December __ , 2007

December __ , 2007

VIA U.S. MAIL

Xxxxx Xxxxxxx

Freedom Financial Holdings, Inc.

0000 Xxxxxxxxxxx Xxx, Xxxxx X

Fort Xxxxx, IN  46825

Re:

Amended Lock-Up Agreement

Dear Xx. Xxxxxxx:

I am a shareholder of Freedom Financial Holdings, Inc., a Maryland corporation (the “Company”).  I am the holder of ____________________________ (______) shares of common stock of the Company (the “Shares”). In the third quarter of 2006 I agreed to the imposition of restrictions on the sale of the Shares for a period of three hundred sixty (360) days after the closing date of the registration statement on Form SB-2 relating to the public offering of common stock of the Company.  I further agreed to sell my shares at a price not less than 120% of the initial public offering price. In April 2007, I signed an amended Lock-Up Agreement whereby I  agreed that in connection with the filing and the rules and regulations promulgated by the Securities and Exchange Commission, which provide the shares to be sold by selling security holders must be sold at a specific price, or within a particular price range until the shares are traded on the Over The Counter Bulletin Board (“OTCBB”), I agreed that I would not, directly or indirectly, offer, sell, grant any options to purchase, or otherwise dispose of any Shares for a price other than between $2.40 - $3.00 per share until the Company’s shares are traded on the OTCBB, except that I may transfer any number of such shares to my children, by gift or otherwise, provided that any such shares will continue to be subject to the restrictions set forth in that letter.

Notwithstanding the above, due to (1) the termination of the underwriting agreement and (2) the termination of the Company’s best-efforts offering of up to 750,000 shares, the restrictions on the sale of the Shares for a period of three hundred and sixty (360) days after the closing date of the registration statement on Form SB-2 relating to the public offering of common stock of the Company are no longer necessary.  Therefore, the lock-up restrictions are hereby terminated.  However, the agreement restricting the ability to directly or indirectly, offer, sell, grant any options to purchase, or otherwise dispose of any Shares for a price other than between $2.40 - $3.00 per share until the Company’s shares are traded on the OTCBB will remain in full force and effect.

I hereby consent to the Company informing the transfer agent of the Company of these restrictions and understand that a stop transfer order will be placed at the transfer agent to enforce the terms and conditions of this letter.  

This agreement shall be binding on the undersigned and its respective successors, heirs, personal representatives, and assigns.

Very truly yours,

By:  ___________________________