COMMERCIAL VARIABLE RATE PROMISSORY NOTE

                                          BORROWER
                                          AMERICAN CONSUMERS, INC.
                                          SHOP RITE SUPERMARKETS

LENDER                                    ADDRESS
Northwest Georgia Bank                    418 ALAMAR ST
P. O. Box 789                             FT. OGLETHORPE, GA  30742
Ringgold, GA 30736                        Telephone No.    Identification No.
(706) 861-3010                            (706) 861-3347   58-1033765

<TABLE>
<CAPTION>
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   OFFICER        INTEREST     PRINCIPAL      FUNDING     MATURITY    CUSTOMER       LOAN
IDENTIFICATION      RATE         AMOUNT         DATE        DATE       NUMBER       NUMBER
<S>               <C>         <C>             <C>         <C>        <C>          <C>
    KSF:39        VARIABLE    $580,000.00     09/11/01    09/15/06   58-1033765   0272270753
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MHM CN/34    CAT/1     PURPOSE/ R      CT/         REV/           USER #:
</TABLE>

PROMISE TO PAY: For value received, Borrower promises to pay to the order of
Lender the principal amount of Five Hundred Eighty Thousand and no/ 100 Dollars
($580,000.00), plus interest on the unpaid principal balance at the rate and in
the manner described below, until all amounts owing under this Note are paid in
full. All amounts received by Lender shall be applied first to late charges and
expenses, accrued unpaid interest, then to unpaid principal, or in any other
order as determined by Lender, in Lender's sole discretion as permitted by law.

INTEREST RATE: This Note has a variable rate feature. The interest rate on this
Note may change from time to time if the Index Rate identified below changes.
Interest shall be computed on the basis of the actual number of days over 360
days per year. Interest on this Note shall be calculated and payable at a
variable rate equal to 0.000 % per annum over the Index Rate. The initial
interest rate on this Note shall be 6.500 % per annum. Any change in the
interest rate resulting from a change in the Index Rate will be effective on:

     The First Day Of Each Month

INDEX RATE: The Index Rate for this Note shall be:

     The Wall Street Journal Prime Rate as Published in the Wall Street Journal.

If the Index Rate is redefined or becomes unavailable, then Lender may select
another index rate which is substantially similar.

DEFAULT RATE: If there is an Event of Default under this Note, the Lender may,
in its discretion, increase the interest rate on this Note to: 16.00% or the
maximum interest rate Lender is permitted to charge by law, whichever is less.

PAYMENT SCHEDULE: Borrower shall pay the principal and Interest according to the
following schedule:

     59 payments of $11,381.11 beginning October 15, 2001 and continuing at
     monthly time intervals thereafter. A final payment of the unpaid principal
     balance plus accrued interest is due and payable on September 15, 2006.

PREPAYMENT: This Note may be prepaid in part or in full on or before its
maturity date. If this Note contains more than one installment, any partial
prepayment will not affect the due date or the amount of any subsequent
installment, unless agreed to, in writing, by Borrower and Lender. If this Note
is prepaid in full there will be: [X] No minimum finance charge. [ ] A minimum
finance charge of $________________. [ ] A prepayment penalty of:


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LATE CHARGE: If a payment is received more than 9 days late, Borrower will be
charged a late charge of: [X] 5.00% of the unpaid portion of the payment; [ ]
$_________________ or _______________% of the unpaid portion of the payment,
whichever is [ ] greater [ ] less.

COLLATERAL: To secure the payment and performance of obligations incurred under
this Note, Borrower grants Lender a security interest in all of Borrower's
right, title, and interest in all monies, instruments, savings, checking and
other accounts of Borrower (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. [X] If checked, the obligations under this Note are also secured by
the collateral described in any security instruments executed in connection with
this Note, and any collateral described in any other security instruments
securing this Note or all of Borrower's obligations to Lender.

     ALL ACCTS. RECEIVABLE, INVENTORY, MACHINES & EQUIP.,FURNITURE & FIXTURES,
     NOW EXISTING OR HEREAFTER ACQUIRED, OR ANY SUBSTITUTION AS DESCRIBED *OVER*

RENEWAL: [ ] If checked, this Note is a renewal, but not a satisfaction, of Loan
Number _____________


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THE PERSONS SIGNING BELOW ACKNOWLEDGE THAT THEY HAVE READ, UNDERSTAND, AND AGREE
TO THE PROVISIONS OF THIS NOTE, INCLUDING THE TERMS AND CONDITIONS ON THE
REVERSE SIDE, AND FURTHER ACKNOWLEDGE RECEIPT OF AN EXACT COPY OF THIS NOTE.

Dated: September 11, 2001

BORROWER:  AMERICAN CONSUMERS, INC.         BORROWER:  AMERICAN CONSUMERS, INC.
           SHOP RITE SUPERMARKETS                      SHOP RITE SUPERMARKETS

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


<PAGE>


                              TERMS AND CONDITIONS

1.   EVENT OF DEFAULT. An Event of Default shall occur under this Note in the
     event that Borrower, any guarantor or any other third party pledging
     collateral to secure this Note:

(a)  fails to make any payment on this Note 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 Note, any security instrument, or any other
     present or future written agreement regarding this or any other
     indebtedness of Borrower 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 securing this Note
     without the written approval of Lender; or destroys, loses or damages such
     collateral in any material respect; or subjects such collateral to seizure,
     confiscation or condemnation.

(e)  has a garnishment, judgement, tax levy, attachment or lien entered or
     served against Borrower, any guarantor, or any third party pledging
     collateral to secure this Note or any of their property;

(f)  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 debts as they become due, or becomes the
     subject of any bankruptcy, insolvency or debtor rehabilitation proceeding;

(g)  fails to provide Lender evidence of satisfactory financial condition;

(h)  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

(i)  if Lender deems itself insecure in good faith with respect to any of the
     obligations or indebtedness.

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

(a)  to declare the principal amount plus accrued interest under this Note and
     all other present and future obligations of Borrower 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 of Borrower with or without
     resorting to judicial process;

(c)  to cease making advances under this Note or any other agreement between
     Borrower and Lender;

(d)  to take possession of any collateral in any manner permitted by law;

(e)  to require Borrower to deliver and make available to Lender any collateral
     at a place reasonably convenient to Borrower and Lender;

(f)  to sell, lease or otherwise dispose of any collateral and collect any
     deficiency balance with or without resorting to legal process;

(g)  to set-off Borrower's obligations against any amounts due to Borrower
     including, but not limited to, monies, instruments, and deposit accounts
     maintained with Lender; and

(h)  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. Lender's remedies under this paragraph are in addition to those
available under any other written agreement or applicable law.

3.   DEMAND FEATURE. [ ] If checked, this Note contains a demand feature.
     Lender's right to demand payment, at any time, and from time to time, shall
     be in Lender's sole and absolute discretion, whether or not any default has
     occurred.

4.   FINANCIAL INFORMATION. Borrower will at all times keep proper books of
     record and account in which full, true and correct entries shall be made in
     accordance with generally accepted accounting principles and will deliver
     to Lender, within ninety (90) days after the ended of each fiscal year of
     Borrower, a copy of the annual financial statements of Borrower relating to
     such fiscal year, such statements to include (i) the balance sheet of
     Borrower as at the end of such fiscal year and (ii) the related income
     statement, statement of retained earnings and statement of changes in the
     financial position of Borrower for such fiscal year, prepared by such
     certified public accountants as may be reasonably satisfactory to Lender.
     Borrower also agrees to deliver to Lender within fifteen (15) days after
     filing same, a copy of Borrower's income tax returns and also, from time to
     time, such other financial information with respect to Borrower as Lender
     may request.


<PAGE>


5.   MODIFICATION AND WAIVER. The modification or waiver of any of Borrower's
     obligations or Lender's rights under this Note must be contained in a
     writing signed by Lender. Lender may perform any of Borrower'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 will not constitute a
     waiver on any other occasion. Borrower's obligations under this Note shall
     not be affected if Lender amends, compromises, exchanges, fails to
     exercise, impairs or releases any of the obligations belonging to any
     Borrower or guarantor or any of its rights against any Borrower, guarantor,
     or any collateral securing any of Borrower's obligations.

6.   SEVERABILITY. If any provision of this Note violates the law or is
     unenforceable, the rest of the Note shall remain valid. Notwithstanding
     anything contained in this Note to the contrary, in no event shall interest
     accrue under this Note, before or after maturity, at a rate in excess of
     the highest rate permitted by applicable law, and if interest (including
     any charge or fee held to be interest by a court of competent jurisdiction)
     in excess thereof be paid, any excess shall constitute a payment of, and be
     applied to, the principal balance hereof, and if the principal balance has
     been fully paid, then such excess interest shall be repaid to Borrower.

7.   ASSIGNMENT. Borrower agrees not to assign any of Borrower' rights, remedies
     or obligations described in the Note without the prior written consent of
     Lender, which consent may be withheld by Lender in its sole discretion.
     Borrower agrees that Lender is entitled to assign some or all of its rights
     and remedies described in this Note without notice to or the prior consent
     of Borrower.

8.   NOTICE. Any notice or other communication to be provided to Borrower or
     Lender under this Note shall be in writing and mailed to the parities at
     the addresses described in this Note or such other addresses as the parties
     my designate in writing from time to time.

9.   APPLICABLE LAW. This Note shall be governed by the laws of the state
     indicated in Lender's address. Unless applicable law provides otherwise,
     Borrower consents to the jurisdiction and venue of any court located in
     such state selected by Lender, in its discretion, in the event of any legal
     proceeding under this Note.

10.  COLLECTION COSTS AND ATTORNEYS' FEES. To the extent permitted by law,
     Borrower agrees to pay all costs of collection, including attorneys' fees
     of 15 percent of the principal and interest owing on the indebtedness if
     the indebtedness is collected by law or through an attorney at law.

11.  MISCELLANEOUS. This Note is being executed primarily for commercial,
     agricultural, or business purposes. Borrower will provide Lender with
     current financial statements and other financial information upon request.
     Borrower and Lender agree that time is of the essence. Borrower agrees to
     make all payments to Lender at any address designated by Lender and in
     lawful United States currency. Borrower and any person who endorses this
     Note waives presentment, demand for payment, notice of dishonor and protest
     and further waives any rights to require Lender to proceed against anyone
     else before proceeding against Borrower or said person. All references to
     Borrower in this Note shall include all of the parties signing this Note,
     and this Note shall be binding upon the heirs, personal representatives,
     successors and assigns of Borrower and Lender. If there is more than one
     Borrower their obligations under this Note shall be joint and several. This
     Note represents the complete and integrated understanding between Borrower
     and Lender regarding the terms hereof.

12.  JURY TRIAL WAIVER. LENDER AND BORROWER HEREBY WAIVE ANY RIGHT TO A TRIAL BY
     JURY IN ANY CIVIL ACTION ARISING OUT OF, OR BASED UPON, THIS NOTE OR THE
     COLLATERAL SERCURING THIS NOTE.

13.  ADDITIONAL TERMS:
     ON UCC-1 DATED 03-12-2001 RECORDED IN CATOOSA COUNTY, GEORGIA, FILE#
     023-2001-0363