EMPLOYMENT AGREEMENT

     THIS  AGREEMENT  is  made as of the 9th day of December, 2002, by and among
FREEDOM  BANCSHARES, INC., a bank holding company incorporated under the laws of
the  State  of  Georgia  (the  "Company");  FREEDOM  BANK  OF  GEORGIA,  (In
Organization), a proposed state bank being organized under the laws of the State
of  Georgia (the "Bank") (collectively, the Company and the Bank are referred to
hereinafter  as  the  "Employer"); and TOM W. RANKIN, a resident of the State of
Alabama  (the  "Executive").

                                    RECITALS:

     The  Employer  desires  to  employ  the  Executive  as  President and Chief
Executive  Officer  of  the  Company  and  the Bank and the Executive desires to
accept  such  employment.

     In  consideration  of  the  above  premises  and  the  mutual  agreements
hereinafter  set  forth,  the  parties  hereby  agree  as  follows:

1.     DEFINITIONS.  Whenever  used  in  this Agreement, the following terms and
       -----------
their variant forms shall have the meaning set forth below:

       1.1     "AGREEMENT"  shall  mean  this  Agreement  and  any  exhibits
                ---------
incorporated  herein  together  with  any  amendments  hereto made in the manner
described  in  this  Agreement.

       1.2     "AREA"  shall  mean  the geographic area within the boundaries of
                ----
Jackson  County, Georgia.  It is the express intent of the parties that the Area
as defined herein is the area where the Executive performs services on behalf of
the  Employer  under  this  Agreement  as  of  the  Effective  Date.

       1.3     "BEGINNING  DATE"  shall  mean  November  1,  2002.
                ---------------

       1.4     "BUSINESS  OF  THE EMPLOYER" shall mean the business conducted by
                --------------------------
the Employer, which is the business of commercial banking.

       1.5     "CAUSE"  shall  mean:
                -----

               1.5.1     With  respect  to  termination  by  the  Employer:

                    (a)  A material breach of the terms of this Agreement by the
               Executive,  including,  without  limitation,  failure  by  the
               Executive  to  perform  his  duties  and  responsibilities in the
               manner  and  to  the  extent required under this Agreement, which
               remains  uncured  after  the  expiration  of  thirty  (30)  days
               following  the  delivery  of written notice of such breach to the
               Executive  by  the  Employer.  Such notice shall (i) specifically
               identify the duties that the Board of Directors of the Company or
               the  Bank  believes  the Executive has failed to perform and (ii)
               state  the  facts  upon  which  such  determination  is  made;


<PAGE>
                    (b)  Conduct  by  the  Executive  that  amounts  to  fraud,
               dishonesty,  disloyalty  or willful misconduct in the performance
               of  his  duties  and  responsibilities  hereunder;

                    (c)  Arrest  for,  charged  in  relation  to  (by  criminal
               information,  indictment  or  otherwise),  or  conviction  of the
               Executive during the Term of a crime involving breach of trust or
               moral  turpitude  or  any  felony;

                    (d)  Conduct  by  the  Executive  that  amounts to gross and
               willful  insubordination  or  inattention  to  his  duties  and
               responsibilities  hereunder;  or

                    (e)  Conduct  by  the Executive that results in removal from
               his  position as an officer or executive of the Employer pursuant
               to  a  written  order  by any regulatory agency with authority or
               jurisdiction  over  the  Employer.

               1.5.2  With  respect  to termination by the Executive, a material
     diminution  in  the  powers,  responsibilities  or  duties of the Executive
     hereunder  or  a  material  breach  of  the  terms of this Agreement by the
     Employer,  which  remains  uncured after the expiration of thirty (30) days
     following  the delivery of written notice of such breach to the Employer by
     the  Executive.

     1.6   "CHANGE  OF  CONTROL"  means  any  one  of  the  following  events:
            -------------------

          (a)  the acquisition by any person or persons acting in concert of the
     then  outstanding  voting  securities of either the Company or the Bank if,
     after  the  transaction,  the  acquiring person or persons owns controls or
     holds  the power to vote fifty percent (50%) or more of any class of voting
     securities  of  the  Company  or  the  Bank;

          (b)  within  any  twelve-month  period  (beginning  on  or  after  the
     Effective  Date),  the  persons who were directors of either the Company or
     the  Bank immediately before the beginning of such twelve-month period (the
     "Incumbent  Directors")  shall  cease  to constitute at least a majority of
     such  Board of Directors; provided that any director who was not a director
     as  of  the  beginning of such twelve-month period shall be deemed to be an
     Incumbent Director if that director were elected to such Board of Directors
     by,  or  on  the  recommendation  of  or  with  the  approval  of, at least
     two-thirds  of the directors who then qualified as Incumbent Directors; and
     provided  further that no director whose initial assumption of office is in
     connection  with  an  actual or threatened election contest relating to the
     election  of  directors  shall  be  deemed  to  be  an  Incumbent Director;

          (c)  a  reorganization,  merger,  share  exchange  combination  or
     consolidation,  with  respect to which persons who were the stockholders of
     either  the  Company  or the Bank immediately prior to such reorganization,
     merger,  share  exchange  combination  or consolidation do not, immediately
     thereafter,  own more than fifty percent (50%) of the combined voting power
     entitled  to  vote in the election of directors of the reorganized, merged,
     combined  or  consolidated company's then outstanding voting securities; or


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<PAGE>
          (d)  the  sale,  transfer or assignment of all or substantially all of
     the  assets  of  the  Company  or  the  Bank  to  any  third  party.

       1.7   "CONFIDENTIAL  INFORMATION"  means data and information relating to
              -------------------------
the  business  of  the  Employer  (which  does not rise to the status of a Trade
Secret)  which  is  or  has  been  disclosed  to  the  Executive or of which the
Executive  became  aware  as  a  consequence  of  or  through  the  Executive's
relationship  to  the  Employer  and  which has value to the Employer and is not
generally  known to its competitors.  Confidential Information shall not include
any data or information that has been voluntarily disclosed to the public by the
Employer  (except  where  such  public disclosure has been made by the Executive
without authorization) or that has been independently developed and disclosed by
others,  or  that  otherwise  enters  the  public  domain  through lawful means.

       1.8   "DISABILITY"  shall  mean the inability of the Executive to perform
              ----------
each  of  his  material  duties  under  this  Agreement  for the duration of the
short-term  disability  period  under  the  Employer's  policy then in effect as
certified by a physician chosen by the Employer and reasonably acceptable to the
Executive.

       1.9   "EFFECTIVE  DATE"  shall mean the date the Bank opens for business.
              ---------------

       1.10   "EMPLOYER  INFORMATION"  means  Confidential Information and Trade
               ---------------------
Secrets.

       1.11   "INITIAL  TERM"  shall  mean that period of time commencing on the
               -------------
Beginning  Date  and  running  until the earlier of the close of business on the
last  business  day immediately preceding the third anniversary of the Beginning
Date  or  any  earlier  termination  of  employment  of the Executive under this
Agreement  as  provided  for  in  Section  3.

       1.12   "TERM"  shall  mean  the  Initial  Term and all subsequent renewal
               ----
periods.

       1.13   "TRADE  SECRETS"  means  Employer  information  including, but not
               --------------
limited  to,  technical  or nontechnical data, formulas, patterns, compilations,
programs,  devices,  methods,  techniques,  drawings, processes, financial data,
financial  plans,  product  plans  or  lists of actual or potential customers or
suppliers  which:

          (a)  derives  economic  value,  actual  or  potential,  from not being
     generally known to, and not being readily ascertainable by proper means by,
     other persons who can obtain economic value from its disclosure or use; and

          (b)  is  the  subject  of  efforts  that  are  reasonable  under  the
     circumstances  to  maintain  its  secrecy.

2.   DUTIES.
     ------

     2.1   POSITION.  The Executive is employed as President and Chief Executive
           --------
Officer  of  the Company and the Bank and, subject to the direction of the Board
of  Directors of the Company and the Bank or the applicable Board's designee(s),
shall perform and discharge well and faithfully the duties which may be assigned
to  him  from  time  to  time  by  such  Board  of  Directors  in


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<PAGE>
connection  with  the  conduct  of  the  Employer's  business.  The  duties  and
responsibilities  of the Executive are set forth on Exhibit "A" attached hereto.
                                                    -----------

     2.2   FULL-TIME  STATUS.  In  addition  to  the duties and responsibilities
           -----------------
specifically  assigned  to  the  Executive  pursuant  to Section 2.1 hereof, the
Executive  shall:

          (a)  devote  substantially  all  of  his time, energy and skill during
     regular  business  hours to the performance of the duties of his employment
     (reasonable  vacations and reasonable absences due to illness excepted) and
     faithfully  and  industriously  perform  such  duties;

          (b)  diligently  follow  and  implement  all  reasonable  and  lawful
     financial  policies  and  decisions  communicated  to  him  by the Board of
     Directors  of  the  Company  and  the  Bank;  and

          (c)  timely  prepare  and  forward  to  the  Board of Directors of the
     Company and the Bank all reports and accountings as may be requested of the
     Executive.

     2.3     PERMITTED  ACTIVITIES.  The  Executive  shall  devote  his  entire
             ---------------------
business  time, attention and energies to the Business of the Employer and shall
not  during the Term be engaged (whether or not during normal business hours) in
any  other  business  or  professional activity, whether or not such activity is
pursued  for  gain,  profit  or other pecuniary advantage; but this shall not be
construed  as  preventing  the  Executive  from:

          (a)  investing  his  personal  assets  in businesses which (subject to
     clause  (b) below) are not in competition with the Business of the Employer
     and  which  will  not  require any services on the part of the Executive in
     their operation or affairs and in which his participation is solely that of
     an  investor;

          (b)  purchasing securities in any corporation, the securities of which
     are  regularly  traded  provided that such purchase shall not result in him
     collectively  owning  beneficially at any time five percent (5%) or more of
     the  equity  securities of any business in competition with the Business of
     the  Employer;  and

          (c)  participating in civic and professional affairs and organizations
     and  conferences,  preparing  or  publishing papers or books or teaching so
     long  as  the  Board  of  Directors  of the Company or the Bank approves in
     writing  of  such  activities  prior  to  the Executive's engaging in them.

3.   TERM  AND  TERMINATION.
     ----------------------

     3.1   TERM.     This  Agreement  shall  remain  in effect  for  the Initial
           ----
Term.  At  the  end  of  the  Initial  Term  and at the end of each twelve-month
extension  thereof,  this  Agreement  shall  automatically  be  renewed  for  a
successive  twelve-month  period unless either party gives written notice to the


                                        4
<PAGE>
other  of its or his intent not to renew this Agreement with such written notice
to  be given not less than ninety (90) days prior to the end of the Initial Term
or  such  twelve-month  period.  In  the  event  such  notice  of non-renewal is
properly  given, this Agreement shall terminate at the end of the remaining term
then  in  effect.

     3.2   TERMINATION.  During  the Term, the employment of the Executive under
           -----------
this Agreement may be terminated only as follows:

          3.2.1     By  the  Employer:

               (a)  In  the  event that the Bank fails to receive its regulatory
          charter,  or the Company fails to raise the necessary capital required
          to  open  the  Bank,  and  should the Company's or the Bank's Board of
          Directors  decide  to  forgo future efforts to open the Bank, in which
          event  the  Employer  shall  be  required  to  continue  to  meet  its
          obligation  to  the Executive under Section 4.1 for twelve (12) months
          following  the  effective  date  of  termination;

               (b)  For  Cause, upon written notice to the Executive pursuant to
          Section  1.5.1  hereof,  in  which  event  the  Employer shall have no
          further  obligation  to  the  Executive  except for the payment of any
          amounts  due  and  owing  under  Section  4  on  the effective date of
          termination;

               (c)  Without  Cause at any time, provided that the Employer shall
          give  the  Executive  thirty  (30)  days'  prior written notice of its
          intent  to terminate, in which event the Employer shall be required to
          continue  to  meet  its obligations to the Executive under Section 4.1
          for  the  greater of (i) the remainder of the Term or (ii) twelve (12)
          months  following  the  effective  date  of  termination;  or

               (d)  Upon  the  Disability of the Executive at any time, provided
          that  the  Employer  shall  give the Executive thirty (30) days' prior
          written notice of its intent to terminate, in which event, for six (6)
          months  following  the  effective  date  of  termination  or until the
          Executive  begins  receiving  payments  under the long-term disability
          policy maintained for the employees of the Company and/or the Bank, if
          any,  whichever  occurs  first,  the  Employer  shall  be  required to
          continue  to  meet  its  obligations  under  Sections  4.1.

          3.2.2     By  the  Executive:

               (a)  For  Cause,  upon written notice to the Employer pursuant to
          Section 1.5.2 hereof, in which event the Employer shall be required to
          continue  to  meet  its obligations to the Executive under Section 4.1
          the  greater  of  (i)  the  remainder  of the Term or (ii) twelve (12)
          months  following  the  effective  date  of  termination;  or

               (b)  Without  Cause,  provided  that the Executive shall give the
          Employer  sixty  (60)  days'  prior  written  notice  of his intent to
          terminate,  in  which  event  the  Employer  shall  have  no  further
          obligation  to the Executive except for payment of any amounts due and
          owing  under  Section  4  on  the  effective  date of the termination.


                                        5
<PAGE>
          3.2.3  At  any  time upon mutual, written agreement of the parties, in
     which  event the Employer shall have no further obligation to the Executive
     except  for  payment  of  amounts  due  and  owing  under  Section 4 on the
     effective  date  of  termination.

          3.2.4  Notwithstanding anything in this Agreement to the contrary, the
     Term shall end automatically upon the Executive's death, in which event the
     Employer  shall have no further obligation to the Executive's estate except
     for  payment  of  amounts  due and owing under Section 4 on the date of the
     Executive's  death.

     3.3   CHANGE OF CONTROL.  If,  within  six (6) months following a Change of
           -----------------
Control,  the  Executive  terminates his employment with the Employer under this
Agreement  for  Cause  or the Employer terminates Executive's employment without
Cause,  the  Executive,  or in the event of his subsequent death, his designated
beneficiaries  or  his  estate, as the case may be, shall receive, as liquidated
damages,  in lieu of all other claims, a lump sum severance payment equal to the
amount  of  the  Executive's  current  Base  Salary that would be payable over a
period equal to the greater of (i) the remainder of the Term or (ii) twelve (12)
months  following  the  effective date of termination, to be paid in full on the
last  day of the month following the effective date of termination.  In no event
shall  the  payment(s) described in this Section 3.3 exceed the amount permitted
by  Section  280G  of  the  Internal  Revenue  Code,  as  amended  (the "Code").
Therefore,  if  the  aggregate  present  value (determined as of the date of the
Change of Control in accordance with the provisions of Section 280G of the Code)
of  both  the  severance  payment and all other payments to the Executive in the
nature  of  compensation  which  are  contingent  on  a  change  in ownership or
effective  control  of  the  Company  or  the  Bank  or  in  the  ownership of a
substantial  portion  of  the  assets of the Company or the Bank (the "Aggregate
Severance") would result in a "parachute payment," as defined under Section 280G
of  the  Code,  then the Aggregate Severance shall not be greater than an amount
equal  to 2.99 multiplied by Executive's "base amount" for the "base period," as
those  terms  are  defined  under  Section  280G  of the Code.  In the event the
Aggregate  Severance is required to be reduced pursuant to this Section 3.3, the
Executive  shall  be  entitled  to  determine  which  portions  of the Aggregate
Severance  are to be reduced so that the Aggregate Severance satisfies the limit
set  forth  in  the  preceding  sentence.  Notwithstanding any provision in this
Agreement, if the Executive may exercise his right to terminate employment under
this  Section  3.3  or  under  Section  3.2.2(a), the Executive may choose which
provision  shall  be  applicable.

     3.4   EFFECT OF TERMINATION. Upon termination of the Executive's employment
           ---------------------
hereunder  for any reason, the Employer shall have no further obligations to the
Executive  or  the Executive's estate with respect to this Agreement, except for
the  payment  of  any amounts accrued or otherwise due and owing under Section 4
hereof  and unpaid as of the effective date of the termination of employment and
payments  set  forth  in  Sections  3.2.1(a),  (c) and (d), Section 3.2.2(a), or
Section  3.3  as  applicable.

4.     COMPENSATION.  The  Executive  shall  receive  the  following  salary and
       ------------
benefits  during  the  Term,  except  as  otherwise  provided  below:


                                        6
<PAGE>
     4.1   BASE  SALARY.  The  Executive  shall be compensated at an annual base
           ------------
rate of $135,000 (the "Base Salary").  The obligation for payment of Base Salary
shall  be  apportioned  between  the Company and the Bank as they may agree from
time  to  time  in  their sole discretion.  The Executive's Base Salary shall be
reviewed  by the non-employee directors of the Board of Directors of the Company
and  the  Bank  (the  "Outside  Directors") at least annually, and the Executive
shall be entitled to receive annually an increase in such amount, if any, as may
be  determined  by  the  Outside  Directors  based  on  their evaluations of the
Executive's  performance.  Any  increase in the Executive's Base Salary shall be
generally  at  least  equal to any increase received by other officers similarly
situated  to the Executive.  Base Salary shall be payable in accordance with the
Employer's  normal  payroll  practices,  except  that, Base Salary earned by the
Executive  for  the months of November and December of 2002 shall be accrued and
payable  to  the  Executive  as  of the first payroll period in January of 2003.

     4.2   INCENTIVE COMPENSATION.  The  Executive  shall be eligible to receive
           ----------------------
annual bonus compensation (the "Annual Bonus") in an amount equal to up to fifty
percent  (50%)  of the Executive's Base Salary, which amount shall be determined
based  on performance goals established by the Board of Directors of the Company
and the Bank; provided, however, that the Executive shall only be entitled to an
Annual Bonus if the Bank has a CAMELS rating of 1 or 2 for the year to which the
Annual  Bonus relates.  Any Annual Bonus will be payable within ninety (90) days
following  the  last  day  of  the  calendar year for which such Annual Bonus is
earned.

     4.3   STOCK  OPTIONS.  As  soon  as  practicable after the date hereof, the
           --------------
Company will establish a stock incentive plan and will grant to the Executive an
incentive  stock  option to purchase 20,000 shares of the Company's common stock
at  an  exercise  price  of  $10.00 per share.  The option will be issued by the
Company  pursuant to the Company's stock incentive plan and subject to the terms
of  a  related  stock  option  agreement.  The option will vest according to the
vesting  schedule  set  forth  in the applicable stock option agreement.  Upon a
Change  of Control, the option will become fully vested and exercisable, subject
to  restrictions  as may be imposed by the Bank's primary regulator.  The option
shall  expire  generally upon the earliest of (i) three (3) months following the
Executive's  termination  of  employment;  (ii)  one  (1)  year  following  the
Executive's  termination  of employment due to death or disability; or (iii) the
tenth  anniversary  of  the  option  grant  date.

     4.4   AUTOMOBILE.  The Employer  will  provide the Executive with a monthly
           ----------
automobile  allowance  equal  to  $650  per  month.

     4.5   HEALTH  INSURANCE.  The  Employer  will  reimburse  the Executive for
           -----------------
the cost of premium payments paid by the Executive for COBRA continuation health
insurance  coverage  covering  the  Executive  and  the members of his immediate
family  as  offered  by  the  Executive's  prior employer until such time as the
Executive  and  the  members  of his immediate family are no longer eligible for
COBRA  continuation  health  insurance  coverage  or the Company or the Bank, as
applicable,  adopts  a health insurance plan for employees of the Company and/or
the  Bank,  whichever  occurs  first.

     4.6   RELOCATION EXPENSES.  The  Employer agrees to reimburse the Executive
           -------------------
for  reasonable  and  necessary  moving expenses incurred in connection with the


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<PAGE>
Executive's  relocation  to the Jackson County, Georgia area in an amount not to
exceed  $4,500.  In addition, for a period of up to six (6) months following the
Beginning  Date,  the  Employer  will reimburse the Executive for reasonable and
necessary  temporary  living  expenses  (including,  but not limited to rent and
utility  expenses) incurred by the Executive in the Jackson County, Georgia area
in  an  amount  not  to  exceed  $400 per week.  As a condition to reimbursement
pursuant  to this Section, the Executive shall submit verification of the nature
and  amount of such expenses in accordance with reimbursement policies from time
to  time  adopted  by the Employer and in sufficient detail to comply with rules
and  regulations  promulgated  by  the  Internal Revenue Service.  The Executive
acknowledges  that  the  Employer  has  made  no  representations concerning the
taxability  or  nontaxability  of any of the reimbursements contemplated by this
Section  4.6.

     4.7   BUSINESS  EXPENSES;  MEMBERSHIPS.  The  Employer  specifically agrees
           --------------------------------
to  reimburse  the  Executive  for:

          (a)  reasonable  and  necessary  business  expenses (including travel)
     incurred  by  him in the performance of his duties as approved by the Board
     of  Directors  of  the  Company  and/or  the  Bank;

          (b)  the  reasonable dues and business related expenditures associated
     with  membership  in  trade  and professional associations, as are mutually
     agreed  upon by the Executive and the Employer, which are commensurate with
     the  Executive's  position;  and

          (c)  the  dues and business related expenditures, including initiation
     fees,  associated  with  membership in a single country club as selected by
     the  Executive and approved by the Board of Directors of the Company and/or
     the  Bank;

provided,  however,  that  the  Executive  shall,  as  a  condition  of  any
reimbursement,  submit verification of the nature and amount of such expenses in
accordance with reimbursement policies from time to time adopted by the Employer
and in sufficient detail to comply with rules and regulations promulgated by the
Internal  Revenue  Service.

     4.8   VACATION.  On a non-cumulative basis, the Executive shall be entitled
           --------
to  four (4) weeks of vacation in each successive twelve-month period during the
Term,  during  which  his  compensation  shall  be  paid  in  full.

     4.9   BENEFITS.  In  addition  to  the  benefits  specifically described in
           --------
this  Agreement,  the  Executive  shall  be  entitled to such benefits as may be
available  from time to time to executives of the Employer similarly situated to
the  Executive.  All  such  benefits  shall  be  awarded  and  administered  in
accordance  with  the Employer's standard policies and practices.  Such benefits
may  include,  by  way  of  example  only,  profit-sharing and retirement plans,
dental,  health,  life  and  disability  insurance benefits, sick leave and such
other  benefits  as  the  Employer  deems  appropriate.

     4.10   WITHHOLDING.  The  Employer  may  deduct  from  each  payment  of
            -----------
compensation  hereunder  all  amounts  required  to  be deducted and withheld in
accordance  with  applicable  federal  and  state  income  tax,  FICA  and other
withholding  requirements.


                                        8
<PAGE>
5.    EMPLOYER  INFORMATION.
      ---------------------

     5.1   OWNERSHIP  OF  EMPLOYER  INFORMATION.   All  Employer  Information
           ------------------------------------
received  or  developed  by  the  Executive  while employed by the Employer will
remain  the  sole  and  exclusive  property  of  the  Employer.

     5.2   OBLIGATIONS  OF  THE  EXECUTIVE.  The  Executive  agrees:
           -------------------------------

          (a)  to  hold  Employer  Information  in  strictest  confidence;

          (b)  not  to  use,  duplicate,  reproduce,  distribute,  disclose  or
     otherwise  disseminate  Employer Information or any physical embodiments of
     Employer  Information;  and

          (c)  in  any event, not to take any action causing or fail to take any
     action  necessary  in order to prevent any Employer Information from losing
     its  character or ceasing to qualify as Confidential Information or a Trade
     Secret.

In  the  event  that  the  Executive is required by law to disclose any Employer
Information,  the  Executive will not make such disclosure unless (and then only
to  the extent that) the Executive has been advised by independent legal counsel
that such disclosure is required by law and then only after prior written notice
is  given  to the Employer when the Executive becomes aware that such disclosure
has  been  requested and is required by law.  This Section 5 shall survive for a
period  of  two (2) years following termination of this Agreement for any reason
with  respect to Confidential Information, and shall survive termination of this
Agreement  for  any  reason  for so long as is permitted by applicable law, with
respect  to  Trade  Secrets.

     5.3   DELIVERY  UPON REQUEST OR TERMINATION.  Upon request by the Employer,
           -------------------------------------
and  in  any  event  upon  termination  of his employment with the Employer, the
Executive  will  promptly  deliver to the Employer all property belonging to the
Employer,  including,  without  limitation, all Employer Information then in his
possession  or  control.

6.     NON-COMPETITION.  The  Executive agrees that during his employment by the
       ---------------
Employer  hereunder  and,  in  the  event  of  his  termination:

     -    by the Employer for Cause pursuant to Section 3.2.1(b),
     -    by the Employer without Cause pursuant to Section 3.2.1(c),
     -    by the Executive for Cause pursuant to Section 3.2.2(a),
     -    by the Executive without Cause pursuant to Section 3.2.2(b), or
     -    by  the  Executive  in connection with a Change of Control pursuant to
          Section  3.3

for  a period of twelve (12) months thereafter, he will not (except on behalf of
or  with  the  prior  written  consent of the Employer), within the Area, either
directly  or  indirectly,  on  his  own behalf or in the service or on behalf of
others,  as an executive employee or in any other capacity which involves duties
and  responsibilities similar to those undertaken for the Employer (including as


                                        9
<PAGE>
an  organizer,  director  or  proposed  executive  officer  of  a  new financial
institution),  engage  in  any  business which is the same as or essentially the
same  as  the  Business  of  the  Employer.

7.     NON-SOLICITATION  OF  CUSTOMERS.  The  Executive  agrees  that during his
       -------------------------------
employment by the Employer hereunder and, in the event of his termination:

     -    by the Employer for Cause pursuant to Section 3.2.1(b),
     -    by the Employer without Cause pursuant to Section 3.2.1(c),
     -    by the Executive for Cause pursuant to Section 3.2.2(a),
     -    by the Executive without Cause pursuant to Section 3.2.2(b), or
     -    by the Executive  in  connection  with a Change of Control pursuant to
          Section  3.3

for  a period of twelve (12) months thereafter, he will not (except on behalf of
or  with the prior written consent of the Employer), within the Area, on his own
behalf  or in the service or on behalf of others, solicit, divert or appropriate
or  attempt  to  solicit,  divert  or  appropriate, any business from any of the
Employer's  customers,  including  prospective  customers actively sought by the
Employer,  with  whom  the Executive has or had material contact during the last
two  (2) years of his employment, for purposes of providing products or services
that  are  competitive  with  those  provided  by  the  Employer.

8.     NON-SOLICITATION  OF  EMPLOYEES.  The  Executive  agrees  that during his
       -------------------------------
employment  by  the  Employer  hereunder  and,  in the event of his termination:

     -    by the Employer for Cause pursuant to Section 3.2.1(b),
     -    by the Employer without Cause pursuant to Section 3.2.1(c),
     -    by the Executive for Cause pursuant to Section 3.2.2(a),
     -    by the Executive without Cause pursuant to Section 3.2.2(b), or
     -    by  the  Executive  in connection with a Change of Control pursuant to
          Section  3.3

for  a period of twelve (12) months thereafter, he will not, within the Area, on
his  own  behalf  or  in the service or on behalf of others, solicit, recruit or
hire  away  or  attempt  to  solicit,  recruit or hire away, any employee of the
Employer,  whether  or  not:

     -    such  employee  is a full-time employee or a temporary employee of the
          Employer,
     -    such employment is pursuant to written agreement, or
     -    such employment is for a determined period or is at will.

9.     REMEDIES.  The  Executive agrees that the covenants contained in Sections
       --------
5 through 8 of this Agreement are of the essence of this Agreement; that each of
the covenants is reasonable and necessary to protect the business, interests and
properties  of  the  Employer,  and  that  irreparable  loss  and damage will be
suffered  by the Employer should he breach any of the covenants.  Therefore, the
Executive  agrees and consents that, in addition to all the remedies provided by
law  or  in  equity,  the  Employer shall be entitled to a temporary restraining
order  and  temporary  and  permanent  injunctions  to  prevent  a  breach  or
contemplated  breach  of  any  of the covenants.  The Employer and the Executive
agree  that  all  remedies  available  to  the  Employer  or  the  Executive, as
applicable,  shall  be  cumulative.


                                       10
<PAGE>
10.     SEVERABILITY.  The parties agree that each of the provisions included in
        ------------
this  Agreement is separate, distinct and severable from the other provisions of
this  Agreement  and  that  the  invalidity or unenforceability of any Agreement
provision shall not affect the validity or enforceability of any other provision
of this Agreement.  Further, if any provision of this Agreement is ruled invalid
or  unenforceable  by  a  court  of competent jurisdiction because of a conflict
between  the  provision  and  any applicable law or public policy, the provision
shall  be  redrawn  to  make  the  provision  consistent  with,  and  valid  and
enforceable  under,  the  law  or  public  policy.

11.     NO SET-OFF BY THE EXECUTIVE.  The existence of any claim, demand, action
        ---------------------------
or cause of action by the Executive against the Employer whether predicated upon
this  Agreement  or otherwise, shall not constitute a defense to the enforcement
by  the  Employer  of  any  of  its  rights  hereunder.

12.     NOTICE.  All  notices  and  other  communications  required or permitted
        ------
under  this  Agreement shall be in writing and shall be delivered by hand or, if
mailed,  shall  be  sent  via  the United States Postal Service, certified mail,
return  receipt requested or by overnight courier.  All notices hereunder may be
delivered  by  hand  or  overnight  courier,  in which event the notice shall be
deemed effective when delivered. All notices and other communications under this
Agreement  shall  be  given  to  the  parties hereto at the following addresses:

                       (i)    If  to  the  Company,  to  it  at:

                              Freedom  Bancshares,  Inc.
                              244  John  B.  Brooks  Rd.
                              Pendagrass,  GA  30567

                       (ii)   If  to  the  Bank,  to  it  at:

                              Freedom  Bank  of  Georgia
                              244  John  B.  Brooks  Rd.
                              Pendagrass,  GA  30567

                       (iii)  If  to  the  Executive,  to  him  at:

                              Tom  W.  Rankin
                              P.O.  Box  1575
                              Albertville,  AL  35950

Any  party  hereto  may  change  his  or  its address by advising the others, in
writing,  of  such  change  of  address.

13.     ASSIGNMENT.  Neither  party hereto may assign or delegate this Agreement
        ----------
or  any  of  its rights and obligations hereunder without the written consent of
the  other  party  to  this  Agreement.


                                       11
<PAGE>
14.     WAIVER.  A  waiver  by one party to this Agreement of any breach of this
        ------
Agreement  by the other party to this Agreement shall not be effective unless in
writing,  and no waiver shall operate or be construed as a waiver of the same or
another  breach  on  a  subsequent  occasion.

15.     ARBITRATION.  Any  controversy  or  claim  arising out of or relating to
        -----------
this contract, or the breach thereof, shall be settled by binding arbitration in
accordance  with  the  Commercial  Arbitration Rules of the American Arbitration
Association.  Judgment  upon the award rendered by the arbitrator may be entered
only  in  a  state court of Jackson County or the federal court for the Northern
District  of Georgia.  The Employer and the Executive agree to share equally the
fees  and  expenses  associated  with  the  arbitration  proceedings.
EXECUTIVE  MUST  INITIAL  HERE:   /s/  TR .
                                 ---------

16.     ATTORNEYS'  FEES.  In the event that the parties have complied with this
        ----------------
Agreement  with respect to arbitration of disputes and litigation ensues between
the  parties  concerning  the  enforcement  of  an  arbitration award, the party
prevailing  in such litigation shall be entitled to receive from the other party
all reasonable costs and expenses, including without limitation attorneys' fees,
incurred  by  the  prevailing  party in connection with such litigation, and the
other  party  shall pay such costs and expenses to the prevailing party promptly
upon  demand  by  the  prevailing  party.

17.     APPLICABLE  LAW.  This  Agreement  shall be construed and enforced under
        ---------------
and in accordance with the laws of the State of Georgia.

18.     INTERPRETATION.  Words  importing any gender include all genders.  Words
        --------------
importing  the singular form shall include the plural and vice versa.  The terms
"herein",  "hereunder", "hereby", "hereto", "hereof" and any similar terms refer
to  this  Agreement.  Any captions, titles or headings preceding the text of any
article,  section  or  subsection herein are solely for convenience of reference
and  shall  not  constitute  part  of  this  Agreement  or  affect  its meaning,
construction  or  effect.

19.     ENTIRE  AGREEMENT.  This  Agreement  embodies  the  entire  and  final
        -----------------
agreement  of  the  parties  on the subject matter stated in this Agreement.  No
amendment  or  modification of this Agreement shall be valid or binding upon the
Employer  or  the  Executive  unless made in writing and signed by both parties.
All  prior  understandings and agreements relating to the subject matter of this
Agreement  are  hereby  expressly  terminated.

20.     RIGHTS  OF  THIRD  PARTIES.  Nothing  herein expressed is intended to or
        --------------------------
shall  be  construed to confer upon or give to any person, firm or other entity,
other  than  the  parties  hereto  and  their  permitted  assigns, any rights or
remedies  under  or  by  reason  of  this  Agreement.

21.     SURVIVAL.  The  obligations  of the Executive pursuant to Sections 5, 6,
        --------
7,  8  and  9  shall  survive the termination of the employment of the Executive
hereunder for the period designated under each of those respective sections.

22.     JOINT  AND  SEVERAL.  The obligations of the Company and the Bank to the
        -------------------
Executive  hereunder  shall  be  joint  and  several.


                                       12
<PAGE>
     IN  WITNESS  WHEREOF,  the  Employer  and  the  Executive have executed and
delivered  this  Agreement  as  of  the  date  first  shown  above.


                                          FREEDOM  BANCSHARES,  INC.


                                          By:         /s/  Thomas  H.  Hardy
                                                 -------------------------------
                                                 Signature

                                                      Thomas  H.  Hardy
                                                 -------------------------------
                                                 Print  Name

Attest:    /s/ Richard S. Adams, Sr.                  Chairman
       -------------------------------           -------------------------------
       R.S. (Steve) Adams                        Title



                                          FREEDOM  BANK  OF  GEORGIA


                                          By:         /s/  Thomas  H.  Hardy
                                                 ----------------------
                                                 Signature

                                                      Thomas  H.  Hardy
                                                 -------------------------------
                                                 Print  Name

Attest:    /s/ Richard S. Adams, Sr.                  Chairman
       -------------------------------           -------------------------------
       R.S. (Steve) Adams                        Title




                                                 /s/Tom  W.  Rankin
                                         ---------------------------------------
                                         TOM  W.  RANKIN

                                         Date:  12-9-02
                                              ----------------------------------



                                       13
<PAGE>
                                   EXHIBIT "A"
                                   -----------

                              POSITION DESCRIPTION

                            CHIEF EXECUTIVE OFFICER

Function:
--------

     The  Chief  Executive  Officer  has  responsibility  for  management of all
     aspects  of  the  Company and the Bank to ensure maximum profits within the
     best interests of the shareholders, customers, employees and the community,
     and  consistent  also  with  the  safety  and  soundness  of  the  Bank. In
     conjunction  with  the  Board of Directors of the Company and the Bank, the
     Chief  Executive  Officer  has  responsibility  for  the  formation  and
     maintenance  of  capital,  capital  expenditures,  acquisition  and/or
     disposition  of  assets  and  the  declaration  of  dividends.

     The Chief Executive Officer is responsible for the planning, implementation
     and control of long-term objectives subject to the approval of the Board of
     Directors  of  the  Company  and/or  the  Bank. The Chief Executive Officer
     develops  and maintains organizational structure, hires competent personnel
     and  plans  for  management  succession  with  the  concurrence  of  the
     Compensation  Committee  of  the  applicable  Board of Directors. The Chief
     Executive  Officer  coordinates  major  activities  through  subordinates,
     approves  budgets  and evaluates Company and Bank-wide operations under the
     guidance  of  the  applicable  Board  of  Directors.

     The  Chief  Executive  Officer  provides leadership in establishing overall
     objectives,  policies  and  plans. The Chief Executive Officer develops the
     pricing  and  investment policies in conjunction with various committees of
     the  applicable  Board  of  Directors.  The Chief Executive Officer reviews
     financial and operating statements, and determines adequacy of reserves and
     makes  recommendations  to the Board of Directors of the Company and/or the
     Bank.

     The  Chief  Executive Officer maintains relationships with customers, peers
     within  the  banking  community,  employees,  the Board of Directors of the
     Company  and/or  the  Bank  and  regulators. The Chief Executive Officer is
     responsible  for implementing the overall marketing plan for the bank under
     the  guidance  of the Board. The Chief Executive Officer is responsible for
     shareholder  relationships  and  planning the annual shareholders' meeting.

     The  Chief  Executive  Officer  acts as the principal representative of the
     Company  and  the  Bank  with  the  press,  other businesses, community and
     industry  associations  and  government  agencies.

     The  Chief  Executive  Officer  serves as a member of all committees of the
     Board  of  Directors  of  the  Company  and/or  the  Bank, except the audit
     committee.


                                      A-1
<PAGE>
Reports  to:
-----------

     The  Chief  Executive  Officer  reports  to  the  Board of Directors of the
     Company  and/or  the  Bank.


                                      A-2
<PAGE>