ASSIGNMENT OF DEPOSIT ACCOUNT

LENDER
Northwest Georgia Bank
POST OFFICE BOX 5377
FP OGLETHORPE, GA 30742
(706) 961-3010

BORROWER
American Consumers, Inc.
Shop Rite Supermarkets
418 Alamar Street
Ft Oglethorpe, GA 30742
(706) 861-3347         ID No.  58-1033765

OWNER
American Consumers, Inc.
Shop Rite Supermarkets
418 Alamar Street
Ft Oglethorpe, GA 30742
(706) 861-3347         ID 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
Deposit Account(s) and all principal, interest and renewals, substitutions, and
other proceeds therefrom (collectively "Collateral").

Account No. xx-xxxxxx-xx in the amount of $100, 000.00 on deposit with Northwest
Georgia, Bank Account No.___________________________________in the amount of $
____________________________________ on deposit with .
______________________________________.


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 anyone 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 create, 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 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 teller 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 February 23, 2001 in the amount of $494,962.00 identified under loan
number (or account number) x-xx-xxxxxx-xx, and any extensions, renewals,
amendments, substitutions, or replacements thereof (collectively referred to as
the "Obligations").

2. DELIVERY AND TERMINATION. Owner shall deliver any original savings passbook
or other evidence of accounts necessary to control the Deposit Account(s), which
serve as 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 a 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 Deposit Account(s) and


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apply the proceeds thereof to pay the Obligations. Lender shall notify and, upon
the request of Lender, Owner shall notify, the holder of the Collateral to pay
Lender any monies owed to Owner under the Collateral. Owner shall diligently
collect the monies owed 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 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
Deposit Account(s) 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.