**FREEDOM
        FINANCIAL GROUP, INC.**
  **CODE
        OF ETHICS**
 
 I.  GENERAL
        POLICY
 
 Congress
        passed the Sarbanes-Oxley Act of 2002, which is designed to improve financial
        disclosure and controls, and promote ethical business practices of U.S.
        companies. In the spirit of the Sarbanes-Oxley Act, we would like to remind
        our
        employees of their duty to act ethically and in the best interest of Freedom
        Financial Group, Inc. (the "Company") and its stockholders. The Company is
        issuing this Code of Ethics to reaffirm our existing policies to promote
        the
        highest ethical standards and business practices at the Company.
 
 This
        policy is in addition to, and should be read in conjunction with, the Company's
        existing policies, practices and procedures, including (but not limited to)
        the
        Company's policies on securities trades, proprietary inventions, trade secrets
        and employee conduct/harassment.
 
 The
        Company expects all employees to observe high ethical standards in the
        performance of their duties, to observe all laws and regulations governing
        business transactions, and to use corporate funds and assets only for legitimate
        and ethical purposes. The guidelines in this Code of Ethics govern the conduct
        of every aspect of the business of the Company in all jurisdictions in which
        the
        Company does business.
 
 The
        officers of the Company are responsible for assuring consistent adherence
        to
        this Code of Ethics by setting the standard for business ethics by their
        conduct
        of the Company's business and through appropriate policies.
 
 Each
        employee, however, ultimately is responsible for his or her own actions.
        All
        employees must acquaint themselves with the legal standards and restrictions
        applicable to their assigned duties and responsibilities, and conduct themselves
        accordingly. Employees shall not attempt to achieve indirectly, through the
        use
        of agents and other intermediaries, what is forbidden directly. Whenever
        the
        legality or propriety of any proposed program or course of conduct is subject
        to
        question, it is mandatory for the employee involved to obtain advice concerning
        these policies from the person to whom he or she reports and, when appropriate,
        to request the President’s advice.
  All
        personnel within the Company must strive to preserve the Company's reputation
        for fair dealing with others in all circumstances. Payments for favorable
        governmental action, consideration or treatment are prohibited under many
        laws
        of the United States and will not be tolerated.
 
 
 The
        Company expects all employees to comply with the provisions of this Code
        of
        Ethics. Any waiver of this Code of Ethics for executive officers or directors
        may be made only by the Board of Directors or a committee of the Board of
        Directors and will be promptly disclosed as required by law.
 
 
 *All
        references to the "Company" mean Freedom Financial Group, Inc. and all of
        its
        subsidiaries and affiliates. All references to "employees" should be understood
        as referring to officers and directors as well.
 
 II. PROHIBITED
        ACTIVITIES
 
 Below
        is
        a statement of the Company's policy prohibiting illegal or unethical
        activities.
 
 1.
        The
        use of corporate assets or funds for any unlawful or improper purpose is
        prohibited.
 
 2.
        No
        undisclosed or unrecorded asset or fund of the Company, regardless
        of its intended purpose or use, shall be created or established for any
        purpose.
 
 3.
        No
        false, improper or artificial entry shall be made in any books, records or
        accounts of the Company for any reason, and no employee shall engage in any
        arrangement that results in such prohibited act. The accounting records of
        the
        Company must, at all times, accurately and fairly reflect in reasonable detail
        the transactions and dispositions of the Company's assets.
 
 4.
        No
        transaction or payment shall be made or approved without adequate supporting
        documentation or for any unlawful, improper or unauthorized purpose. No payment
        on behalf of the Company shall be approved or made with the intention or
        understanding that any part of the payment is to be used for other than the
        purpose set forth in supporting documentation.
 
 5.
        No
        undisclosed rebate shall be made to the Company or to any of its officers,
        employees, agents or representatives, and no kickbacks or commercial bribes
        or
        other form of payoff are to be made to or received from any supplier, customer
        or other business firm.
 
 6.
        No
        commission payments shall be made in excess of those required in the ordinary
        course of business.
 
 7.
        No
        employee shall make, or cause to be made, false or misleading statements,
        or
        omit to state, or cause any other person to omit to state, or otherwise conceal,
        any material fact in connection with (i) any audit or examination of the
        financial statements of the Company or (ii) the preparation or filing of
        any
        document or report required to be filed with the Securities and Exchange
        Commission, or otherwise.
 
 
 8.
        All
        supervisory personnel shall be responsible for the completeness and accuracy
        of
        all books, records and accounts, and for compliance with this policy within
        their specific areas of responsibility (including distribution of this policy
        to
        ensure necessary staff knowledge and compliance).
 
 9.
        No
        employee shall pay or offer to pay anything of value (including money,
        materials, equipment, facilities or services) to any federal, state or local
        government (or subdivision thereof), governmental official or political party
        for the purpose of inducing the recipient or a member of his or her immediate
        family to exert influence in obtaining or retaining business for, granting
        special consideration to, or foregoing any claim against, the
        Company.
 
 10.
        No
        employee shall disclose directly or indirectly any Company confidential
        information acquired in the course of his or her employment, or use that
        information to further any personal interest.
 
 11.
        No
        employee shall buy or sell the Company's stock or recommend the purchase
        or sale
        to others on the basis of information about the Company that is not generally
        known outside the Company, and that could affect the market value of the
        Company's stock.
 
 12.
        No
        employee shall use Company funds, property or resources to support any political
        party, campaign or candidate.
 
 13.
        If a
        legal or accounting question arises regarding the application of this policy
        or
        any other policy of the Company, the Chairman of the Audit Committee must
        be
        promptly consulted.
 
 14.
        Any
        employee who knows of any unrecorded asset or fund or any prohibited
        act or activity must report it promptly to the Chairman of the Audit
        Committee.
 
 III. CONFLICTS
        OF INTEREST
 A. GENERAL
 
 Each
        employee owes the Company his or her undivided loyalty and should ensure
        that
        all decisions and transactions are made in the best interest of the Company
        and
        its stockholders. No employee should permit himself or herself to be placed
        in a
        position which might give rise to the appearance of transacting or using
        corporate assets other than for the best interest of the Company.
 
 It
        is not
        possible to enumerate all situations which may constitute a conflict of
        interest; the facts of each case will determine whether the interest in question
        involves an actual or potential conflict. Relevant factors would include
        the
        amount of business involved, the extent to which an employee could influence
        the
        Company's decisions with respect to a transaction, and whether the interest
        is of such a nature that it might affect the objectivity or business judgment
        of
        an employee.
 
 
 You
        should refer to the Company's Employee Handbook for additional
        detail.
 
 B. PROHIBITED
        CONFLICTS OF INTEREST
 
 No
        employee of the Company shall:
 
 1.
        Seek
        or accept, or permit members of his or her immediate family to seek or accept,
        any gifts, payment, fee, service, commission, share in profits, loan, or
        other
        special consideration, favor or privilege, except of nominal value (less
        than
        $100), from any business or organization that does or seeks to do business
        with
        the Company (or any subsidiary of such business or organization), or which
        is a
        competitor of the Company, or any governmental official or employee. This
        prohibition would apply to common courtesies and hospitality if their scale
        or
        nature would in any way appear to affect the impartiality of the individual
        involved, or imply a conflict of interest between the individual and the
        Company, or they are of such a nature that the employee would not be able
        to
        reciprocate under Company policy;
 
 2.
        Disclose or use confidential information gained by reason of employment by
        the
        Company for profit or advantage for himself or herself or anyone
        else;
 
 3.
        Compete with the Company in the acquisition or disposition of property or
        rights; or
 
 4.
        Have
        travel or overnight accommodations paid for by a current or prospective business
        associate without prior written approval of the President of the
        Company.
 
 C. TRANSACTIONS
        AND SITUATIONS TO BE REPORTED
 
 The
        following paragraphs illustrate activities which typically may involve a
        conflict of interest. Any transaction or situation described in the following
        paragraphs, and any other conflict between the personal financial interest
        of an
        employee of the Company or a member of the employee's immediate family and
        the
        financial interests of the Company, shall be reported immediately in writing
        to
        the employee's immediate supervisor.
 
 In
        all
        circumstances, appropriate action to protect the Company's interests shall
        be
        taken in the light of all the circumstances by the supervisor, who shall
        consult
        with the President or Chairman of the Audit Committee. In some cases, prompt
        elimination of the conflict will be required, while in other cases full
        disclosure of the facts will be sufficient.
 
 Examples
        of Conflicts of Interest:
 
 (1)
        Financial Interest. An employee, or any member of his or her immediate family,
        holding investments or any other direct or indirect financial interest in
        (including indebtedness to) the business of a customer, distributor, agent,
        contractor, vendor or supplier of the Company, or any enterprise to which
        financing accommodations are, or may be, extended by the Company, or any
        other
        organization (a) which has, or is seeking to have, business dealings with
        the
        Company, where there is an opportunity for preferential treatment to be given
        to
        or received from such organization or (b) which is or plans to be engaged
        in any
        type of business that is competitive with the businesses carried on by the
        Company, whether such interest is acquired before or after the relationship
        with
        the Company is established.
 
 
 (2)
        Interest in Property. An employee or a member of his or her immediate family
        acquiring or holding an investment in property in which the Company may have
        an
        existing interest, by lease or otherwise, or in which they may have knowledge
        of
        a possible corporate interest. If the Company expresses an interest in any
        property in which the employee has an interest, such interest must be disclosed
        to the Company.
 
 No
        employee may buy, sell or lease any kind of property, facilities or equipment
        from or to the Company or any firm or individual that has, or is seeking
        to
        have, a business relationship with the Company for other than fair market
        value.
 
 (3)
        Relationship with Customer, Supplier, Vendor, Distributor or Competitor of
        the
        Company. Each employee must disclose whether such employee is serving as
        an
        officer, director or consultant of, or in any management capacity for, or
        having
        any other interest in or relationship with, any individual, firm or other
        company (a) which is doing or seeking to do business with the Company or
        (b)
        which is engaged in any type of business that is competitive with the businesses
        carried on by the Company. The employee must comply with the Company's policies
        and objective criteria when recommending any individual, firm or business
        with
        whom the employee has a relationship.
 
 (4)
        Holding Other Positions to Detriment of the Company. Holding or maintaining
        any
        relationships, including any employment or other participation in a business
        enterprise or arrangement for the purchase or sale of goods or services,
        between
        the employee or a member of his or her immediate family, or a business
        enterprise owned by any of them, and a supplier of goods or services to the
        Company.
 
 (5)
        Outside Activities. It is not the intent of this Code of Ethics to discourage
        participation by employees in civic, welfare, political and similar activities,
        but in all of these participations employees should be sensitive to any
        embarrassment or prejudice that they may cause the Company.
 
 If,
        in
        the employee's judgment, a contemplated outside interest or activity may
        present
        a conflict of interest, or may be prohibited by reason of a narrow technical
        interpretation of the above statements, but the employee believes that this
        interest or activity does not violate accepted standards of ethical conduct
        and
        is not harmful to the Company, its customers or the public interest, the
        employee may request approval in advance of the interest or activity from
        the
        President or the Chairman of the Audit Committee.
 
 In
        the
        event approval is given and the employee acquires the interest or becomes
        involved in the activity, the employee will have a continuing responsibility
        to
        ensure that no conflict of interest develops.
  
 IV. COMMERCIAL
          TRANSACTIONS/FINANCIAL REPORTING
 Employees
        have an obligation to deal with the Company's customers and suppliers in
        a
        consistently fair and honorable manner. In addition to the statements made
        elsewhere in this Code of Ethics, the following must be observed in the
        day-to-day dealings of the Company's personnel with outsiders.
 
 Neither
        the Company nor any employee shall, either directly or indirectly,
        pay, authorize or participate in any payment or gift for the direct or indirect
        benefit of any supplier, customer, distributor, agent or other person for
        the
        purpose of inducing the recipient to enter into or maintain a business
        relationship with, grant special consideration to, or otherwise act against
        the
        interest of those whom he or she represents, or if the giving of the payment
        or
        gift is, or appears to be, improper or unethical compensation.
 
 It
        is
        presumed that a payment or gift is improper if, at the time of the transaction,
        the service or act rendered or the product acquired in return is (i) worth
        substantially less than the consideration given, (ii) contrary to the interest
        of those whom the recipient of the payment or gift represents, (iii) required
        by
        law or custom to be performed without charge, or (iv) different from the
        services or act which the payment purports to remunerate.
 
 All
        arrangements with third parties, such as distributors or agents, must be
        formalized in a written contract or purchase order which provides for services
        that are in fact to be performed, and for reasonable fees.
 
 All
        payments for commissions, discounts or rebates must be made by Company check
        or
        draft (not by cashier's check or in currency). The preferred method of affecting
        a rebate is by credit memoranda issued to the customer, unless the Company's
        check or draft (not a cashier's check or currency) is necessary due to the
        transaction. Any check or draft should refer to the sales invoices involved,
        the
        name of the agent, distributor or customer, and indicate the amount of
        commission, discount or rebate.
 
 The
        Company is required to make and keep books and records and accounts which,
        in
        reasonable detail, accurately and fairly reflect the Company's transactions
        and
        dispositions of assets. Compliance with the Company's established internal
        financial controls is required at all
 times.
 
 Each
        employee is expected to comply with, and not override, or attempt to override,
        the Company's system of internal accounting control which has been devised,
        among other matters, to provide assurances that (i) the transactions are
        executed in accordance with management's authorization, (ii) transactions
        are
        recorded as necessary to permit the preparation of financial statements in
        conformity with generally accepted accounting principles and to maintain
        accountability for assets, (iii) access to assets is permitted only with
        management's authorization, and (iv) the recorded accountability for assets
        is compared
        with existing assets at reasonable intervals, and appropriate action is taken
        with respect to any discrepancies.
 
 
 The
        Sarbanes-Oxley Act imposes new requirements on public companies to enhance
        the
        effectiveness of disclosure controls and procedures so that companies like
        ours
        properly collect, process and disclose information required to be filed with
        the
        Securities and Exchange Commission. Full, fair, accurate, timely and
        understandable disclosures in the Company's periodic reports to the public
        and
        to governmental authorities are legally required and are essential to the success
        of the Company's business. Each employee is expected to exercise care in
        contributing to or preparing such reports in accordance with the following
        guidelines:
 
 ·  All
          of
          the Company's accounting records, as well as reports produced from those
          records, must be in accordance with the laws of each applicable
          jurisdiction.
 
 ·  All
          records must fairly and accurately reflect the transactions or occurrences
          to
          which they relate.
 
 ·  All
          records must fairly and accurately reflect, in reasonable detail, the Company's
          assets, liabilities, revenues and expenses.
 
 ·  The
          Company's accounting records must not contain any false or intentionally
          misleading entries.
 
 ·  No
          transactions should be intentionally misclassified as to accounts, departments
          or accounting periods.
 
 ·  All
          transactions must be supported by accurate documentation in reasonable
          detail
          and recorded in the proper account and in the proper accounting
          period.
 
 ·  No
          information should be concealed from the independent auditors, and auditors
          shall have unrestricted access to all documents and records of the
          Company.
 
 ·  All
          employees are required to cooperate fully with external audits, and in
          no case
          may an employee make a false or misleading statement to any auditor, withhold
          records, or otherwise interfere with an audit.
 An
        employee who has knowledge of any unreported or improperly reported financial
        activity must report such information to the Audit Committee Chairman, presently
        Mr. Stephen J. Gore, ( sgore@signlink.com or
        417-848-1981), or to Tom O’Neal, outside counsel with Shughart, Thomson and
        Kilroy ( toneal@stklaw.com or
        417-829-3801). These rules are intended to enhance investor confidence that
        the
        Company's system of disclosure controls and procedures is adequate, is regularly
        monitored and evaluated to ensure that shortcomings are corrected.
 
 If
        you
        feel uncomfortable reporting improper activity for whatever reason, you may
        anonymously send a detailed note, with relevant documents, to the Audit
        Committee Chairman, or to Tom O’Neal. Any report you make will be dealt with
        confidentially, although there may be a point where your identity may become
        known or have to be revealed in the course of an investigation or to take
        corrective action. You have the commitment of the Company and of the Audit
        Committee of the Company's Board of Directors, which is composed of independent
        directors, that you will be protected from retaliation for your good faith
        actions.
 
 
 V. GOVERNMENT
        CONTRACTS
 
 Special
        care must be taken to comply with specific laws, rules, regulations and
        standards that govern bidding, pricing, negotiating and performing of government
        contracts, and to ensure accuracy of all data submitted to the various
        governments having jurisdiction where the Company is conducting
        business.
 
 VI. SECURITIES
        TRADING
 
 The
        Company's policies on securities trades by Company personnel is designed
        to
        avoid even the appearance of improper conduct on the part of anyone employed
        by
        or associated with our company (not just so-called insiders).
 
 This
        section of our Code of Ethics is intended to provide you an overview of our
        securities law compliance policies.
 
 If
        a
        director, officer or any employee has material non-public information relating
        to the Company, it is our policy that neither that person nor any related
        person
        may buy or sell securities of the Company or engage in any other action to
        take
        advantage of, or pass on to others, that information. This policy also applies
        to information relating to any other company, including customers, partners
        or
        suppliers of the Company, obtained in the course of employment.
 
 Transactions
        that may be necessary or justifiable for independent reasons (such as the
        need
        to raise money for an emergency expenditure) are no exception. Even the
        appearance of an improper transaction must be avoided to preserve the Company's
        reputation for adhering to the highest standards of conduct.
 
 Material
        information is any information that a reasonable investor would consider
        important in a decision to buy, hold or sell stock. In short, this means
        any
        information which could reasonably affect the price of the stock. Common
        examples of information that will frequently be regarded as material are:
        changes in loan origination volumes and delinquency rates or projections
        of
        future earnings or losses; news of a pending or proposed merger, acquisition
        or
        tender offer; news of a significant sale of assets or the disposition of
        a
        subsidiary not in the ordinary course of business; changes in dividend policies
        or the declaration of a stock split or the offering of additional securities;
        changes in senior management; significant new lines of business; significant
        regulatory actions; impending financial liquidity problems; and the gain
        or loss
        of a substantial warehouse lender or other business partner. Either positive
        or
        negative information may be material.
 
 
 The
        same
        restrictions apply to your family members and others living in your household.
        Employees are expected to be responsible for the compliance of their immediate
        family and personal household.
 
 Whether
        the information is proprietary information about the Company or information
        that
        could have an impact on the Company's stock price, employees must not pass
        the
        information on to others. Penalties apply, whether or not you derive any
        benefit
        from another's actions.
 
 The
        Company's Insider Trading Policy prohibits employees, officers or directors
        from
        engaging in transactions in the Company's stock between the first day of
        the
        third calendar month of each fiscal quarter and the close of business on
        the
        second business day after the financial results of the Company's operations
        for
        such quarter are publicly announced.
 
 It
        is
        also improper for an officer, director or employee to enter a trade immediately
        after the Company has made a public announcement of any other material
        information. Because the Company's stockholders and the investing public
        should
        be afforded the time to receive the information and act upon it, as a general
        rule, you should not engage in any transactions until two business days after
        the information has been released.
 
 Because
        we believe it is improper and inappropriate for any Company personnel to
        engage
        in short-term or speculative transactions involving Company stock, it is
        the
        Company's policy that directors, officers and employees should not engage
        in any
        of the following activities with respect to securities of the
        Company:
 
 1.
        Trading in Securities on a Short Term Basis. Any Company stock purchased
        in the
        open market should be held for a minimum of six months and ideally longer.
        Note
        that the Securities and Exchange Commission's short-swing profit rule already
        penalizes officers and directors who sell any Company stock within six months
        of
        a purchase.
 
 2.
        Short
        sales of Company stock.
 
 3.
        Buying
        or selling puts or calls on Company stock.
 
 Any
        person who has any questions about specific transactions may obtain additional
        guidance from the Company’s Chief Financial Officer. Remember, however, the
        ultimate responsibility for adhering to this Code of Ethics and avoiding
        improper transactions rests with you. In this regard, it is imperative that
        you
        use your best judgment.
 
 To
        provide assistance in preventing inadvertent violations and avoiding even
        the
        appearance of an improper transaction (which could result, for example, where
        an
        officer engages in a trade while unaware of a pending major development),
        all
        transactions in Company stock (acquisitions, dispositions, transfers, etc.)
        by
        directors, officers and key personnel should be pre-cleared by the Company’s
        Chief Financial Officer.
 
 If
        you
        contemplate a transaction, you must contact the Company's Chief Financial
        Officer in advance. The Company is not necessarily prohibiting transactions
        in
        Company stock only during the regular "black-out periods," because such an
        approach may not offer sufficient protection. Even outside the black-out
        period,
        personnel may not trade if they are in possession of material non-public
        information.
 
 
 While
        the
        subject of liability is far too complex to discuss in detail in this Code
        of
        Ethics, violations of applicable federal or state securities laws may subject
        the Company, and also any insiders involved, to severe adverse consequences,
        including imposition of injunctions and monetary damages (which may exceed
        any
        gain realized), suspension of trading in the Company's stock, and even criminal
        penalties. Even the appearance of impropriety in this area could impair investor
        confidence in the Company.
 
 Officers,
        directors and significant stockholders are further subject to specific reporting
        and disclosure requirements, and each affected individual will receive
        questionnaires and requests for information from the Chief Financial Officer
        of
        the Company on a regular basis to aid in compliance with applicable securities
        laws.
 
 VII. APPLICATIONS,
        REPORTING, COMPLIANCE, DISCIPLINARY ACTION
 
 This
        Code
        of Ethics applies to each employee of the Company. The responsibility for
        compliance with this Code of Ethics, including the duty to seek interpretation
        when in doubt, rests with each employee.
 
 All
        employees have a duty to report any violations of this Code of Ethics, as
        well
        as violations of any laws, rules, or regulations. The Company does not permit
        retaliation of any kind against employees for good faith reports of ethical
        violations.
 
 If
        an
        employee believes that this Code of Ethics has been violated by another
        employee, the employee must promptly report the violation to the Chairman
        of the
        Audit Committee or the Company’s outside Legal Counsel. All violations by an
        officer or director of the Company must be reported directly to the outside
        counsel and Audit Committee Chairman. Every employee also has a right to
        submit
        reports of questionable accounting or auditing practices to the Audit Committee
        of the Board of Directors.
 
 Reports
        may be made in person, by telephone or in writing by sending a description
        of
        the violation and the names of the parties involved to the appropriate personnel
        mentioned in the preceding paragraph. Any report you make will be dealt with
        confidentially, although there may be a point where your identity may become
        known or have to be revealed in the course of an investigation or to take
        corrective action. You have the commitment of the Company and of the Audit
        Committee of the Company's Board of Directors, which is composed of independent
        directors, that you will be protected from retaliation for your good faith
        actions.
 
 There
        will be an annual confirmation process to monitor compliance with these
        corporate ethics policies.
 
 
 All
        violations of this Code of Ethics will be treated seriously and will result
        in
        the prompt imposition of penalties which may include an oral or written warning,
        a reprimand, suspension, termination and/or restitution. The penalty for
        a
        particular violation will be decided on a case-by-case basis and will depend
        on
        the nature and severity of the violation as well as the employee's history
        of
        non-compliance and cooperation in the disciplinary process.
 
 All
        employees, officers and directors will be treated equally with respect to
        the
        imposition of disciplinary measures.
 
 
 July
        21,
        2005