COMMERCIAL SECURITY AGREEMENT

Northwest Georgia Bank
Fort Oglethorpe
898 Battlefield Parkway
Fort Oglethorpe, GA 30742
(706) 861-3010 "LENDER"


     BORROWER                                   OWNER
American Consumers, Inc.                  American Consumers, Inc.
DBA Shop Rite Supermarket                 DBA Shop Rite Supermarket

     ADDRESS                                    ADDRESS
418 Alamar Street                         418 Alamar Street
P.O. Box 2328                             P.O. Box 2328
Fort Oglethorpe, GA  30742                Fort Oglethorpe, GA  30742
TELEPHONE NO.       IDENTIFICATION NO.    TELEPHONE NO.     IDENTIFICATION NO.
(706) 861-3347                            (706) 861-3347

1.     SECURITY  INTEREST.  For good and valuable consideration, Owner grants to
Lender  identified  above  a  continuing  security  interest  in  the Collateral
described below to secure the Obligations described in this Agreement.

2.     SECURED  OBLIGATIONS.  The  security  interest  granted secures:  [ ] the
payment  and performance of any and all liabilities, obligations, agreements and
undertakings  of  Borrower (or any one or more of them) and Owner (or any one or
more  of  them)  to  Lender,  in  any  amount, whether now existing or hereafter
arising  (including  those  owed  by Borrower or Owner to others and acquired by
Lender through purchase, assignment or otherwise), however created, evidenced or
arising,  whether  individually  or jointly with others, and whether absolute or
contingent,  direct  or  indirect,  as  maker,  endorser,  guarantor,  surety or
otherwise,  liquidated  or  unliquidated,  matured  or unmatured, whether or not
secured  by  other  collateral,  and  including,  without  limitation  (a)  all
obligations  to  perform  or  forebear  from  performing  any  acts, and (b) all
overdrafts  on deposits or accounts maintained by Borrower or Owner with Lender,
and (c) the liabilities, obligations, agreements and undertakings of Borrower or
Owner to Lender pursuant to any application or other agreement requesting Lender
to  issue  any letter of credit including, without limitation, the obligation of
Borrower  or Owner to reimburse Lender for all amounts funded by Lender pursuant
to  any  such  letter  of  credit,  and  (d)  all  costs and fees for filing and
recording  documentation, all costs incurred in the collection or enforcement of
this  Agreement,  including  attorneys'  fees  and legal expenses, including all
appeals,  whether  or  not  a  lawsuit  is  instituted  and  whether or not such
collection  or  enforcement  occurs before or after any bankruptcy proceeding is
filed  by  or  against  any  Borrower  or  Owner  (all of which are collectively
referred  to  as  the  "Obligations");  [X]  the  payment and performance of the
liabilities,  obligations, agreements, and undertakings of Borrower and Owner to
Lender  evidenced by this security agreement and the promissory note of Borrower
dated  JUNE  27,  2006 in the amount of $500,000.00 identified under loan number
(or  account  number)  R-XXXXXXXXXX,  and  any extensions, renewals, amendments,
substitutions,  or  replacements  thereof  (collectively  referred  to  as  the
"Obligations").

3.     COLLATERAL.  All  of  Owner's  right  title and interest in the following
described  property,  as  defined by the Uniform Commercial Code presently or as
hereafter amended or replaced, whether now or hereafter existing or now owned or
hereafter  acquired  by  Owner  and  wherever  located  shall  constitute  the
"Collateral":

     [X]  All  accounts including, but not limited to, any accounts described on
          Schedule  A attached hereto and incorporated herein by this reference;

     [_]  All  chattel  paper  including,  but not limited to, any chattel paper
          described  on  Schedule  A  attached hereto and incorporated herein by
          this  reference;

     [X]  All  deposit  accounts,  including,  but  not  limited to, any deposit
          accounts  described  on  Schedule  A  attached hereto and incorporated
          herein  by  this  reference;


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     [_]  All  documents  including, but not limited to, any documents described
          on  Schedule  A  attached  hereto  and  incorporated  herein  by  this
          reference;

     [X]  All  equipment, including, but not limited to, any equipment described
          on  Schedule  A  attached  hereto  and  incorporated  herein  by  this
          reference;

     [X]  All fixtures, including, but not limited to, any fixtures described on
          Schedule A and located or to be located on the real property described
          on  Schedule  B  attached  hereto  and  incorporated  herein  by  this
          reference;

     [_]  All  general  intangibles  including,  but not limited to, any general
          intangibles  described  on Schedule A attached hereto and incorporated
          herein  by  this  reference;

     [_]  All  instruments  including,  but  not  limited  to,  any  instruments
          described  on  Schedule  A  attached hereto and incorporated herein by
          this  reference;

     [X]  All  inventory  including, but not limited to, any inventory described
          on  Schedule  A  attached  hereto  and  incorporated  herein  by  this
          reference;

     [_]  All  investment property including, but not limited to, any investment
          property  described  on  Schedule  A  attached hereto and incorporated
          herein  by  this  reference;

     [_]  All  letter-of-credit  rights  including,  but  not  limited  to,  any
          letter-of-credit  rights  described  on Schedule A attached hereto and
          incorporated  herein  by  this  reference;

     [_]  All as-extracted collateral including, but not limited to all minerals
          or  the  like  and  accounts  resulting  from sales at the wellhead or
          minehead  located  on  or  related  to  the real property described on
          Schedule  B attached hereto and incorporated herein by this reference;

     [_]  All  standing timber which is to be cut and removed under a conveyance
          or  contract  for  sale  located  on  the  real  property described on
          Schedule  B attached hereto and incorporated herein by this reference;

     [_]  Other:
          THE PROPERTY DESCRIBED ON SCHEDULE A.

ALL MONIES, INSTRUMENTS, AND SAVINGS, CHECKING, SHARE OR OTHER ACCOUNTS OF OWNER
(EXCLUDING  IRA,  KEOGH,  AND  OTHER  ACCOUNTS  SUBJECT  TO  TAX PENALTIES IF SO
ASSIGNED) THAT ARE NOW OR IN THE FUTURE IN LENDER'S CUSTODY OR CONTROL;
ALL MONIES OR INSTRUMENTS PERTAINING TO ANY OF THE ABOVE;
ALL  ACCESSIONS, ACCESSORIES, ADDITIONS, AMENDMENTS, ATTACHMENTS, MODIFICATIONS,
REPLACEMENTS  AND  SUBSTITUTIONS  TO  ANY  OF  THE  ABOVE;
ALL COMPONENTS AND SUPPLIES OF ANY OF THE ABOVE;
ALL PROCEEDS AND PRODUCTS OF ANY OF THE ABOVE; AND
ALL SUPPORTING OBLIGATIONS OF THE ABOVE.

4.     OWNER'S  TAXPAYER  INDENTIFICATION.  Owner's  social  security  number or
federal  taxpayer  identification  number  is:  58-1033765.

5.     OWNER'S  LOCATION.  [ ]  Owner  is an individual and maintains his or her
principal  residence  in  the  state of:_______________________.  [X] Owner is a
CORPORATION  duly  incorporated,  registered,  formed  or  organized,  validly
existing  and  in  good  standing  under the laws of the state of: GEORGIA.  [ ]
Owner is a _______________________ and maintains its principal place of business
or, if it has more than one place of business, its chief executive office in the
state  of  ___________________________.


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6.     REPRESENTATIONS,  WARRANTIES,  AND  COVENANTS, Owner represents, warrants
and  covenants  to  Lender  that:

(a)  Owner is and shall remain the sole owner of the Collateral;
(b)  Neither  Owner,  nor, to the best of Owner's knowledge, any other party has
     used, generated, released, discharged, stored, or disposed of any hazardous
     waste,  toxic  substance,  or  related  material  or  transported  any such
     material  except  as  allowed by and in accordance with applicable federal,
     state  and  local law and regulation. Owner shall not commit or permit such
     actions  to  be  taken  in the future. The term "Hazardous Materials" shall
     mean any substance, material, or waste which is or becomes regulated by any
     governmental  authority  including, but not limited to, (i) petroleum; (ii)
     asbestos; (iii) polychlorinated biphenyls; (iv) those substances, materials
     or  wastes designated as a "hazardous substance" pursuant to Section 311 of
     the  Clean  Water  Act or listed pursuant to Section 307 of the Clean Water
     Act  or  any  amendments  or  replacements  to  these  statutes;  (v) those
     substances,  materials or wastes defined as a "hazardous waste" pursuant to
     Section  1004  of  the  Resource  Conservation  and  Recovery  Act  or  any
     amendments  or  replacements  to  that  statute;  or (vi) those substances,
     materials  or wastes defined as a "hazardous substance" pursuant to Section
     101 of the Comprehensive Environmental Response, Compensation and Liability
     Act,  or  any  amendments  or  replacements  to  that  statute. Owner is in
     compliance  in  all  respects  with all applicable federal, state and local
     laws  and  regulations,  including,  without  limitation, those relating to
     "Hazardous  Materials",  as defined herein, and other environmental matters
     (the "Environmental Laws") and neither the federal government nor any other
     governmental  or  quasi  governmental  entity  has  filed  a  lien  on  the
     Collateral,  nor are there any pending or threatened governmental, judicial
     or  administrative  actions  with  respect  to environmental matters, which
     involve  the  Collateral;
(c)  Owner's  location  (Owner's  place  of  organization,  principal  place  of
     business, or if more than one place of business, chief executive office, or
     principal  residence) is in the state indicated in paragraph 5. Owner shall
     not change its state of location without first notifying Lender in writing;
(d)  During  the  four  month period prior to the date hereof, the Collateral is
     located  and has been located at the Owner's address described above or any
     address  described  on Schedule C. Owner shall immediately advise Lender in
     writing  of  any  change  in  or  addition  to  the  foregoing  addresses;
(e)  Owner shall not become a party to any restructuring of its form of business
     or  participate  in  any  consolidation, merger, liquidation or dissolution
     without  Lender's  prior  written  consent;
(f)  Owner's  exact  legal  name  is  as  set  forth  on  the first page of this
     Agreement.  Owner  shall not change such name or use any trade name without
     Lender's  prior  written  consent, and shall notify Lender of the nature of
     any  intended change of Owner's name, or the use of any trade name, and the
     proposed  effective  date  of  such  change;
(g)  The  Collateral  is and shall at all times remain free of all tax and other
     liens,  security  interests, encumbrances and claims of any kind except for
     those belonging to Lender and those described on Schedule D attached hereto
     and incorporated herein by this reference. Without Lender waiving the Event
     of Default as a result thereof, Owner shall take any action and execute any
     document  needed  to  discharge any liens, security interests, encumbrances
     and  claims  not  described  in  Schedule  D;
(h)  Owner  shall  defend  the  Collateral against all claims and demands of all
     persons  at  any  time  claiming  any  interest  therein;
(i)  Owner  will cooperate with Lender in obtaining and maintaining control with
     respect  to  all  deposit  accounts,  investment property, letter-of-credit
     rights  and  electronic  chattel  paper  constituting  the  Collateral;
(j)  Owner  shall provide Lender with possession, as appropriate, of all chattel
     paper,  instruments,  documents  and  investment  property constituting the
     Collateral,  and  Owner shall promptly mark all chattel paper, instruments,
     documents  and investment property constituting the Collateral to show that
     the  same  are  subject  to  Lender's  security  interest;
(k)  All  of  Owner's  accounts;  chattel  paper;  deposit  accounts; documents;
     general  intangibles;  instruments;  investment  property; letter-of-credit
     rights;  and  federal,  state,  county,  and municipal government and other
     permits  and  licenses;  trusts,  liens,  contracts, leases, and agreements
     constituting  the  Collateral  are  and shall be valid, genuine and legally
     enforceable  obligations  and rights belonging to Owner against one or more
     third  parties  and  not  subject  to  any  claim,  defense,  set-off  or
     counterclaim  of  any  kind;
(l)  Owner  shall not amend, modify, replace, or substitute any account; chattel
     paper;  deposit  account;  document;  general  intangible;  instrument;
     investment  property; or letter-of-credit right constituting the Collateral
     without  the  prior  written  consent of Lender. Owner shall not create any
     chattel  paper  constituting the Collateral without placing a legend on the
     chattel  paper  acceptable  to Lender indicating that Lender has a security
     interest  in  the  chattel  paper;
(m)  No  person  shall  file  an amendment that is a termination statement for a
     financing  statement  concerning  any  of  the Collateral without the prior
     written  consent  of  Lender, except to the extent permitted by the Uniform
     Commercial  Code  presently  or  as  hereafter  amended  or  replaced;


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(n)  Owner  has  the  right and is duly authorized to enter into and perform its
     obligations  under  this  Agreement.  Owner's  execution and performance of
     these  obligations do not and shall not conflict with the provisions of any
     statute,  regulation,  ordinance,  rule of law, contract or other agreement
     which  may  now  or  hereafter  be  binding  on  Owner;
(o)  No  action or proceeding is pending against Owner which might result in any
     material  or  adverse  change  in  its  business  operations  or  financial
     condition  or  materially  affect  the  Collateral;
(p)  Owner has not violated and shall not violate any applicable federal, state,
     county  or  municipal  statute,  regulation or ordinance (including but not
     limited  to  those  governing Hazardous Materials) which may materially and
     adversely  affect  its  business  operations  or financial condition or the
     Collateral;
(q)  Owner  shall, upon Lender's request, deposit all proceeds of the Collateral
     into  an  account  or  accounts  maintained  by Owner or Lender at Lender's
     institution;
(r)  Owner  will,  upon  receipt, deliver to Lender as additional Collateral all
     securities distributed on account of the Collateral such as stock dividends
     and  securities  resulting  from  stock  splits,  reorganizations  and
     recapitalizations;  and
(s)  Owner  agrees  to  the  terms  of  the  Obligations and to the terms of any
     renewals,  extensions,  amendments,  modifications,  replacements  or
     substitutions  of  the  Obligations;
(t)  Owner  agrees  Lender may enter into agreements in the future with Borrower
     which,  if  this  Agreement so provides, will become Obligations secured by
     the  Collateral  described  in  this  Agreement;
(u)  Owner  agrees  property  other  than  the  Collateral  may  also secure the
     Obligations; Lender shall have no obligation to exercise its rights against
     such property prior to exercising its rights against the Collateral; Lender
     may  accept  substitutions  or  exchanges for any such property; Lender may
     release  its  security  interest in such property at any time; and, parties
     other  than  Borrower may be or may become obligated under the Obligations;
     and
(v)  This Agreement and the obligations described in this Agreement are executed
     and  incurred  for  business  and  not  consumer  purposes.

7.     SALE  OF  COLLATERAL.  Owner  shall  not  assign,  convey,  lease,  sell,
license,  exchange  or transfer any of the Collateral to any third party without
the  prior  written consent of Lender except for sales of inventory to buyers in
the  ordinary  course  of  business.

8.     FINANCING  STATEMENTS  AND  OTHER DOCUMENTS.  Owner shall at any time and
from  time to time take all actions and execute all documents required by Lender
to attach, perfect and maintain Lender's security interest in the Collateral and
establish  and maintain Lender's right to receive the payment of the proceeds of
the  Collateral  including,  but  not  limited  to,  executing  any  financing
statements,  fixture  filings,  continuation  statements,  notices  of  security
interest  and other documents required by the Uniform Commercial Code, presently
or  as hereafter amended or replaced, and other applicable law.  Owner shall pay
the  costs  of filing such documents in all offices wherever filing or recording
is  deemed  by  Lender to be necessary or desirable.  Owner authorizes Lender to
execute  and  file any financing statements, as well as extensions, renewals and
amendments of financing statements in such form as Lender may require to perfect
and  maintain  perfection  of  any  security interest granted in this Agreement.

9.     INQUIRIES  AND  NOTIFICATION  TO  THIRD PARTIES.  Owner hereby authorizes
Lender  to  contact  any  third party and make any inquiry pertaining to Owner's
financial  condition  or  the  Collateral.  In addition, Lender is authorized to
provide oral or written notice of its security interest in the Collateral to any
third  party.

10.     LOCK  BOX,  COLLATERAL  ACCOUNT.  If  Lender  so  requests  at  any time
(whether  or  not Owner is in default of this Agreement), Owner will direct each
of  its  account  debtors  to  make  payments  due under the relevant account or
chattel  paper directly to a special lock box to be under the control of Lender.
Owner  hereby authorizes and directs Lender to deposit into a special collateral
account to be established and maintained with Lender all checks, drafts and cash
payments received in the lock box.  All deposits in the collateral account shall
constitute  proceeds  of  Collateral  and  shall  not  constitute payment of any
Obligation.  At  its  option,  Lender  may, at any time, apply finally collected
funds  on deposit in the collateral account to the payment of the Obligations in
such  order  of application as Lender may determine, or permit Owner to withdraw
all  or  any  part  of  the  balance on deposit in the collateral account.  If a
collateral  account  is  so  established,  Owner agrees that Owner will promptly
deliver  to  Lender,  for  deposit  into the collateral account, all payments on
accounts  and  chattel  paper  received  by  Owner.  All  such payments shall be
delivered  to  Lender  in  the  form received (except for Owner's endorsement if
necessary).  Until  so  deposited,  all  payments  on accounts and chattel paper
received  by  Owner  shall  be held in trust by Owner for and as the property of
Lender  and  shall  not  be  commingled  with  any  funds  or property of Owner.


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11.     COLLECTION OF INDEBTEDNESS FROM THIRD PARTIES.  Lender shall be entitled
to notify, and upon the request of Lender, Owner shall notify any account debtor
or other third party (including, but not limited to, insurance companies) to pay
any  indebtedness  or  obligation owing to Owner and constituting the Collateral
(collectively  "Indebtedness")  to  Lender whether or not a default exists under
this  Agreement.  Owner shall diligently collect the Indebtedness owing to Owner
from  its  account  debtors  and  other  third  parties until the giving of such
notification.  In  the  event that Owner possesses or receives possession of any
instruments  or other remittances with respect to the Indebtedness following the
giving  of  such  notification  of  if  the  instruments  or  other  remittances
constitute  the  prepayment  of any Indebtedness or the payment of any insurance
proceeds,  Owner  shall hold such instruments and other remittances in trust for
Lender  apart  from  its  other  property,  endorse  the  instruments  and other
remittances  to  Lender,  and  immediately provide Lender with possession of the
instruments  and other remittances.  Lender shall be entitled, but not required,
to  collect  (by  legal  proceedings or otherwise), extend the time for payment,
compromise,  exchange  or release any obligor or collateral, or otherwise settle
any  of  the  Indebtedness  whether or not an Event of Default exists under this
Agreement.  Lender  shall not be liable to Owner for any action, error, mistake,
omission  or  delay pertaining to the actions described in this paragraph or any
damages  resulting  therefrom.

12.     POWER OF ATTORNEY.  Owner hereby appoints Lender as its attorney-in-fact
to  endorse  Owner's  name  on  all instruments and other remittances payable to
Owner  with  respect to the Indebtedness, including any items received by Lender
in  any  lockbox  account,  or other documents pertaining to Lender's actions in
connection  with  the  Indebtedness.  In addition, Lender shall be entitled, but
not required, to perform any action or execute any document required to be taken
or  executed by Owner under this Agreement.  Lender's performance of such action
or  execution  of  such documents shall not relieve Owner from any obligation or
cure any default under this Agreement.  The powers of attorney described in this
paragraph  are  coupled  with  an  interest  and  are  irrevocable.

13.     USE  AND  MAINTENANCE  OF  COLLATERAL.  Owner  shall  use the Collateral
solely  in  the ordinary course of its business, for the usual purposes intended
by  the  manufacturer (if applicable), with due care, and in compliance with all
applicable laws, ordinances, regulations, requirements and rules of all federal,
state,  county  and  municipal  authorities  including  environmental  laws  and
regulations  and  insurance  policies.  Owner  shall  not  make any alterations,
additions or improvements to the Collateral without the prior written consent of
Lender.  Owner  shall ensure that Collateral which is not now a fixture does not
become  a  fixture.  Without limiting the foregoing, all alternations, additions
and  improvements  made  to  the  Collateral  shall  be  subject to the security
interest  belonging  to  Lender,  shall not be removed without the prior written
consent  of Lender, and shall be made at Owner's sole expense.  Owner shall take
all  actions  and  make  any  repairs  or  replacements  needed  to maintain the
Collateral  in  good  condition  and  working  order.

14.     LOSS  OR  DAMAGE.  Owner  shall bear the entire risk of any loss, theft,
destruction  or damage (collectively "Loss or Damage") to all or any part of the
Collateral.  In  the  event of any Loss or Damage, Owner will either restore the
Collateral  to  its  previous  condition,  replace  the  Collateral with similar
property acceptable to Lender in its sole discretion, or pay or cause to be paid
to  Lender  the  decrease  in  the fair market value of the affected Collateral.
Lender  has  no  duty  to  collect  any  income accruing on the Collateral or to
preserve  any  rights  relating  to  the  Collateral.

15.     INSURANCE.  The  Collateral  will  be  kept  insured  for its full value
against all hazards including loss or damage caused by fire, collision, theft or
other  casualty.  If  the  Collateral  consists  of  a motor vehicle, Owner will
obtain  comprehensive  and  collision  coverage in amounts at least equal to the
actual  cash value of the vehicle with deductibles not to exceed $     N/A     .
                                                                  -------------
Insurance coverage obtained by Owner shall be from a licensed insurer subject to
Lender's  approval.  Owner shall assign to Lender all rights to receive proceeds
of  insurance  not  exceeding  the  amount  owed under the Obligations described
above,  and  direct  the  insurer  to  pay all proceeds directly to Lender.  The
insurance policies shall require the insurance company to provide Lender with at
least   30   days'  written notice before such policies are altered or cancelled
     -------
in  any  manner.  The insurance policies shall name Lender as a loss payee or as
an  additional insured as required by Lender and provide that no act or omission
of  Owner  or  any  other person shall affect the right of Lender to be paid the
insurance  proceeds  pertaining to the loss or damage of the Collateral.  In the
event  Owner  fails  to  acquire  or maintain insurance, Lender (after providing
notice  as  may  be  required  by law) may in its discretion procure appropriate
insurance  coverage  upon  the  Collateral  and  charge the insurance cost as an
advance of principal under the promissory note.  Owner shall furnish Lender with
evidence  of  insurance  indicating  the  required  coverage.  Lender may act as
attorney-in-fact  for  Owner  in  making  and  settling  claims  under insurance
policies,  cancelling  any  policy  or  endorsing  Owner's  name on any draft or
negotiable  instrument  drawn  by  any  insurer.


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16.     INDEMNIFICATION.  Lender  shall  not  assume  or  be responsible for the
performance  of  any of Owner's obligations with respect to the Collateral under
any  circumstances.  Owner  shall immediately provide Lender with written notice
of  and  hereby  indemnifies  and  holds Lender and its shareholders, directors,
officers,  employees  and  agents harmless from all claims, damages, liabilities
(including attorneys' fees and legal expenses), causes of action, actions, suits
and  other  legal proceedings (collectively "Claims") pertaining to its business
operations  or  the Collateral including, but not limited to, those arising from
Lender's  performance  of  Owner's obligations with respect to the Collateral or
claims  involving Hazardous Materials.  Owner, upon the request of Lender, shall
hire  legal  counsel  to  defend Lender from such Claims, and pay the attorneys'
fees,  legal expenses and other costs to the extent permitted by applicable law,
incurred  in connection therewith.  In the alternative, Lender shall be entitled
to  employ  its  own  legal  counsel  to  defend  such  Claims  at Owner's cost.

17.     TAXES AND ASSESSMENTS.  Owner shall execute and file all tax returns and
pay  all  taxes,  licenses,  fees  and  assessments  relating  to  its  business
operations  and  the  Collateral  (including,  but not limited to, income taxes,
personal property taxes, withholding taxes, sales taxes, use taxes, excise taxes
and  workers'  compensation  premiums)  in  a  timely  manner.

18.     INSPECTION  OF  COLLATERAL  AND  BOOKS  AND  RECORDS.  Owner shall allow
Lender  or  its  agents to examine, inspect and make abstracts and copies of the
Collateral  and  Owner's  books  and  records  pertaining  to  Owner's  business
operations  and  financial  condition  or  the Collateral during normal business
hours.  Owner  shall  provide  any  assistance  required  by  Lender  for  these
purposes.  All of the signatures and information pertaining to the Collateral or
contained in the books and records shall be genuine, true, accurate and complete
in  all  respects.  Owner shall note the existence of Lender's security interest
in  its  books  and  records  pertaining  to  the  Collateral.

19.     EVENT  OF DEFAULT.  An Event of Default shall occur under this Agreement
in  the  event  that Owner, Borrower or any guarantor of any of the Obligations:

     (a)  fails  to  make  any  payment  under  this  Agreement  or  any  other
          indebtedness  to  Lender  when  due;
     (b)  fails  to  perform any obligation or breaches any warranty or covenant
          to  Lender  contained in this Agreement or any other present or future
          written  agreement regarding this or any other indebtedness to Lender;
     (c)  provides or causes any false or misleading signature or representation
          to  be  provided  to  Lender;
     (d)  sells,  conveys,  or  transfers  rights  in any Collateral without the
          written approval of Lender; destroys, loses or damages such Collateral
          in  any  material  respect;  or  subjects  such Collateral to seizure,
          confiscation,  or  condemnation;
     (e)  seeks  to revoke, terminate or otherwise limit its liability under any
          continuing  guaranty;
     (f)  has  a  garnishment, judgment, tax levy, attachment or lien entered or
          served  against  Owner,  Borrower,  or  any guarantor, or any of their
          property  including  the  Collateral;
     (g)  dies,  becomes legally incompetent, is dissolved or terminated, ceases
          to  operate  its  business, becomes insolvent, makes an assignment for
          the  benefit  of creditors, fails to pay any debts as they become due,
          or  becomes  the  subject  of  any  bankruptcy,  insolvency  or debtor
          rehabilitation  proceeding;
     (h)  allows  the  Collateral  to  be  used  by anyone to transport or store
          goods,  the  possession,  transportation, or use of which, is illegal;
     (i)  fails  to provide Lender evidence of satisfactory financial condition;
     (j)  has a majority of its outstanding voting securities sold, conveyed, or
          transferred  to  any  person or entity other than any person or entity
          that  has  the  majority  ownership as of the date of the execution of
          this  agreement;  or
     (k)  if  Lender  deems itself insecure in good faith with respect to any of
          the  Obligations.

20.     RIGHTS  OF  LENDER ON EVENT OF DEFAULT.  If there is an Event of Default
under  this  Agreement,  Lender shall be entitled to exercise one or more of the
following  remedies  without  notice  or  demand  (except  as  required by law):

     (a)  to  declare  the Obligations immediately due and payable in full; such
          acceleration  shall be automatic and immediate if the Event of Default
          is  a  filing  under  the  Bankruptcy  Code;
     (b)  to  collect  the  outstanding Obligations with or without resorting to
          judicial  process;
     (c)  to  change  Owner's mailing address, open Owner's mail, and retain any
          instruments or other remittances constituting the Collateral contained
          therein;
     (d)  to  take  possession of any Collateral in any manner permitted by law;


<PAGE>
     (e)  to apply for and obtain, without notice and upon ex parte application,
          the  appointment  of  a  receiver for the Collateral without regard to
          Owner's  financial  condition  or  solvency,  the  adequacy  of  the
          Collateral to secure the payment or performance of the obligations, or
          the  existence  of  any  waste  to  the  Collateral;
     (f)  to  require  Owner  to  deliver  and  make  available  to  Lender  any
          Collateral  at  a  place  reasonably  convenient  to Owner and Lender;
     (g)  to  sell, lease or otherwise dispose of any Collateral and collect any
          deficiency  balance  with  or  without  resorting  to  legal  process;
     (h)  to  set-off  Owner's  obligations  against  any  amounts  due to Owner
          including,  but  not  limited  to,  monies,  instruments,  and deposit
          accounts  maintained  with  Lender;  and
     (i)  to  exercise  all  other  rights  available  to Lender under any other
          written  agreement  or  applicable  law.

Lender's rights are cumulative and may be exercised together, separately, and in
any order. Unless the Collateral is perishable, threatens to decline speedily in
value  or  is  of  a  type  customarily sold on a recognized market, Lender will
provide  five  days  notice  of  the  time  and  place  of  any sale or intended
disposition  as  required  under  the  Uniform  Commercial Code, presently or as
hereafter amended or replaced. Lender has no obligation to clean up or otherwise
prepare  the Collateral for sale. Lender may comply with any applicable state or
federal  law requirements in connection with a disposition of the Collateral and
compliance  will  not  be  considered  adversely  to  affect  the  commercial
reasonableness  of  any  sale  of  the Collateral. If the Collateral consists of
securities, Lender shall be entitled to transfer the securities into the name of
Lender or its designee and to vote the securities. Lender shall be authorized to
notify  the  issuer  of the securities to remit any related dividends, interest,
and securities resulting from stock splits, reorganizations, and capitalizations
directly  to  Lender  or  its  designee.  In the event that Lender institutes an
action to recover any Collateral or seeks recovery of any Collateral by way of a
prejudgment  remedy  in an action against Owner, Owner waives the posting of any
bond  which might otherwise be required. Upon default, Owner shall segregate all
proceeds  of  Collateral  and  hold  such proceeds in trust for Lender. Lender's
remedies  under  this paragraph are in addition to those under any other written
agreement  or  applicable  law.

21.     APPLICATION  OF  PAYMENTS.  Whether  or not a default has occurred under
this  Agreement,  all payments made by or on behalf of Owner and all credits due
to  Owner  from  the  disposition  of the Collateral or otherwise may be applied
against  the  amounts  paid  by  Lender  (including  attorneys'  fees  and legal
expenses) in connection with the exercise of its rights or remedies described in
this Agreement and any interest thereon and then to the payment of the remaining
Obligations  in  whatever  order  Lender  chooses.

22.     REIMBURSEMENT  OF  AMOUNTS  EXPENDED  BY  LENDER.  Owner shall reimburse
Lender  for  all amounts (including attorneys' fees and legal expenses) expended
by  Lender in the performance of any action required to be taken by Owner or the
exercise  of  any  right  or  remedy  belonging  to Lender under this Agreement,
together with interest thereon at the lower of the highest rate described in any
promissory  note  or credit agreement executed by Borrower or Owner to Lender or
the  highest  rate  allowed  by  law  from the date of payment until the date of
reimbursement.  These  sums  shall be included in the definition of Obligations,
shall  be  secured  by  the Collateral identified in this Agreement and shall be
payable upon demand.  Lender has no duty to take any action to protect the value
of  the  Collateral  or  to exercise any rights of the Owner with respect to the
Collateral.

23.     ASSIGNMENT.  Owner  shall  not  be entitled to assign any of its rights,
remedies  or  obligations  described in this Agreement without the prior written
consent  of  Lender.  Consent  may be withheld by Lender in its sole discretion.
Lender  shall  be entitled to assign any of its rights and remedies described in
this Agreement without notice to or the prior consent of Owner.

24.     MODIFICATION  AND  WAIVER.  The modification or waiver of any of Owner's
obligations  or  Lender's  rights  under  this  Agreement must be contained in a
writing  signed  by  Lender.  Lender  may  perform any of Owner's obligations or
delay  or  fail  to exercise any of its rights without causing a waiver of those
obligations  or  rights.  A waiver on one occasion shall not constitute a waiver
on  any  other  occasion.  Owner's obligations under this Agreement shall not be
affected if Lender amends, compromises, exchanges, fails to exercise, impairs or
releases  any of the obligations belonging to any Owner or third party or any of
its  rights  against  any  Owner, third party, Collateral, or any other property
securing  the Obligations.  Owner waives any right it may have to require Lender
to  pursue  any  third  person  for  any  of  the  Obligations.


<PAGE>
25.     SUCCESSORS  AND ASSIGNS.  This Agreement shall be binding upon and inure
to  the  benefit  of  Owner and Lender and their respective successors, assigns,
trustees,  receivers, administrators, heirs, personal representatives, legatees,
and  devisees.

26.     NOTICES.  Any  notice  or  other communication to be provided under this
Agreement  shall  be  in  writing  and  mailed  to  the parties at the addresses
described  in  this Agreement or such other address as the parties may designate
in  writing  from  time  to  time.

27.     SEVERABILITY.  If any provision of this Agreement violates the law or is
unenforceable,  the  rest  of  the  Agreement  shall  remain  valid.

28.     APPLICABLELAW. This Agreement shall be governed by the laws of the state
of  GEORGIA, except to the extent that Article 9 of the Uniform Commercial Code,
presently  or  as hereafter amended or replaced, provides for the application of
the  law  of  the state of Owner's location, as indicated in paragraph 5. Unless
applicable  law provides otherwise, Owner consents to the jurisdiction and venue
of  any court located in such state selected by Lender in the event of any legal
proceeding  under  this  Agreement.

29.     COLLECTION  COSTS.  To  the extent permitted by law, Owner agrees to pay
all  costs  of  collection  and  attorneys' fees in realizing on the Collateral.

30.     MISCELLANEOUS. This Agreement is executed for commercial purposes. Owner
shall  supply  information  regarding  Owner's business operations and financial
condition  or  the Collateral in the form and manner as requested by Lender from
time  to  time.  All  information  furnished  by  Owner to Lender shall be true,
accurate  and  complete in all respects.  Owner and Lender agree that time is of
the  essence.  Owner  waives presentment, demand for payment, notice of dishonor
and protest except as required by law. All references to Owner in this Agreement
shall  include all parties signing below. If there is more than one Owner, their
obligations  under  this  Agreement  shall  be joint and several. This Agreement
shall  remain  in full force and effect until Lender provides Owner with written
notice  of  termination.  This  Agreement represents the complete and integrated
understanding  between  Owner  and  Lender  regarding  the  terms  hereof.

31.     WAIVER  OF  JURY  TRIAL.  LENDER  AND  OWNER HEREBY WAIVE ANY RIGHT TO A
TRIAL  BY  JURY IN ANY CIVIL ACTION ARISING OUT OF, OR BASED UPON, THIS SECURITY
AGREEMENT.

32.     WAIVER  OF  O.C.G.A.  SECTION  10-7-24:  OWNER  WAIVES  ALL RIGHTS UNDER
SECTION  10-7-24  OF THE OFFICIAL CODE OF GEORGIA ANNOTATED, INCLUDING ANY RIGHT
TO  REQUIRE  LENDER  TO  PROCEED  AGAINST  BORROWER.

33.     ADDITIONAL  TERMS:



================================================================================
OWNER ACKNOWLEDGES THAT OWNER HAS READ, UNDERSTANDS, AND AGREES TO THE TERMS AND
CONDITIONS  OF  THIS  AGREEMENT.  OWNER ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF
THIS  AGREEMENT.

Dated:    June 27, 2006

OWNER:  AMERICAN CONSUMERS, INC.              OWNER:  AMERICAN CONSUMERS, INC.
        DBA SHOP RITE SUPERMARKET                     DBA SHOP RITE SUPERMARKET

      /s/  Michael A. Richardson                   /s/  Paul R. Cook
By:______________________________             By:______________________________
MICHAEL  A.  RICHARDSON                       PAUL R COOK
PRESIDENT                                     EXECUTIVE VICE PRESIDENT


<PAGE>
OWNER:                                        OWNER:


_________________________________             ________________________________


<PAGE>
                                   SCHEDULE A

CD  #xxxxx  in  the  amount  of  $300,000.00  issued  by Lender maturing 7/07/07
Deposit  in  the  amount  of  N/A


                                   SCHEDULE B

Record Owner Name:

                                   SCHEDULE C


                                   SCHEDULE D