[WACHOVIA LOGO]

Wachovia Bank, N.A.
Post Office Box 1088
Dalton, Georgia 30722-1088


February 10, 2000

American Consumers, Inc.
Michael A. Richardson, President
P. O. Box 2328
Ft. Oglethorpe, GA 30742

Dear Michael:

Wachovia Bank, N.A. ("Lender") is pleased to offer American Consumers, Inc.
("Borrower") the following credit facilities. This commitment letter amends and
replaces the commitment letter dated November 20, 1998. This Commitment (as
later defined) will become effective upon your acceptance of the terms and
conditions outlined in this letter. This Commitment will expire on September 30,
2000 or on demand, which ever is earlier.

Commitment Type:   Revolving Line of Credit, the "Commitment."

Amount:            Up to $600,000

Purpose:           General working capital purposes

Interest           Rate: Lender's Prime Rate, currently 8.75%, subject to change
                   from time to time. The "Prime Rate" refers to that rate so
                   denominated and set by Lender as an interest rate basis for
                   borrowings. The Prime Rate is but one of several interest
                   rate bases used by Lender. Lender lends at rates above and
                   below the Prime Rate.

                   Interest will be calculated on the basis of a 360 day year
                   based on the actual number of days elapsed.

Repayment Terms:   Interest payable monthly beginning February 14, 2000.

                   Principal due on demand.

Collateral:        Certificate of Deposit issued by Wachovia Bank in the amount
                   of $424,000.

                   To the extent permitted by law, the collateral specified
                   above shall secure the Commitment and also secure any and all
                   other liabilities, obligations and indebtedness of the
                   Borrower to Lender, now existing or hereafter arising.

Financial Reports: The following information will be required:

                   Year end audited financial statements of Borrower within 90
                   days of fiscal year end prepared by a certified public
                   accounting firm acceptable to Lender.

                   Quarterly financial statements, including a balance sheet and
                   income statement, within 60 days of quarter end signed by an
                   officer or partner of Borrower attesting to their accuracy.

                   All financial statements shall be prepared in accordance with
                   generally accepted accounting principles and practices
                   applied consistently throughout the period and for prior
                   periods.

                   Additional financial information on Borrower or Guarantor as
                   requested by Lender.

Fees:              A $250.00 Commitment fee which shall be fully earned and
                   non-refundable.

Other Conditions:  This Commitment is subject to the maintenance by
                   Borrower of a condition satisfactory to Lender and the
                   delivery and/or execution of loan, security, and
                   informational documents satisfactory to Lender. Examples of
                   an unsatisfactory condition include, but are not limited to,
                   a material change in management, an adverse change in
                   financial condition, or any default by Borrower on any
                   obligation to Lender or to a third party.

                   During the term of the Commitment, there shall be no change
                   in control, ownership, or legal structure of Borrower or
                   Guarantor without the prior written consent of Lender.


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                   In no event shall either Borrower or Lender be liable to the
                   other for indirect, special, or consequential damages which
                   may arise out of or are in any way connected with the
                   issuance of this Commitment.

                   All costs, expenses and fees incurred to close the Commitment
                   and perfect Lender's security interest will be the
                   responsibility of the Borrower, whether or not the
                   transaction contemplated herein closes, unless the failure to
                   close is due solely to Lender's gross negligence or willful
                   misconduct.

                   In addition to any other defaults normally specified in
                   Lender's documents, to the extent permitted by law, Borrower
                   agrees that a default under this Commitment will also cause a
                   default under any other loan or obligation of the Borrower to
                   Lender and that a default under any other loan or obligation
                   of the Borrower to Lender will cause a default under this
                   Commitment.

                   All advances under the revolving line of credit will be paid
                   down to a minimum amount, of $424,000 for a minimum of thirty
                   consecutive days during the term of this Commitment.

                   The Commitment is subject to Lender serving as Borrower's
                   primary financial institution for short term working capital
                   needs. While the Borrower is utilizing Lender's short term
                   working capital line, the Borrower agrees not to
                   simultaneously utilize short term working capital lines of
                   credit provided by other financial institutions.

                   All information and representations made by the Borrower and
                   any Guarantors to Lender are and will be accurate at closing.

                   This Commitment shall be governed by the laws of the State of
                   Georgia.

                   This Commitment is for the sole and exclusive benefit of the
                   Borrower and may not be assigned by the Borrower.

                   This Commitment and all terms and provisions outlined above
                   shall survive the closing and shall be binding on the
                   Borrower after such closing.

Commitment
Modifications:     No condition or other term of this Commitment may be waived
                   or modified except in writing signed by Borrower, all
                   Guarantors, if any, and Lender.

Please call me if you have any questions about the terms of this offer. If this
Commitment is not accepted with an executed copy received by Lender by February
14, 2000 and closed by February 14, 2000, this Commitment shall be null and void
at the option of Lender. To acknowledge your acceptance, please sign below and
return to me. We look forward to working with you.

Very truly yours,

/s/ Pam Garland

Pam Garland
Vice President


Accepted and agreed to this 14 day of February, 2000.

American Consumers, Inc.

By:  /s/ Michael A. Richardson
     -------------------------
         Michael A. Richardson