ASSIGNMENT OF
                             CERTIFICATE OF DEPOSIT

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


BORROWER
American Consumers, Inc.
DBA Shop Rite Supermarket
418 ALAMAR STREET
PO Box 2328 Fort Oglethorpe, GA 30742
Telephone No. (706) 861-3347     Identification No. 58-1033765

OWNER
American Consumers, Inc.
DBA Shop Rite Supermarket


Telephone No. (706) 861-3347     Identification No. 58-1033765


For  good  and  valuable  consideration,  Owner  assigns  to Lender and grants a
security  interest  in  all  right, title and interest of Owner in the following
Certificate(s)  of  Deposit  and  all  principal,  interest  and  renewals,
substitutions,  and  other  proceeds  therefrom  (collectively  "Collateral").

A.   Certificate  of  Deposit  No.  xxxxx in the amount of $300,000.00 issued by
     Northwest  Georgia  Bank  maturing  on  7/01/07,  including  all  renewals,
     substitutions,  and  proceeds  therefrom.

B.   Certificate of Deposit No. _____________ in the amount of $________________
     issued by _________________________________ maturing on __________________,
     including  all  renewals,  substitutions,  and proceeds  therefrom.

C.   Certificate  of  Deposit  No.  ___________________________  in  the  amount
     $_______________________  issued by _______________________________________
     maturing on _______________________, including all renewals, substitutions,
     and  proceeds  therefrom.

1.  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  6-27-2006  in  the  amount  of  $500,000 identified under loan number (or
account  number)  xxxxxxxxx,  and  any  extensions,  renewals,  amendments,
substitutions,  or  replacements  thereof  (collectively  referred  to  as  the
"Obligations").


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2.  DELIVERY AND TERMINATION. Owner shall deliver the original Certificate(s) of
Deposit,  or  any  other  evidence of the Certificate(s) of Deposit necessary to
control  the  Collateral  to  Lender upon the execution of this Assignment. This
Assignment  shall  continue  until  Lender  specifically terminates its security
interest  in  the  Collateral  in  a  writing  signed  by  Lender.

3.  RIGHTS  OF  LENDER.  Upon  default by Borrower or Owner under any promissory
notes  and  agreements  evidencing the Obligations, Lender may withdraw all or a
portion  of the monies in the Certificate(s) of Deposit from the issuer prior to
its  maturity,  regardless  of any penalty assessed by the issuer for such early
withdrawal or receive the proceeds of such Certificate of Deposit upon maturity,
and  in  either  case  apply  the proceeds to pay the Obligations.  Lender shall
notify  and,  upon  the  request of Lender, Owner shall notify the issuer of the
Collateral  to pay Lender any monies owned to Owner under the Collateral.  Owner
shall  diligently  collect  the monies owned to Owner under the Collateral 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
Collateral  following  the  giving  of  such notification, Owner shall hold such
instruments  and  other remittances in trust for Lender apart from Owner's 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 amounts payable under the
Certificate(s)  of  Deposit constituting the Collateral whether or not a default
exists  under  the  promissory  notes and agreements evidencing the Obligations.
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.

4.  AUTHORIZATION  OF  LENDER.  Owner  hereby  appoints  Lender as its agent and
attorney-in-fact  and  authorizes  Lender  to  endorse  Owner's  name  on  all
instruments  and  other  remittances  payable  to  Owner  with  respect  to  the
Collateral.  This  power  of  attorney  is  coupled  with  an  interest  and  is
irrevocable.

5.  ASSIGNMENT. Lender shall be entitled to assign some or all of its rights and
remedies  described in this Assignment without notice to or the prior consent of
Owner.  Owner  shall  not be entitled to assign any of its rights or Obligations
described  in  this  Assignment  or Owner's rights in the Collateral without the
written  consent  of  Lender  which  may  be  withheld  by  Lender  in  its sole
discretion.

6.  MODIFICATION  OR  WAIVER.  The  modification  or  waiver  of  any of Owner's
Obligations  or  Lender's  rights  under  this Assignment must be contained in a
writing signed by Lender. A waiver on one occasion shall not constitute a waiver
on  any  other  occasion. Owner's Obligations under this Assignment shall not be
affected if Lender amends, compromises, exchanges, fails to exercise, impairs or
releases  any  Collateral  or  any of the Obligations belonging to any Borrower,
guarantor,  Owner  or  third  party  or  any of its rights against any Borrower,
guarantor,  Owner,  third  party, Collateral, or any other property securing the
Obligations.

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

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

9.  SEVERABILITY.  It  any  provision  of this Assignment violates the law or is
unenforceable,  the  rest  of  the  Assignment  shall  remain  valid.

10.  APPLICABLE  LAW. This Assignment shall be governed by the laws of the state
of  ________________.  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  a  legal  proceeding  under  this  Assignment.

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


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12.  MISCELLANEOUS.  Owner  waives  presentment,  demand  for payment, notice of
dishonor and protest except as required by law.  All references to Owner in this
Assignment  shall  include all persons signing below.  If there is more than one
Owner,  their  liability shall be joint and several.  This Assignment represents
the complete and integrated understanding between Owner and Lender regarding the
terms  hereof.  If  applicable, all references herein to Certificates of Deposit
shall  include  Share  Certificates.

13. REPRESENTATION AS TO OWNERSHIP. Owner represents and warrants that (a) Owner
is  the sole owner of the Collateral described above and that no other person or
entity  has  any claim against or interest in such Collateral and (b) the amount
of  each  Certificate  of Deposit set forth above is the correct balance of each
such  Certificate  of  Deposit  as  of  the  date  hereof.

14.  JURRY  TRIAL  WAIVER.   LENDER AND OWNER HEREBY WAIVE ANY RIGHT TO TRIAL BY
JURY  IN  ANY  CIVIL  ACTION  ARISING  OUT  OF,  OR BASED UPON, THIS ASSIGNMENT.

15.  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 THE RIGHT TO
REQUIRE  LENDER  TO  PROCEED  AGAINST  BORROWER.

16.  ADDITIONAL  TERMS:


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


Dated:  June 27, 2006

OWNER:  AMERICAN CONSUMERS, INC.         OWNER:  AMERICAN CONSUMERS, INC.

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


OWNER:                                   OWNER:


__________________________________       ____________________________________


OWNER:                                   OWNER:


__________________________________       ____________________________________