Exhibit
10.1 LEASE
 
 GEORGIA,
CATOOSA COUNTY.
 
 This
Lease, made this 2nd day of
June 1970, by and between Catoosa Enterprises, Inc. hereinafter called “Lessor,”
and Shop-Rite, Inc. and American Consumers, Inc., hereinafter jointly called
“Lessee.”
 
 WITNESSETH:
 
 
 PREMISES
 
 The
Lessor, for and in consideration of the rents, covenants, agreements, and
stipulations hereinafter mentioned, reserved, and contained, to be paid, kept
and performed by the Lessee, has leased and rented, and by these presents does
lease and rent, unto the said Lessee, and said Lessee hereby agrees to lease and
take upon the terms and conditions which hereinafter appear, the following
described property, hereinafter called “Premises:”  12,000 square feet
of floor space in the City of Ringgold, Catoosa County, Georgia, described as
follows:
 
 All that
tract or parcel of land lying and being in Land Lots Nos. 170 and 191 in the
28th
District and 3rd Section
of Catoosa County, Georgia, and described as follows:  BEGINNING at
the point located south 1 degree 25 minutes west 62 feet, south 88 degrees 35
minutes east 29 feet, and south 1 degree 25 minutes west 150 feet from the point
on the south side of LaFayette Street which is located north 83 degrees 29
minutes east 442.1 feet from the southeast corner of the intersection of
LaFayette Street and Nance Lane; thence south 88 degrees 35 minutes east 100
feet; thence south 1 degree 25 minutes west 120 feet; thence north 88 degrees 35
minutes west 100 feet; thence north 1 degree 25 minutes east 120 feet,
containing 12,000 square feet.
 
 TOGETHER
with an easement for drive and parking area which is described as
follows:  BEGINNING at a point on the south side of LaFayette Street
277.5 feet north 83 degrees 29 minutes east from the southeast corner of the
intersection of LaFayette Street and Nance Lane; thence north 83 degrees 29
minutes east along the south side of LaFayette Street 164.6 feet; thence south 1
degree 25 minutes west 150 feet; thence south 88 degrees 35 minutes east 29
feet; thence south 1 degree 25 minutes west 182 feet; thence north 88 degrees 35
minutes west 192 feet; thence north 1 degree 35 minutes east 271 feet to the
point of beginning, said easement being for the common use of all present and
future tenants of the property of Lessor, having been designated by it as
Ringgold Plaza Shopping Center, and the drive and parking areas being more fully
shown on plat of the property herein described prepared by N. B. DeLoach,
Surveyor, and recorded in Plat Book ______, page _____, in the Office of the
Clerk of the Superior Court of Catoosa County, Georgia.
  1
  No
easement for light or air is included in the premises.
 
 II
 
 TERM
 
 The term
of this lease shall be fifteen (15) years, beginning on the date that said
premises are ready for occupancy and opening for business by Lessee, said
commencement date to be noted in a memorandum agreement which Lessor and Lessee
shall execute and which shall be attached to this lease shall become a part
hereof.
 
 III
 
 RENTAL
 
 Lessee
agrees to pay Lessor a monthly rental of One Thousand, Seven Hundred Fifty
Dollars ($1,750) in advance on the first day of each month from the commencement
of the term of this lease, said monthly installment being a minimum guaranteed
rental.  In addition thereto, Lessee agrees to pay to Lessor a
percentage rental equal to One and One-fourth percent (1-1/4%) of the Lessee’s
gross sales made from the demised premises in excess of ONE MILLION, SIX HUNDRED
EIGHTY THOUSAND DOLLARS ($1,680,000) for each twelve (12) months’ period
computed from the commencement of the term of this lease.  The term
“gross sales” as used herein is hereby defined to mean and shall be the total
amount of the dollar value of all sales of merchandise and services by or for
the account of Lessee, both on cash and on credit.  The amount of the
dollar value of bona fide refunds or credit granted for return of merchandise
and all state sales or federal excise taxes and uncollected credit accounts
shall be charged as a credit in reduction of the gross amount of sales for the
period within which such refunds or credits shall have been made.
 
 IV
 
 RECORD OF
SALES
 
 Lessee,
during the term of this lease, shall maintain and keep, or cause to be
maintained and kept, at said premises or such other location agreeable to Lessor
a full, complete, and accurate permanent record and account of all sales of
merchandise and services and all sums of money paid or payable for or on account
of or arising out of the business and all business transactions conducted at or
from said premises by or for the account of Lessee, for each day of the term
thereof.  Lessee shall furnish to Lessor so much of an annual
certified audit as reflects the foregoing; and following receipt of said audit
annually, Lessor and its duly authorized agents or representatives shall be
entitled to inspect such records and accounts and supporting records at
reasonable times during ordinary business hours where such records are
located.  Lessee shall keep and preserve or cause to be kept and
preserved said records for not less than twelve (12) months after the due date
and payment of any percentage rental due under the terms
thereof.
  2
  V
 
 REPORTS
 
 On or
before the end of the second month following the close of each fiscal year of
Lessee and annually thereafter until termination of this lease, Lessee, at the
place where the rent herein reserved shall be payable, shall deliver to Lessor,
or the person, firm or corporation to whom such rent shall be payable, a
complete written statement showing in all reasonable detail the gross amount of
sales for the preceding month, including therein a statement of the total amount
of state sales taxes and federal excise taxes paid or payable on account thereof
and the number and dollar amount of all refunds and credits for return of
merchandise, if any, made during such period.  Each such statement
shall be signed by one of the principal officers of Lessee, and if so required
by Lessor, such statements shall be signed under oath.  Lessee shall,
concurrently with the delivery of such statement, pay to the Lessor all
percentage rental payments then due hereunder.
 
 VI
 
 USE OF
PREMISES
 
 Premises
shall be used for the retail sale of groceries, meat, poultry, produce, dairy
products and related items ordinarily and customarily sold by supermarkets, and
no other.  Premises shall not be used for any illegal purposes; nor in
any manner to create any nuisance or trespass; nor in any manner to vitiate the
insurance or increase the rate of insurance on premises.
 
 VII
 
 ABANDONMENT OF LEASED
PREMISES
 
 Lessee
agrees not to abandon or vacate leased premises during the term of this
lease.
 
 VIII
 
 UTILITY
BILLS
 
 Lessee
shall pay water, gas, electricity, fuel, light, heat, and power bills for leased
premises, or used by Lessee in connection therewith.  If Lessee does
not pay the same, Lessor may pay the same and such payment shall be added to the
rental pf the premises.
  3
  IX
 
 REPAIRS BY
LESSOR
 
 Lessor
agrees to keep in good order the roof, exterior walls, paved parking areas,
exclusive of all glass, including plate glass, and water, sewer, and sprinkler
systems, but not fixtures pertaining to such systems.  Lessor gives to
Lessee exclusive control of premises and shall be under no obligation to inspect
said premises.  Lessee shall at once report in writing to Lessor any
defective condition known to it which Lessor is required to repair, and failure
to do so report such defects shall make Lessee responsible to Lessor for any
liability incurred by Lessor by reason of such defect.
 
 X
 
 REPAIRS BY
LESSEE
 
 Lessee
will accept the leased premises when completed in accordance with plans and
specifications agreed upon by Lessor and Lessee, which are attached hereto and
made a part hereof by reference.  In accepting the same, Lessee
covenants that the premises have been completed in accordance with such plans
and specifications, and that the premises are suited for the uses intended by
Lessee.  Lessee shall, at its own expense, keep and maintain the said
premises and appurtenances and every part thereof, in good order and repair,
except portions of premises to be repaired by Lessor under the terms of
paragraph 9 hereof.  Lessee agrees also to keep all fixtures
pertaining to heating, air conditioning, water, sewer, electrical and sprinkler
systems in good order and repair; and agrees also that it is liable for any
damage to such heating, air conditioning, water, sewer, electrical and sprinkler
systems if such damage is due to negligence of Lessee.  Lessee agrees
to return said premises to Lessor at the expiration of this lease in as good
condition and repair as when first received, natural wear and tear, damage by
storm, fire, lighting, earthquake, or other casualty alone
excepted.  Lessor agrees to assign to Lessee all warranties on
fixtures pertaining to heating, air conditioning, water, sewer, electrical and
sprinkler systems issued to it, including all 1-year service warranties and
5-year parts warranties.
 
 XI
 
 SIGNS
 
 Lessee
shall install and maintain electric, or other artistic signs capable of being
illuminated, advertising its business or products sold in the demised premises;
and Lessee shall obtain the necessary permits from municipal authorities for the
erection and maintenance of said signs.  All such signs are subject to
the approval of Lessor and Lessee must obtain such approval in writing prior to
installation.
  4
  XII
 
 RUBBISH
REMOVAL
 
 The
Lessee shall keep the premises clean, both inside and outside, at its own
expense, and will remove the ashes, garbage, excelsior, straw and other refuse
from said premises.  The Lessee shall not burn any materials or
rubbish of any description upon said premises unless the same is burned in
incinerators of such structure, design and capacity as may be approved by
Lessor.  The Lessee also agrees to keep the parking area immediately
adjacent to said store free from rubbish, dirt, ashes, garbage, excelsior, straw
and other refuse.  Lessee agrees to keep all accumulated rubbish in
covered containers and to have same removed regularly.  In the event
the Lessee fails to keep the demised premises and other portions heretofore
described in the proper condition, the Lessor may cause the same to be done for
the Lessee and the Lessee hereby agrees to pay the expenses thereof on demand as
additional rent.
 
 XIII
 
 SIDEWALKS
 
 The
Lessee shall neither encumber nor obstruct the sidewalks adjoining said premises
nor allow the same to be obstructed or encumbered in any manner except in normal
course of business, and keep said sidewalks free of ice, snow, rubbish, and
dirt.  The Lessee shall not place, nor cause to be placed, any
merchandise, vending machines or anything on the sidewalk or exterior of
premises without prior written consent of the Lessor.
 
 XIV
 
 PARKING AREA AND LIGHTING
FACILITIES
 
 Lessor
will keep the parking area in repair and provide lighting facilities, but not
electricity, therefor, which shall be mutually acceptable to the parties for
such purposes.  The Lessee shall pay to the Lessor monthly as billed
its prorate share of the cost of the electricity and providing traffic direction
at request of Lessee by uniformed police, if necessary, for the parking area
during reasonable hours, such expense to be considered as additional rent
reserved hereunder.  The Lessor shall, on behalf of the Lessee and
other tenants of Lessor, which shall include present drugstore and Shop-Rite,
Inc., keep the parking areas, driveways, and landscaped areas if any, in a neat
and orderly condition, including the removal of snow, ice and rubbish
therefrom.  The Lessee agrees hereunder to pay its prorata share of
cost thereof as additional rent when billed.  The Lessee’s prorate
share of any cost or expense shall be in the proportion that its front foot
occupancy bears to the front foot occupancy of the entire frontage of tenants of
Lessor, including existing buildings occupied by the drugstore, occupying other
portions of the tract of land owned by Lessor of which the leased premises are a
part.  Lessee shall have the right to inspect Lessor’s records of any
such charges annually for purpose of determining accuracy
thereof.
  5
  XV
 
 DESTRUCTION OF OR DAMAGE TO
PREMISES
 
 If
premises are totally destroyed by storm, fire, lightning, earthquake or other
casualty, this lease shall terminate as of the date of such destruction, and
rental shall be accounted for as between Lessor and Lessee as of that
date.  If premises are damaged but not wholly destroyed by any such
casualties, rental shall abate in such proportion as use of premises has been
destroyed and Lessor shall restore premises to substantially the same condition
as before damaged as speedily as practicable, whereupon full rental shall
recommence.
 
 XVI
 
 INDEMNITY
 
 Lessee
agrees to indemnify and save harmless the Lessor against all claims for damages
to persons or property by reason of the use or occupancy of the leased premises,
excluding common areas, and all expenses incurred by Lessor on account thereof,
including attorney’s fees and court costs.
 
 XVII
 
 GOVERNMENTAL
ORDERS
 
 Lessee
agrees at is own expense, to promptly comply with all requirements of any
legally constituted public authority made necessary by reason of Lessee’s
occupancy of said premises.  Lessor agrees to promptly comply with any
such requirements if not made necessary by reason of Lessee’s
occupancy.  It is mutually agreed, however, between Lessor and Lessee,
that if in order to comply with such requirements, the cost to Lessor or Lessee,
as the case may be, shall exceed a sum equal to one year’s rent, then Lessor or
Lessee, whichever is obligated to comply with such requirements is privileged to
terminate this lease by giving written notice of termination to the other party
by registered or certified mail, which termination shall become effective sixty
days after receipt of such notice, and which notice shall eliminate the
necessity of compliance with such requirement by party giving such notice unless
party receiving such notice of termination shall, before termination becomes
effective, pay to party giving notice all costs of compliance in excess of one
year’s rent, or secure payment of said sum in manner satisfactory to party
giving notice.
  6
  XVIII
 
 CONDEMNATION
 
 If the
whole of the leased premises, or such portion thereof as will make premises
unuseable for the purposes herein leased, be condemned by any legally
constituted authority for any public use or purpose, then in either of said
events the term hereby granted shall cease from the time when possession thereof
is taken by public authorities, and rental shall be accounted for as between
Lessor and Lessee as of that date.  Such termination, however, shall
be without prejudice to the rights of either Lessor or Lessee to recover
compensation and damage caused by condemnation from the condemnor.  It
is further understood and agreed that neither the Lessee nor Lessor shall have
any rights in any award made to the other by any condemnation
authority.
 
 
 XVIX
 
 ASSIGNMENT AND
SUBLETTING
 
 Lessee
may sublease portions of the leased premises to other provided sublessee’s
operation is a part of the general operation of Lessee and under the supervision
and control of Lessee, and provided such operation is within the purposes for
which said premises shall be used.  Except as provided in the
preceding sentence, Lessee shall not, without the prior written consent of
Lessor endorsed hereon, assign this lease or any interest hereunder, or sublet
premises or any part thereof, or permit the use of premises by any party other
than Lessee.  Lessor covenants that such consent shall not be
unreasonably withheld.  Consent to any assignment or sublease shall
not destroy this provision, and all later assignments or subleases shall be made
likewise only on the prior written consent of Lessor.  Assignee of
Lessee, at the option of Lessor, shall become directly liable to Lessor for all
obligations of Lessee hereunder, but no sublease or assignment by Lessee shall
relieve Lessee of any liability hereunder.
 
 XX
 
 REMOVAL OF
FIXTURES
 
 Lessee
may, if not in default hereunder, prior to the expiration of this lease or any
extension thereof, remove all fixtures and equipment which it has placed in
premises, provided Lessee repairs all damage to the premises caused by such
removal.
 
 XXI
 
 CANCELLATION OF LEASE BY
LESSOR
 
 It is
mutually agreed that in the event the Lessee shall default in the payment of
rent herein reserved when due and fails to cure default with five days after
written notice thereof from Lessor; or if Lessee shall be in default in
performing any of the terms or provisions of this lease other than the provision
requiring the payment of rent and fails to cure such default within thirty days
after the date of receipt of written notice of default from Lessor; or if
Lessee, or either Lessee, is adjudicated bankrupt; or if a permanent receiver is
appointed for Lessee’s, or either Lessee’s, property and such receiver is not
removed within sixty days after the written notice from Lessor to such Lessee to
obtain such removal; or if, whether voluntarily or involuntarily, Lessee, or
either Lessee, takes advantage of any debtor relief proceedings under any
present or future law, whereby the rent or any part thereof is, or is proposed
to be, reduced or payment thereof deferred; or if Lessee, or either Lessee,
makes an assignment for benefit of creditors; or if Lessee’s, or either Lessee’s
effects shall be levied upon or attached under process against such Lessee, not
satisfied or dissolved within thirty days after written notice from Lessor to
such Lessee to obtain satisfaction thereof; then, and in any of said events,
Lessor at its option may at once, or within six months thereafter, but only
during continuance of such default or condition, terminate this lease by written
notice to Lessee; whereupon this lease shall end.  After an authorized
assignment or subletting of the entire premises covered by this lease, the
occurring of any of the foregoing defaults or events shall effect this lease
only if caused by, or happening to, the assignee or sublessee.  Any
notice provided in this paragraph may be given by Lessor or its
attorney.  Upon such termination by Lessor, Lessee will at once
surrender possession of the premises to Lessor and remove all of the Lessee’s
effects therefrom; and Lessor may forthwith re-enter the premises and repossess
itself thereof, and remove all persons and effects therefrom, using such force
as may be necessary without being guilty of trespass, forcible entry or detainer
or other tort.
  7
  XXII
 
 RELETTING BY
LESSOR
 
 Lessor,
as Lessee’s agent, without terminating this lease, upon Lessee’s breaching this
contract, may at Lessor’s option enter upon and rent premises at the best price
obtainable by reasonable effort, without advertisement and by private
negotiations and for any term Lessor deems proper.  Lessee shall be
liable to Lessor for the deficiency, if any, between Lessee’s rent hereunder and
the price obtained by Lessor on reletting.
 
 XXIII
 
 ENTRY FOR CARDING,
ETC.
 
 Lessor
may card premises “For Sale” at any time and “For Rent” thirty days before the
termination of this lease.  Lessor may enter the premises at
reasonable hours to exhibit same to prospective purchasers or tenants and to
make repairs required of Lessor under the terms hereof, or to make repairs to
Lessor’s adjoining property.
  8
  XXIV
 
 EFFECT OF TERMINATION OF
LEASE
 
 No
termination of this lease prior to the normal ending thereof, by lapse of time
or otherwise, shall affect Lessor’s right to collect rent for the period prior
to termination thereof.
 
 XXV
 
 MORTGAGEE’S
RIGHTS
 
 Lessee’s
rights shall be subject to any bona fide mortgage or deed to secure debt which
is now, or may hereafter be, placed upon the premises by Lessor.
 
 XXVI
 
 NO ESTATE IN
LAND
 
 This
contract shall create the relationship of landlord and tenant between Lessor and
Lessee; no estate shall pass out of Lessor; Lessee has only a usufruct, not
subject to levy and sale, and not assignable by Lessee except as provided in
paragraph 20 hereof.
 
 XXVII
 
 HOLDING
OVER
 
 If Lessee
remains in possession of premises after expiration of the term hereof, with
Lessor’s acquiescence and without any express agreement of parties, Lessee shall
be a tenant at will at rental rate in effect at end of lease; and there shall be
no renewal of this lease by operation of law.
 
 XXVIII
 
 ATTORNEY’S FEES AND
HOMESTEAD
 
 If any
rent owing under this lease is collected by or through an attorney-at law,
Lessee agrees to pay ten percent (10%) thereof as attorney’s fees.
 
 XXVIX
 
 SERVICE OF
NOTICE
 
 Lessee
hereby appoints as its agent to receive service of all dispossessory or
distraint proceedings and notices thereunder, and all notices required under
this lease, the person in charge of leased premises at the time, or occupying
said premises, and if no person is in charge of, or occupying said premises,
then such service or notice may be made by attaching the same on the main
entrance of said premises.  A copy of all notices under this lease
shall also be sent to Lessee’s last known address if different from said
premises.  All notices and payments required by Lessee to Lessor
hereunder shall be made to Lessor at 1012 Burleyson Drive, Dalton, Georgia,
30720, until written notice of a change of address is given by Lessor to
Lessee.
 
  9
  XXX
 
 WAIVER OF
RIGHTS
 
 No
failure of Lessor to exercise any power given Lessor hereunder, or to insist
upon strict compliance by Lessee with its obligations hereunder, and no practice
or custom of the parties at variance with the terms hereof constitute a waiver
of Lessor’s right to demand exact compliance with the terms hereof.
 
 XXXI
 
 TAXES
 
 Lessor
agrees to pay all ad valorem taxes assessed against the premises during the term
of this lease; provided, however, Lessee shall pay all ad valorem taxes assessed
against its fixtures, equipment, inventory and other merchandise or personal
effects.  Lessee covenants and agrees to pay as additional rent
hereunder, when billed, its prorata share of any increase in ad valorem taxes
assessed against the tract of land owned by Lessor on which leased premises are
situated over the amount of such ad valorem taxes assessed for the first year
after completion of the leased premises used by Lessee exclusively and common
areas.  The Lessee’s prorata share of such taxes shall be in
proportion that its square foot occupancy bears to the square foot occupancy of
the entire respective areas occupied by tenants of Lessor situated on said tract
of land owned by Lessor upon which the leased premises are
situated.
 
 XXXII
 
 CONSTRUCTION AND COMPLETION
OF PREMISES
 
 Lessor
shall construct the premises in accordance with the plans and specifications
attached hereto and made a part hereof.  Lessor shall furnish and
install all lighting fixtures, heating, and air conditioning systems in
accordance with such plans and specifications.  Upon commencement of
construction, Lessor covenants to complete the same as speedily as practicable
and to make the premises available to Lessee.  This lease is expressly
made subject to Lessor’s ability to obtain a loan from a source, and on such
terms and conditions, as may be satisfactory to it, and Lessor is under no
obligation to commence construction until a commitment for such financing is
obtained.  If construction has not commenced within 90 days from this
date, Lessee may, at its option, terminate this lease without further
liability.
  10
  XXXIII
 
 EMPLOYEE
PARKING
 
 Lessee
covenants and agrees that all its employees shall use employee parking spaces as
designated by Lessor.  If a complaint is made from any other tenant of
Lessor as to a violation of this provision, Lessor shall immediately notify
Lessee of such violation and Lessee agrees to promptly have such employee or
employees remove their vehicle to the employee parking location.  In
the event that Lessee fails to comply with such warning, Lessee shall be charged
the sum of $5.00 per day per vehicle occupying space in violation of this
provision.  Lessor covenants and agrees to promptly enforce this
provision upon receipt of notice from any tenant of Lessor and upon its failure
to do so it shall be responsible to Lessee for the penalty provided
herein.  Such notice required hereunder shall be given to the person
in charge of the leased premises.  Lessee covenants and agrees that
upon receipt from Lessor of notice of a violation of this provision, it will
continue to enforce said provision as to such employee violating the same and no
further notice of a violation of this provision by the same employee shall be
required.
 
 XXXIV
 
 RIGHTS
CUMULATIVE
 
 All
rights, powers, and privileges conferred hereunder upon parties hereto shall be
cumulative, but not restrictive to those given by law.
 
 XXXV
 
 TIME OF
ESSENCE
 
 Time is
of the essence of this agreement.
 
 XXXVI
 
 DEFINITIONS
 
 “Lessor”
as used in this lease shall include first party, its assigns and successors in
title to the premises.  “Lessee” shall include second parties, their
respective successors or assigns, and, if this lease shall be validly assigned
or sublet, shall include also Lessee’s assignees or sublessees, as to premises
covered by such assignment or sublease.  The obligations of Lessee
hereunder shall be deemed to be the joint and several obligations of each of the
second parties, and the default of either of said second parties of any of the
terms and provisions of this lease, shall be deemed to be a default of
both.  Any notices required to be given to Lessee hereunder, except
notice as to conditions of default applying only to American Consumers, Inc.,
shall be given to Shop-Rite, Inc.  This lease contains the entire
agreement of the parties hereto and no representations, inducements, promises,
or agreements, oral or otherwise, between the parties not embodied herein shall
be of any force or effect.
  11
  IN
WITNESS WHEREOF, the parties herein have hereunto set their hands and seals, in
triplicate, the day and year first above written.
  Signed,
      sealed and delivered
                
                CATOOSA
      ENTERPRISES, INC.as
      to Lessor, in the presenceof:By:
                /s/ W.W. Fincher, Jr.PRESIDENT/s/ L. Hugh KempBy:
                /s/ Earl T. McGeeSECRETARY-TREASURER/s/ Geneva HanesNOTARY
      PUBLICMy
      Commission Expires August 26, 1971Signed,
      sealed and delivered
                
                SHOP-RITE,
      INC.as
      to Shop-Rite, Inc., Lessee,in
      the presence of:By:
                /s/ Zuma Richardson, Jr./s/ June OttwayBy:
                /s/ Roger Howard, Sr./s/ Herbert S. WilbanksNOTARY
      PUBLICSigned,
      sealed and delivered
                
                AMERICAN
      CONSUMERS, INC.as
      to American Consumers, Inc.,Lessee,
      in the presence of:By:
                /s/ Zuma Richardson, Jr./s/ June OttwayBy:
                /s/ Roger Howard, Sr./s/ Herbert S. WilbanksNOTARY
      PUBLIC
  12
  FIRST AMENDMENT TO
LEASE
 
 THIS
FIRST AMENDMENT TO LEASE (“First Amendment”) is entered into this 15th day of
October, 1981, by and between CATOOSA ENTERPRISES, INC., (hereinafter referred
to as “Lessor”) and SHOP-RITE, INC. and AMERICAN CONSUMERS, INC., (collectively
hereinafter referred to as “Lessee”).
  W I T N E
S S E T H:
  WHEREAS,
Lessor and Lessee entered into a Lease dated June 2, 1970 for 12,000 square feet
of floor space in Ringgold Plaza Shopping Center, Ringgold, Catoosa County,
Georgia, a copy of which is marked Exhibit “A”, attached hereto, and by
reference incorporated herein; and
  WHEREAS,
it is the desire of the Lessor and Lessee to amend the attached Lease by
changing the term of the Lease, the annual rental, and, the gross sales base for
the payment of percentage rental.
  NOW,
THEREFORE, for and in consideration of the payment by the Lessee to the Lessor
of Ten ($10.00) Dollars in cash, the receipt and sufficiency of which are hereby
acknowledged, and the further consideration of the terms and conditions
contained herein, the parties agree as follows:
  1.
  Article
II of the attached Lease that is entitled “TERM” is deleted in its entirety and
inserted in lieu thereof is the following Article II entitled
“TERM”:
  “The term
of this Lease shall be from October 15, 1981 to and through midnight November
30, 1992.”
  2.
  Article
III entitled “RENTAL” of the attached Exhibit “A” is modified as
follows:
  (a) The
monthly rental of $1,750.00 appearing in the first and second lines from the top
of said Article is deleted and inserted in lieu thereof is a new monthly rental
of $2,500.00;
  (b) The
amount of $1,680,000.00 appearing in the 7th and 8th lines from the top of said
Article III is deleted and inserted in lieu thereof is the amount of
$2,400,000.00.
  13
  3.
  Except as
modified by this First Amendment, all other terms and provisions of the attached
Lease shall remain unchanged.  All the terms and provisions of this
First Amendment and the Lease shall be binding upon and inure to the benefit of
the parties hereto, their successors and assigns.  This First
Amendment shall be interpreted under the Laws of the State of
Georgia.
  IN
WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, in
triplicate, the day and year first above written.
 
 LESSOR:CATOOSA
      ENTERPRISES, INC.BY:
              /s/PhillipS.
      Lawes(SEAL)PHILLIP
      S. LAWES, PRESIDENT
 
 Signed,
      sealed and deliveredin
      the presence of:/s/
      F. Lamar LewisWitness/s/
      [signature indiscernible on original]Notary
      PublicLESSEE:SHOP-RITEBY:
              /s/ Zuma Richardson, Jr.(SEAL)ZUMA
      RICHARDSON, JR., PresidentATTEST:
              /s/
      Terry CrossTerry
      Cross, SecretaryAMERICAN
      CONSUMERS, INC.BY:
              /s/ Zuma Richardson, Jr.(SEAL)ZUMA
      RICHARDSON, JR., PresidentATTEST:
              /s/
      Terry CrossTERRY
      CROSS, ITS SECRETARY
  14
 
 Signed,
      sealed and deliveredin
      the presence of:/s/ F. Lamar LewisWitness[signature indiscernible on
      original]Notary
      Public
 
 
 As the
holder of the first priority Note and Deed to Secure Debt on Ringgold Plaza
Shopping Center the undersigned, Southeast Federal Savings and Loan Association,
formerly known as Rossville Federal Savings and Loan Association, consents to
this First Amendment to the attached Lease.
  This 15th
day of October, 1981.
 
 SOUTHEAST
      FEDERAL SAVINGS & LOAN ASSOCIATIONFORMERLY
      KNOWN AS ROSSVILLE FEDERAL SAVINGS&
      LOAN ASSOCIATIONBY:
              /s/ K. Lamar ThomasK.
      LAMAR THOMAS, VICE PRESIDENT
 
 
 Signed,
      sealed and deliveredin
      the presence of:/s/ F. Lamar LewisWitness/s/ [signature indiscernible on
      original]Notary
      Public
  15
  October
15, 1981
 
 
 Re:
              Ringgold
      Plaza Shopping CenterRinggold,
      Georgia
 
 Mr. Zuma
Richardson
 c/o Shop
Rite
 Battlefield
Parkway
 Fort
Oglethorpe, GA 31068
 
 Gentlemen:
 
 The undersigned, all of the
stockholders of Catoosa Enterprises, Inc., your landlord, have this day sold
their stock to Southern Atlantic Associates, Inc. Employee Pension Plan, 359
East Paces Ferry Road, Suite 3-D, Atlanta, Georgia 30305. You are to make all
future payments under your lease to Southern Atlantic Associates, Inc. Employee
Pension Plan until you are notified to
the contrary by it.
 
 Yours
      truly,CATOOSA
      ENTERPRISES, INC.WORLD
      ENTERPRISES, INC.BY:
              /s/ W.W. FincherW.W.
      FINCHER, PRESIDENTBY:
              /s/ Earl T. MgheeEARL
      T. MGHEEBY:
              /s/ R. L. McNewR.L.
      MCNEWBY:
              /s/ Janice McNewJANICE
      MCNEW
  16
  SECOND AMENDMENT TO
LEASE
 
 THIS
SECOND AMENDMENT TO LEASE (“Second Amendment”) is entered into this 1st day of
April, 1987, by and between RINGGOLD INVESTORS, LTD., (hereinafter referred to
as “Lessor”) and SHOP-RITE and AMERICAN CONSUMERS, INC., (collectively
hereinafter referred to as “Lessee”).
 
 W I T N E
S S E T H:
  WHEREAS,
Lessor and Lessee entered into a Lease dated June 2, 1970 and amended October
15, 1981, for 12,000 square feet of floor space in Ringgold Plaza Shopping
Center, Ringgold, Catoosa County, Georgia, copies of which are marked Exhibit
“A”, attached hereto, and by reference incorporated herein; and
  WHEREAS,
it is the desire of the Lessor and Lessee to amend the attached Lease as amended
by changing the annual rental, the gross sales base for the payment of
percentage rental and adding renewal options to the lease;
  NOW,
THEREFORE, for and in consideration of the payment by the Lessee to the Lessor
of Ten ($10.00) Dollars in cash, the receipt and sufficiency of which are hereby
acknowledged, and the further consideration of the terms and conditions
contained herein, the parties agree as follows:
  1.
  Article
II of the attached Lease that is entitled “TERM” is deleted in its entirety and
inserted in lieu thereof is the following Article II entitled
“TERM”:
  “The term
of this Lease shall be from April 1, 1987 to and through midnight November 30,
1992.”
  2.
  Article
III entitled “RENTAL” of the attached Exhibit “A” is modified as
follows:
  (a) The
monthly rental of $1,750.00 amended to be $2,500.00 appearing in the first and
second lines from the top of said Article is deleted and inserted in lieu
thereof is a new monthly rental of $3,500.00;
  17
  (b) The
amount of $1,680,000.00 appearing in the 7th and 8th lines from the top of said
Article III amended to be $2,400,000.00 is deleted and inserted in lieu thereof
is the amount of $2,880,000.00.
  3.
  Lessee
shall have the option to renew the lease under the same terms and conditions
except as amended by the First Amendment and the Second Amendment for two
consecutive five year options. The first five year period to begin December 1,
1992 and the second five year period to begin December 1, 1997.
  4.
  Except as
modified by this Second Amendment, all other terms and provisions of the
attached Lease and First Amendment shall remain unchanged. All the terms and
provisions of this Second Amendment and the Lease shall be binding upon and
inure to the benefit of the parties hereto, their successors and assigns. This
Second Amendment shall be interpreted under the Laws of the State of
Georgia.
  IN
WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, in
triplicate, the day and year first above written.
 
 LESSOR:RINGGOLD
      INVESTORS, LTD.BY:
              /s/ Richard K. TaylorRichard
      K. Taylor, General Partner
 
 Signed,
      sealed and deliveredin
      the presence of:/s/ [signature indiscernible on
      original]Witness/s/ Kathleen BillingsNotary
      PublicNotary
      Public, Dekalb County, GeorgiaMy
      Commission Expires April 30, 1990
 
 LESSEE:SHOP-RITEBY:
              /s/ Michael A.
RichardsonMichael
      A. Richardson, PresidentATTEST:
              /s/ Reba SouthernReba
      Southern, Assistant SecretaryAMERICAN
      CONSUMERS, INC.BY:
              /s/ Michael A.
RichardsonMichael
      A. Richardson, PresidentATTEST:
              /s/ Reba SouthernReba
      Southern, Assistant Secretary
  18
  
 Signed,
      sealed and deliveredin
      the presence of:/s/ Deborah R. HoldenWitness/s/ C. Eugene RomingerNotary
      PublicMy
      Commission Expires November 3, 1989
 
 As the
holder of the first priority Note and Deed to Secure Debt on Ringgold Plaza
Shopping Center the undersigned, United Companies Financial Corporation,
consents to this Second Amendment to the attached Lease.
 
 This
20th
day of March, 1987.
 UNITED
      COMPANIES FINANCIALCORPORATIONBy:/s/ [signature indiscernible on
      original]
 
 Signed,
      sealed and deliveredin
      the presence of:/s/ Elsie M. ThompsonWitness[no signature on original]Notary
      Public
  19
  THIRD AMENDMENT TO
LEASE
 
 THIS
THIRD AMENDMENT TO LEASE (“Third Amendment”) is entered into this 1st day of
February, 1992, by and between RINGGOLD INVESTORS, LTD., (hereinafter referred
to as “Lessor”) and SHOP-RITE and AMERICAN CONSUMERS, INC., (collectively
hereinafter referred to as “Lessee”).
 
 W I T N E
S S E T H:
  WHEREAS,
Lessor and Lessee entered into a Lease dated June 2, 1970 and amended October
15, 1981, and April 1, 1987, for 12,000 square feet of floor space in Ringgold
Plaza Shopping Center, Ringgold, Catoosa County, Georgia, copies of which are
marked Exhibit “A”,
attached hereto, and by reference incorporated herein; and
  WHEREAS,
it is the desire of the Lessor and Lessee to amend the attached Lease as amended
by increasing the square footage, changing the annual rental, the gross sales
base for the payment of percentage rental and adding renewal options to the
lease;
  NOW,
THEREFORE, for and in consideration of the payment by the Lessee to the Lessor
of Ten ($10.00) Dollars in cash, the receipt and sufficiency of which are hereby
acknowledged, and the further consideration of the terms and conditions
contained herein, the parties agree as follows:
  1.
  Article I
of the attached lease that is entitled “PREMISES” shall be amended to add 2,400
square feet of additional space contiguous to the existing 12,000 square feet
for a total of 14,400 square feet;
  2.
  Article
III entitled “RENTAL” of the attached Exhibit “A” is modified as
follows:
 
 (a) The
monthly rental of $1,750.00 amended to be $2,500.00 and the $3,500.00 appearing
in the first and second lines from the top of said Article as amended is deleted
and inserted in lieu thereof is a new monthly rental of $4,200.00;
  (b)  The
amount of $1,680,000.00 appearing in the 7th and 8th lines from the top of said
Article III amended to be $2,400,000.00 and then $2,880,000.00 is deleted and
inserted in lieu thereof is the amount of $3,456,000.00. Notwithstanding the
above, this change will not take effect until the cost of the improvements (not
equipment) to the new 2,400 square feet of space has been amortized against the
overage revenue generated using $2,880,000 as the base sales.
  20
  3.
  Lessee
shall have the option to renew the lease under the same terms and conditions
except as amended for three consecutive five year options. The first five year
period to begin December 1, 1992, the second five year period to begin December
1, 1997, and the third five year period to begin December 1, 2002.
  4.
  Article
XXXI of the attached lease that is entitled “Taxes” shall be amended to delete
the last sentence and add the following: The Lessee's prorata share of such
taxes shall be in proportion that its original 12,000 square foot occupancy
bears to the square foot occupancy of the entire respective areas occupied by
tenants of Lessor situated on said tract of land owned by Lessor upon which the
leased premises are situated plus the Lessee's prorata share of the increase in
taxes using 1992 as the base year in proportion that its 2,400 square foot
occupancy bears to the square foot occupancy of the entire
 center.
  5.
  Except as
modified by this Third Amendment, all other terms and provisions of the attached
Lease and First and Second Amendments shall remain unchanged. All the terms and
provisions of this Third Amendment and the Lease shall be binding upon and inure
to the benefit of the parties hereto, their successors and assigns. This Third
Amendment shall be interpreted under the Laws of the State of
Georgia.
 
 IN
WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, in
triplicate, the day and year first above written.
 
 LESSOR:RINGGOLD
      INVESTORS, LTD.BY:
              /s/ Richard K.
  Taylor
  21
 
 Signed,
      sealed and deliveredin
      the presence of:/s/ Heidi Ann BoringWitness/s/ Helen Patricia JonesNotary
      Public
 
 LESSEE:AMERICAN
      CONSUMERS, INC.BY:
              /s/ Michael A.
  Richardson
 
 
 Signed,
      sealed and deliveredin
      the presence of:[no signature on original]Witness/s/ Jean P. BrandenburgNotary
      Public
  22
  FOURTH AMENDMENT TO
LEASE
 
 THIS
FOURTH AMENDMENT TO LEASE (“Fourth Amendment”) is entered into this 1st day of
December 1997, by and between RINGGOLD INVESTORS, LTD., (hereinafter referred to
as “Lessor”) and SHOP-RITE and AMERICAN CONSUMERS, INC., (collectively
hereinafter referred to as “Lessee”).
 
 WITNESSETH:
 
 WHEREAS,
Lessor and Lessee entered into a lease dated June 2, 1970 and amended October
15, 1981, April 1, 1987 and February 1, 1992 for 12,000 square feet increased to
14,400 square feet of floor space in Ringgold Plaza Shopping Center, Ringgold,
Catoosa County, Georgia, copies of which are marked Exhibit “A”, attached
hereto, and by reference incorporated herein; and
 
 WHEREAS,
it is the desire of Lessor and Lessee to amend the attached lease as amended by
extending the term for five years and increasing the monthly rental and related
overage rent clause;
 
 NOW,
THEREFORE, for and in consideration of the payment by the Lessee to the Lessor
of Ten Dollars ($10.00) in cash, the receipt and sufficiency of which are hereby
acknowledged, and the further consideration of the terms and conditions
contained herein, the parties agree as follows:
 
 1.
  Article
III entitled “Rental” of the attached Exhibit “A” is modified as
follows:
 
 (a)           The
monthly rental of $4,200 as amended is deleted and inserted in lieu thereof is a
new monthly rental of $4,500;
  (b)           The
amount of $2,880,000 is deleted along with all references to amortization of
costs of improvements and in lieu thereof is inserted
$3,456,000;
  23
  2.
  Except as
modified by this Fourth Amendment, all other terms and provisions of the
attached lease and First, Second, and Third Amendments shall remain unchanged.
All the terms and provisions of this Fourth Amendment and the Lease shall be
binding upon and inure to the benefit of the parties hereto, their successors
and assigns. This Fourth Amendment shall be interpreted under the laws of the
State of Georgia.
 
 IN
WITNESS WHEREOF, the parties hereto have set their hands and seals in
triplicate, the day and year first above written.
 
 LESSOR:RINGGOLD
      INVESTORS, LTD.BY:
              /s/ Richard K.
      Taylor
 
 
 SIGNED,
      SEALED AND DELIVEREDIN
      THE PRESENCE OF:/s/ Heidi BoringWitness/s/ Stephanie MatthewsNotary
      PublicNotary
      Public, Paulding County, GeorgiaMy
      Commission Expires January 20, 2001
 
 LESSEE:AMERICAN
      CONSUMERS, INC.BY:
              /s/ Michael A.
RichardsonOctober
      10, 1997
 
 SIGNED,
      SEALED AND DELIVEREDIN
      THE PRESENCE OF:/s/ Reba SouthernWitness/s/ Terrye L. FarrNotary
      PublicMy
      Commission Expires April 18, 1988
  24
  FIFTH
AMENDMENT TO LEASE
 
 THIS
FIFTH AMENDMENT TO LEASE (“Fifth Amendment”) is entered into on the date below,
by and between MARSHALL M. BANDY, JR. d/b/a R & M JOINT VENTURES, LLC
(“Lessor”) and AMERICAN CONSUMERS, INC d/b/a SHOP-RITE (“Lessee”).
 
 WITNESSETH
 
 WHEREAS,
Lessor, through its predecessors in title, and Lessee entered into a lease dated
June 2, 1970 and amended October 15, 1981, April 1, 1987 and February 1, 1992
for 12,000 square feet increased to 14,400 square feet of floor space in
Ringgold Plaza Shopping Center, Ringgold, Catoosa County, Georgia, and December
1, 1997 copies of which are marked Exhibit “A”, attached hereto, and by
reference incorporated herein; and
 
 WHEREAS,
it is the desire of Lessor and Lessee to amend the attached Lease with terms and
rental as follows:
 
 First
      term
              
              December
      1, 2007 through November 30, 2008
              
              $
      54,000.00Second
      term
              
              December
      1, 2008 through November 30, 2009
              
              64,800.00Third
      term
              
              December
      1, 2009 through November 30. 2010
              
              64,800.00Fourth
      term
              
              December
      1, 2010 through November 30, 2011
              
              64,800.00Fifth
      term
              
              December
      1, 2011 through November 30, 2012
              
              64,800.00
 
 NOW
THEREFORE, and in consideration of the payment by the Lessee to the Lessor of
Ten Dollars ($10.00) in cash, the receipt and sufficiency of which are hereby
acknowledged, and the further consideration of the terms and conditions
contained herein, the parties agree as follows:
 
 Article
II entitled “Rental” of the attached Exhibit “A” is modified as
follows:
 
 A)
              The
      monthly rental shall be as described
above.
 B)
              The
      annual base for computing overage shall remain at $3,456,000.00 for year
      one and increase to $3,700,000.00 for the second through the fifth term
      and the rate of 1.25% shall be in effect for all
  periods.
 C)
              In
      the event the parties shall agree or Tenant demand a new roof be
      installed, the parties agree to each pay fifty percent (50%) of the cost
      of the roof covering the Shop-Rite leases
space.
 D)
              Ninety
      (90) days written notice shall be required should the Lessee or Lessor
      desire not to renew for the second through the fifth
  terms.
 E)
              The
      base for determining taxes due by the Lessor shall remain the same for the
      First Term and shall be reset based on the 2007
  taxes.
 
 Except as
modified by this Fifth Amendment, all other terms and provisions of the attached
lease and First, Second, Third and Fourth Amendments shall remain unchanged. All
the terms and provisions of this Fifth Amendment and the Lease shall be binding
upon and inure to the benefit of the parties hereto, their successors and
assigns. This Fifth Amendment shall be interpreted under the laws of the State
of Georgia.
  25
  IN
WITNESS WHEREOF, the parties hereto have set their hands and seals in
triplicate, the day and year first written below.
 
 LESSOR:
              
              WITNESS:2/18/08Date/s/ Marshall M. Bandy, Jr.
              
              /s/ Margie E. SissonMarshall
      M. Bandy, Jr. d/b/a
              
              Notary
      PublicR&M
      Joint Ventures, LLCLESSEE:
              
              WITNESS:2/15/08Date/s/ Michael A. Richardson
              
              /s/ Joan CreekmoreMichael
      A. Richardson, President
              
              Notary
      PublicAmerican
      Consumers, Inc.


26