the modification is made.  The obligations
under  this  Note  are  joint  and  several.


<PAGE>
                                PROMISSORY NOTE                           Page 3
                                  (CONTINUED)

================================================================================

THIS  NOTE  IS  GIVEN  UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL
CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.

BORROWER:

Freedom  Bank  (I/O)


By:/s/ James S. Purcell                           (SEAL)
   -----------------------------------------------
   James S. Purcell, Member of Freedom Bank, (I/O)


By:/s/ Richard S. Adams                           (SEAL)
   -----------------------------------------------
   Richard S. Adams, Member of Freedom Bank, (I/O)


By:/s/ William Keith Ariail                       (SEAL)
   -----------------------------------------------
   William Keith Ariail, Member of Freedom Bank, (I/O)


By:/s/ Thomas H. Hardy                           (SEAL)
   ----------------------------------------------
   Thomas H. Hardy, Member of Freedom Bank, (I/O)


By:/s/ Verlin L. Reece                            (SEAL)
   -----------------------------------------------
   Verlin L. Reece, Member of Freedom Bank, (I/O)


By:/s/Harold C. Davis                             (SEAL)
   ----------------------------------------------
   Harold C. Davis, Member of Freedom Bank, (I/O)


<PAGE>
                               COMMERCIAL GUARANTY

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
PRINCIPAL  LOAN DATE  MATURITY  LOAN NO  CALL  COLLATERAL  ACCOUNT  OFFICER  INITIALS
<S>        <C>        <C>       <C>      <C>   <C>         <C>      <C>      <C>
                                                                     JBS
-------------------------------------------------------------------------------------
    References in the shaded area are for Lender's use only and do not limit the
           applicability of this document to any particular loan or item.
  Any item above containing "***" has been omitted due to text length limitations.
-------------------------------------------------------------------------------------
</TABLE>

Borrower:     Freedom Bank (I/O)          Lender:     THE BANKERS BANK
              P.O. Box 788                            2410 PACES FERRY ROAD
              Commerce, GA  30529                     600 PACES SUMMIT
                                                      ATLANTA, GA  30339

Guarantor:     ______________________
               P.O.  Box  788
               Commerce,  GA  30529

================================================================================

AMOUNT  OF  GUARANTY.  The  amount  of  this Guaranty is Five Hundred Thousand &
00/100  Dollars  ($500,000.00).

CONTINUING  GUARANTY.  IN  CONSIDERATION  OF THE SUM OF FIVE DOLLARS ($5.00) AND
OTHER  GOOD  AND  VALUABLE  CONSIDERATION, THE RECEIPT AND ADEQUACY OF WHICH ARE
HEREBY ACKNOWLEDGED BY GUARANTOR AND TO INDUCE LENDER TO MAKE LOANS OR OTHERWISE
EXTEND  CREDIT  TO  BORROWER,  OR  TO  RENEW  OR  EXTEND IN WHOLE OR IN PART ANY
EXISTING  INDEBTEDNESS  OF  BORROWER  TO  LENDER,  OR  TO  MAKE  OTHER FINANCIAL
ACCOMMODATIONS  TO  BORROWER,  _______________  ("GUARANTOR")  ABSOLUTELY  AND
UNCONDITIONALLY GUARANTEES AND PROMISES TO PAY TO THE BANKERS BANK ("LENDER") OR
ITS ORDER, IN LEGAL TENDER OF THE UNITED STATES OF AMERICA, THE INDEBTEDNESS (AS
THAT  TERM IS DEFINED BELOW) OF FREEDOM BANK (I/O) ("BORROWER") TO LENDER ON THE
TERMS  AND  CONDITIONS SET FORTH IN THIS GUARANTY.  THE OBLIGATIONS OF GUARANTOR
UNDER  THIS  GUARANTY  ARE  CONTINUING.

MAXIMUM LIABILITY.  The maximum liability of Guarantor under this Guaranty shall
not  exceed  at  any  one  time  $500,000.00  plus all costs and expenses of (A)
enforcement  of  this  Guaranty  and  (B)  collection and sale of any collateral
securing  this  Guaranty.

The  above  limitation  on  liability  is not a restriction on the amount of the
Indebtedness  of Borrower to Lender, either in the aggregate or at any one time.
If  Lender  presently  holds  one  or  more  guaranties,  or  hereafter receives
additional guaranties from Guarantor, Lender's rights under all guaranties shall
be  cumulative.  This  Guaranty shall not (unless specifically provided below to
the  contrary)  affect  or  invalidate  any  such other guaranties.  Guarantor's
liability  will  be  Guarantor's  aggregate  liability  under  the terms of this
Guaranty  and  any  such  other  unterminated  guaranties.

INDEBTEDNESS  GUARANTEED.  The Indebtedness guaranteed by this Guaranty includes
any  and  all  of  Borrower's  indebtedness  to  Lender  and is used in the most
comprehensive  sense  and  means  and  includes  any  and  all  of  Borrower's
liabilities,  obligations  and  debts  to  Lender,  now  existing or hereinafter
incurred  or  created,  including,  without  limitation,  all  loans,  advances,
Interest,  costs, debts, overdraft indebtedness, credit card indebtedness, lease
obligations, other obligations, and liabilities of Borrower, or any of them, and
any  present  or  future judgments against Borrower, or any of them; and whether
any  such Indebtedness is voluntarily or involuntarily incurred, due or not due,
absolute  or contingent, liquidated or unliquidated, determined or undetermined;
whether Borrower may be liable individually or jointly with others, or primarily
or  secondarily, or as guarantor or surety; whether recovery on the indebtedness
may  be  or  may  become barred or unenforceable against Borrower for any reason
whatsoever;  and  whether the Indebtedness arises from transactions which may be
voidable  on  account  of  infancy,  insanity,  ultra  vires,  or  otherwise.

DURATION  OF  GUARANTY.  This  Guaranty will take effect when received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor or
to  Borrower, and will continue in full force until all Indebtedness incurred or
contracted  before receipt by Lender of any notice of revocation shall have been
fully  and  finally  paid and satisfied and all of Guarantor's other obligations
under  this  Guaranty shall have been performed in full.  If Guarantor elects to
revoke  this Guaranty, Guarantor may only do so in writing.  Guarantor's written
notice  of  revocation  must be mailed to Lender, by certified mail, at Lender's
address  listed  above  or  such other place as Lender may designate in writing.
Written  revocation  of  this  Guaranty  will  apply  only  to  advances  or new
Indebtedness  created  after  actual  receipt  by  Lender of Guarantor's written
revocation.  For  this  purpose  and  without  limitation,  the  term  "new
Indebtedness"  does  not  include  Indebtedness  which  at the time of notice of
revocation  is contingent, unliquidated, undetermined or not due and which later
become  absolute, liquidated, determined or due.  This Guaranty will continue to
bind  Guarantor for all Indebtedness incurred by Borrower or committed by Lender
prior  to  receipt  of  Guarantor's  written notice of revocation, including any
extensions,  renewals,  substitutions or modifications of the Indebtedness.  All
renewals,  extensions,  substitutions,  and  modifications  of  the Indebtedness
granted  after Guarantor's revocation, are contemplated under this Guaranty and,
specifically will not be considered to be new Indebtedness.  This Guaranty shall
bind  Guarantor's  estate  as  to  Indebtedness  created  both  before and after
Guarantor's  death  or  incapacity,  regardless  of  Lender's  actual  notice of
Guarantor's  death.  Subject  to  the  foregoing,  Guarantor's  executor  or
administrator  or  other legal representative may terminate this Guaranty in the
same  manner  in  which  Guarantor  might  have  terminated it and with the same
effect.  Release  of any other guarantor or termination of any other guaranty of
the  Indebtedness  shall  not  affect  the  liability  of  Guarantor  under this
Guaranty.  A  revocation  Lender  receives from any one or more Guarantors shall
not affect the liability of any remaining Guarantors under this Guaranty.  IT IS
ANTICIPATED  THAT FLUCTUATIONS MAY OCCUR IN THE AGGREGATE AMOUNT OF INDEBTEDNESS
COVERED  BY  THIS  GUARANTY,  AND GUARANTOR SPECIFICALLY ACKNOWLEDGES AND AGREES
THAT  REDUCTIONS  IN  THE  AMOUNT OF INDEBTEDNESS, EVEN TO ZERO DOLLARS ($0.00),
PRIOR  TO GUARANTOR'S WRITTEN REVOCATION OF THIS GUARANTY SHALL NOT CONSTITUTE A
TERMINATION  OF  THIS  GUARANTY.  THIS  GUARANTY  IS  BINDING UPON GUARANTOR AND
GUARANTOR'S  HEIRS,  SUCCESSORS  AND  ASSIGNS  SO  LONG AS ANY OF THE GUARANTEED
INDEBTEDNESS REMAINS UNPAID AND EVEN THOUGH THE INDEBTEDNESS GUARANTEED MAY FROM
TIME  TO  TIME  BE  ZERO  DOLLARS  ($0.00).

GUARANTOR'S AUTHORIZATION TO LENDER.  Guarantor authorizes Lender, either before
or  after  any revocation hereof, WITHOUT NOTICE OR DEMAND AND WITHOUT LESSENING
GUARANTOR'S  LIABILITY  UNDER  THIS  GUARANTY,  FROM  TIME TO TIME: (A) prior to
revocation  as  set  forth  above,  to  make  one  or more additional secured or
unsecured  loans  to Borrower, to lease equipment or other goods to Borrower, or
otherwise  to  extend  additional  credit to Borrower; (B) to alter, compromise,
renew,  extend,  accelerate,  or otherwise change one or more times the time for
payment  or  other  terms  of  the Indebtedness or any part of the Indebtedness,
including  increases  and decreases of the rate of interest on the Indebtedness;
extensions  may  be  repeated and may be for longer than the original loan term;
(C)  to  take  and  hold  security  for  the  payment  of  this  Guaranty or the
Indebtedness,  and  exchange, enforce, waive, subordinate, fail or decide not to
perfect,  and release any such security, with or without the substitution of new
collateral;  (D)  to release, substitute, agree not to sue, or deal with any one
or  more  of Borrower's sureties, endorsers, or other guarantors on any terms or
in any manner Lender may choose; (E) to determine how, when and what application
of  payments  and  credits  shall be made on the Indebtedness; (F) to apply such
security  and  direct  the  order  or  manner of sale thereof, including without
limitation,  any  nonjudicial  sale  permitted  by  the terms of the controlling
security  agreement or deed of trust, as Lender in its discretion may determine;
(G) to sell, transfer, assign, or grant participations in all or any part of the
Indebtedness;  and  (H) to assign or transfer this Guaranty in whole or in part.


<PAGE>
LOAN  NO                      COMMERCIAL GUARANTY                         PAGE 2
                                   (CONTINUED)

================================================================================


GUARANTOR'S  REPRESENTATIONS  AND WARRANTIES.  Guarantor represents and warrants
to  Lender  that (A) no representations or agreements of any kind have been made
to Guarantor which would limit or qualify in any way the terms of this Guaranty;
(B)  this  Guaranty  is executed at Borrower's request and not at the request of
Lender;  (C)  Guarantor  has  full power, right and authority to enter into this
Guaranty;  (D) the provisions of this Guaranty do not conflict with or result in
a  default under any agreement or other instrument binding upon Guarantor and do
not result in violation of any law, regulation, court decree or order applicable
to  Guarantor;  (E)  Guarantor  has  not and will not, without the prior written
consent  of  Lender,  sell,  lease,  assign, encumber, hypothecate, transfer, or
otherwise  dispose  of  all  or  substantially all of Guarantor's assets, or any
interest  therein;  (F)  upon Lender's request, Guarantor will provide to Lender
financial  and  credit  information  in  form acceptable to Lender, and all such
financial  information  which  currently  has  been,  and  all  future financial
information  which will be provided to Lender is and will be true and correct in
all  material  respects and fairly present Guarantor's financial condition as of
the  dates the financial information is provided; (G) no material adverse change
has  occurred  in  Guarantor's  financial  condition  since the date of the most
recent  financial  statements provided to Lender and no event has occurred which
may  materially  adversely  affect  Guarantor's  financial  condition;  (H)  no
litigation,  claim,  investigation,  administrative proceeding or similar action
(including  those  for unpaid taxes) against Guarantor is pending or threatened;
(I) Lender has made no representation to Guarantor as to the creditworthiness of
Borrower;  and  (J)  Guarantor  has established adequate means of obtaining from
Borrower  on  a  continuing  basis  information  regarding  Borrower's financial
condition.  Guarantor  agrees to keep adequately informed from such means of any
facts,  events, or circumstances which might in any way affect Guarantor's risks
under  this  Guaranty,  and  Guarantor further agrees that, absent a request for
information,  Lender  shall  have  no  obligation  to  disclose to Guarantor any
information  or  documents  acquired by Lender in the course of its relationship
with  Borrower.

GUARANTOR'S  WAIVERS.  Except  as prohibited by applicable law, Guarantor waives
any  right  to  require  Lender (A) to continue lending money or to extend other
credit  to  Borrower; (B) to make any presentment, protest, demand, or notice of
any  kind,  including  notice  of  any  nonpayment of the Indebtedness or of any
nonpayment  related  to  any collateral, or notice of any action or nonaction on
the  part  of  Borrower,  Lender,  any  surety,  endorser, or other guarantor in
connection  with  the  Indebtedness or in connection with the creation of new or
additional  loans  or  obligations;  (C)  to  resort  for  payment or to proceed
directly  or  at  once  against  any  person,  including  Borrower  or any other
guarantor;  (D)  to  proceed  directly against or exhaust any collateral held by
Lender  from  Borrower,  any  other  guarantor, or any other person; (E) to give
notice  of  the terms, time, and place of any public or private sale of personal
property  security  held  by  Lender  from  Borrower or to comply with any other
applicable  provisions  of  the Uniform Commercial Code; (F) to pursue any other
remedy within Lender's power; or (G) to commit any act or omission, of any kind,
or  at  any  time,  with  respect  to  any  matter  whatsoever.

Guarantor  also  waives  any and all rights or defenses arising by reason of (A)
the  provisions  of  O.C.G.A.  Section  10-7-24  concerning Guarantor's right to
require  Lender  to  take  action  against  Borrower  or  any  "one  action"  or
"anti-deficiency"  law  or  any other law which may prevent Lender from bringing
any action, including a claim for deficiency, against Guarantor, before or after
Lender's commencement or completion of any foreclosure action, either judicially
or  by exercise of a power of sale; (B) any election of remedies by Lender which
destroys  or  otherwise  adversely  affects  Guarantor's  subrogation  rights or
Guarantor's  rights  to  proceed  against  Borrower for reimbursement, including
without limitation, any loss of rights Guarantor may suffer by reason of any law
limiting,  qualifying,  or  discharging  the Indebtedness; (C) any disability or
other defense of Borrower, of any other guarantor, or of any other person, or by
reason of the cessation of Borrower's liability from any cause whatsoever, other
than  payment  in  full  in  legal tender, of the Indebtedness; (D) any right to
claim  discharge  of  the Indebtedness on the basis of unjustified impairment of
any  collateral  for  the  Indebtedness; (E) any statue of limitation, if at any
time  any  action or suit brought by Lender against Guarantor is commenced there
is  outstanding  Indebtedness  of  Borrower to Lender which is not barred by any
applicable  statute  of  limitations; or (F) any defenses given to guarantors at
law  or in equity other than actual payment and performance of the Indebtedness.
If  payment  is  made  by  Borrower, whether voluntarily or otherwise, or by any
third  party,  on  the Indebtedness and thereafter Lender is forced to remit the
amount  of  that  payment  to Borrower's trustee in bankruptcy or to any similar
person  under  any  federal  or  state  bankruptcy  law or law for the relief of
debtors,  the  Indebtedness  shall  be  considered  unpaid  for  the  purpose of
enforcement  of  this  Guaranty.

Guarantor  further  waives  and  agrees  not  to assert or claim at any time any
deductions to the amount guaranteed under this Guaranty for any claim of setoff,
counterclaim,  counter  demand, recoupment or similar right, whether such claim,
demand  or  right  may  be  asserted  by  the  Borrower, the Guarantor, or both.

GUARANTOR'S  UNDERSTANDING  WITH  RESPECT  TO  WAIVERS.  Guarantor  warrants and
agrees  that  each  of the waivers set forth above is made with Guarantor's full
knowledge  of  its  significance  and  consequences  and  that,  under  the
circumstances,  the  waivers are reasonable and not contrary to public policy or
law.  If  any  such waiver is determined to be contrary to any applicable law or
public  policy,  such  waiver shall be effective only to the extent permitted by
law  or  public  policy.

SUBORDINATION  OF  BORROWER'S  DEBTS  TO  GUARANTOR.  Guarantor  agrees that the
Indebtedness  of  Borrower to Lender, whether now existing or hereafter created,
shall  be superior to any claim that Guarantor may now have or hereafter acquire
against  Borrower,  whether or not Borrower becomes insolvent.  Guarantor hereby
expressly  subordinates  any claim Guarantor may have against Borrower, upon any
account  whatsoever,  to any claim that Lender may now or hereafter have against
Borrower.  In  the  event of insolvency and consequent liquidation of the assets
of  Borrower, through bankruptcy, by an assignment for the benefit of creditors,
by voluntary liquidation, or otherwise, the assets of Borrower applicable to the
payment  of  the claims of both Lender and Guarantor shall be paid to Lender and
shall  be  first  applied  by  Lender to the Indebtedness of Borrower to Lender.
Guarantor  does  hereby assign to Lender all claims which it may have or acquire
against  Borrower  or against any assignee or trustee in bankruptcy of Borrower;
provided  however,  that such assignment shall be effective only for the purpose
of  assuring  to  Lender  full  payment in legal tender of the Indebtedness.  If
Lender  so  requests, any notes or credit agreements now or hereafter evidencing
any  debts or obligations of Borrower to Guarantor shall be marked with a legend
that  the  same  are  subject to this Guaranty and shall be delivered to Lender.
Guarantor  agrees, and Lender is hereby is authorized, in the name of Guarantor,
from  time  to  time  to  execute and file financing statements and continuation
statements and to execute such other documents and to take such other actions as
Lender  deems  necessary  or  appropriate  to  perfect, preserve and enforce its
rights  under  this  Guaranty.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this  Guaranty:

     AMENDMENTS. This Guaranty, together with any Related Documents, constitutes
     the entire understanding and agreement of the parties as to the matters set
     forth  in  this  Guaranty.  No  alteration of or amendment to this Guaranty
     shall  be  effective  unless  given  in  writing and signed by the party or
     parties  sought  to  be  charged  or  bound by the alteration or amendment.

     ATTORNEYS'  FEES;  EXPENSES:  Guarantor  agrees  to  pay upon demand all of
     Lender's  costs  and  expenses,  including  Lender's  attorneys'  fees  and
     Lender's  legal  expenses,  incurred  in connection with the enforcement of
     this  Guaranty.  Lender  may  hire or pay someone else to help enforce this
     Guaranty,  and  Guarantor  shall  pay  the  costs  and  expenses  of  such
     enforcement.  Costs and expenses include Lender's attorneys' fees and legal
     expenses  whether  or not there is a lawsuit, including attorneys' fees and
     legal  expenses  for bankruptcy proceedings (including efforts to modify or
     vacate  any  automatic  stay  or  injunction), appeals, and any anticipated
     post-judgment collection services. Guarantor also shall pay all court costs
     and  such  additional  fees  as  may  be  directed  by  the  court.

     CAPTION  HEADINGS.  Caption  headings  in this Guaranty are for convenience
     purposes  only and are not to be used to interpret or define the provisions
     of  this  Guaranty.


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LOAN  NO                       COMMERCIAL GUARANTY                        PAGE 3
                                   (CONTINUED)

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     CHOICE  OF  VENUE.  If  there  is a lawsuit, Guarantor agrees upon Lender's
     request  to  submit to the jurisdiction of the Courts of Cobb County, State
     of  Georgia.

     GOVERNING LAW. THIS GUARANTY WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN
     ACCORDANCE  WITH  FEDERAL  LAW  AND  THE LAWS OF THE STATE OF GEORGIA. THIS
     GUARANTY  HAS  BEEN  ACCEPTED  BY  LENDER  IN  THE  STATE  OF  GEORGIA.

     INTEGRATION.  Guarantor  further  agrees  that Guarantor has read and fully
     understands  the  terms of this Guaranty; Guarantor has had the opportunity
     to  be  advised  by Guarantor's attorney with respect to this Guaranty; the
     Guaranty  fully  reflects  Guarantor's intentions and parol evidence is not
     required  to  interpret  the  terms  of  this  Guaranty.  Guarantor  hereby
     indemnifies and holds Lender harmless from all losses, claims, damages, and
     costs  (including  Lender's attorneys' fees) suffered or incurred by Lender
     as  a  result of any breach of Guarantor of the warranties, representations
     and  agreements  of  this  paragraph.

     INTERPRETATION.  In  all  cases  where  there  is more than one Borrower or
     Guarantor,  then  all  words used in this Guaranty in the singular shall be
     deemed  to  have been used in the plural where the context and construction
     so  require;  and  where  there  is  more  than  one Borrower named in this
     Guaranty  or when this Guaranty is executed by more than one Guarantor, the
     words "Borrower" and "Guarantor" respectively shall mean all and any one or
     more  of  them.  The  words "Guarantor" "Borrower" and "Lender" include the
     heirs,  successors,  assigns,  and  transferees of each of them. If a court
     finds  that  any  provision  of this Guaranty is not valid or should not be
     enforced,  that fact by itself will not mean that the rest of this Guaranty
     will not valid or enforced. Therefore, a court will enforce the rest of the
     provisions  of  this  Guaranty  even if a provision of this Guaranty may be
     found  to  be  invalid  or unenforceable. If any one or more of Borrower or
     Guarantor  are  corporations, partnerships, limited liability companies, or
     similar entities, it is not necessary for Lender to inquire into the powers
     of Borrower or Guarantor or of the officers, directors, partners, or agents
     acting or purporting to act on their behalf, and any Loan Indebtedness made
     or  created in reliance upon the professed exercise of such powers shall be
     guaranteed  under  this  Guaranty.

     NOTICES.  Any  notice  required to be given under this Guaranty shall be in
     writing,  and,  except  for  revocation  notices  by  Guarantor,  shall  be
     effective  when  actually  delivered  by  telefacsimile  (unless  otherwise
     required  by  law),  when  deposited with a nationally recognized overnight
     courier,  or, if mailed, when deposited in the United States mail, as first
     class,  certified  or  registered  mail  postage  prepaid,  directed to the
     addresses shown near the beginning of this Guaranty. All revocation notices
     by  Guarantor  shall  be in writing and shall be effective upon delivery to
     Lender  as  provided  in the section of this Guaranty entitled "DURATION OF
     GUARANTY." Any party may change its address for notices under this Guaranty
     by  giving  formal written notice to the other parties, specifying that the
     purpose  of  the  notice  is  to  change  the  party's  address. For notice
     purposes,  Guarantor  agrees  to  keep  Lender  informed  at  all  times of
     Guarantor's  current address. Unless otherwise provided or required by law,
     if  there  is  more  than  one Guarantor, any notice given by Lender to any
     Guarantor  is  deemed  to  be  notice  given  to  all  Guarantors.

     NO  WAIVER  BY LENDER. Lender shall not be deemed to have waived any rights
     under  this  Guaranty  unless such waiver is given in writing and signed by
     Lender.  No delay or omission on the part of Lender in exercising any right
     shall  operate  as  a  waiver of such right or any other right. A waiver by
     Lender  of a provision of this Guaranty shall not prejudice or constitute a
     waiver  of  Lender's  right otherwise to demand strict compliance with that
     provision  or  any  other  provision  of  this Guaranty. No prior waiver by
     Lender,  nor  any  course  of  dealing  between Lender and Guarantor, shall
     constitute  a  waiver  of  any  of Lender's rights or of any of Guarantor's
     obligations  as  to any future transactions. Whenever the consent of Lender
     is  required under this Guaranty, the granting of such consent by Lender in
     any  instance  shall  not  constitute  continuing  consent  to  subsequent
     instances  where such consent is required and in all cases such consent may
     be  granted  or  withheld  in  the  sole  discretion  of  Lender.

     SUCCESSORS  AND  ASSIGNS. Subject to any limitations sated on this Guaranty
     on  transfer  of  Guarantor's interest, this Guaranty shall be binding upon
     and  inure  to  the  benefit  of the parties, their successors and assigns.

DEFINITIONS.  The following capitalized words and terms shall have the following
meanings  when  used  in  this  Guaranty.  Unless  specifically  stated  to  the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the  United  States  of  America.  Words  and  terms  used in the singular shall
include  the  plural,  and the plural shall include the singular, as the context
may  require.  Words and terms not otherwise defined in this Guaranty shall have
the  meanings  attributed  to  such  terms  in  the  Uniform  Commercial  Code:

     BORROWER.  The  word  "Borrower"  means  Freedom  Bank (I/O), and all other
     persons  and  entities  signing  the  Note  in  whatever  capacity.

     GUARANTOR.  The  word  "Guarantor"  means  each  and every person or entity
     signing  this  Guaranty,  including without limitation Benjamin H. Schnell.

     GUARANTY.  The word "Guaranty" means the guaranty from Guarantor to Lender,
     including  without  limitation  a  guaranty  of  all  or  part of the Note.

     INDEBTEDNESS.  The  word  "Indebtedness"  means  Borrower's indebtedness to
     Lender  as  more  particularly  described  in  this  Guaranty.

     LENDER.  The  word  "Lender"  means  THE  BANKERS  BANK, its successors and
     assigns.

     RELATED  DOCUMENTS. The word "Related Documents" mean all promissory notes,
     credit  agreements,  loan agreements, environmental agreements, guarantees,
     security  agreements,  security  deeds, mortgages, deeds of trust, security
     deeds,  collateral  mortgages,  and  all  other instruments, agreements and
     documents,  whether  now or hereafter existing, executed in connection with
     the  Indebtedness.


<PAGE>
LOAN  NO                       COMMERCIAL GUARANTY                        PAGE 4
                                   (CONTINUED)

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GUARANTOR  ACKNOWLEDGES  HAVING  READ  ALL  THE  PROVISIONS  OF  THIS COMMERCIAL
GUARANTY  AND  GUARANTOR AGREES TO ITS TERMS.  THIS COMMERCIAL GUARANTY IS DATED
SEPTEMBER  24, 2001.  THIS GUARANTY IS GIVEN UNDER SEAL AND ITS IS INTENDED THAT
THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT
ACCORDING  TO  LAW.

GUARANTOR:


_______________________________________(SEAL)
___________________,Individually


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