ASSET PURCHASE AGREEMENT

                                     BETWEEN

                            AMERICAN CONSUMERS, INC.

                                       AND

                           RUSSELL'S FOOD STORES, INC.



                            DATED  DECEMBER 20, 2003


                                      - 1 -
================================================================================


<PAGE>
                            ASSET PURCHASE AGREEMENT
                            ------------------------

This  Agreement,  made as of this 20 th day of December, 2003 by and between ACI
(hereinafter  referred  to  as  "Purchaser")  and  Russell's  Food Stores, Inc.,
(hereinafter  referred  to  as  "Seller")

                               W I T N E S S E T H
WHEREAS,  Seller is the owner and operator of a grocery business in Tunnel Hill,
Whitfield  County,  Georgia,  formerly  known  as  Piggly  Wiggly  Supermarket
(hereinafter  known  as  "Supermarket");  and

WHEREAS, Seller desires to sell and Purchaser desires to purchase certain of the
operating  assets  of the supermarket upon the terms and conditions set forth in
this  Agreement;

NOW,  THEREFORE,  for  and in consideration of the premises, and intending to be
legally bound hereby, the parties hereto covenant, stipulate, represent, warrant
and  agree  as  follows:


     1.   DEFINITIONS
          -----------

          1.1  "Closing Date" means December 20, 2003 or such other date as may
               be agreed upon by the parties for the closing of the transactions
               contemplated by this Agreement.

          1.2  "Business" means the operation of the Supermarket by Seller prior
               to the Closing Date.

          1.3  Purchased Assets" means:

          (a)  Certain furniture, machinery, fixtures and equipment used or
               usable in connection with the Supermarket as described in Exhibit
               1.3(a) hereto (hereinafter referred to as the "Fixed Assets");
               and inventory valued per Exhibit 1.3(b).

     2.   TRANSFER OF AND PURCHASE PRICE OF PURCHASED ASSETS
          --------------------------------------------------

          2.1  Transfer.  Subject  to  the  terms and conditions hereinafter set
           --------
          forth,  Seller  shall  sell,  transfer  and  convey  to  purchaser and
          Purchaser  shall  purchase, receive and accept the Purchased Assets on
          the  Closing  Date,  as  described  in  this  Agreement,  as  follows:

          (a)  On  or  before Closing Date, all Fixed Assets will be inventoried
     and  inspected  by  Purchaser  as  provided  in  Section  6.1.

          (b)  Anything  to  the  contrary  herein not withstanding, the parties
     hereto  acknowledge  and  agree  that  Purchaser  is  purchasing  only  the
     Purchased  Assets  only  in  this  transaction  and is in no way, manner or
     respect  continuing  the business of Seller or any predecessors in interest
     thereof  or  purchasing  any  goodwill  associated  therewith.


                                        2
<PAGE>
          2.2  Purchase Price.
               ---------------

          (a)  Fixed  Assets . . . . . . . . . . . . . . . . . . . . $150,000.00

          (b)  Inventory and supplies (valued per exhibit 1.3(b)2.______________

          Total                                                   ==============

          2.3  Payment of the Purchase Price.  Purchaser shall pay the
               -----------------------------
     purchase  price  to  Seller  as  follows:

     The  purchase  price will be paid to Seller at closing by way of a check in
     good funds drawn on an account of the Purchaser that may be replaced with a
     certified  or  cashier's check at 9:00 A.M. Tunnel Hill, Georgia on Monday,
     December  22,  2003.

     2.   LIABILITIES  NOT  ASSUMED;  INDEMNIFICATION.
          --------------------------------------------

          2.1  Liabilities  Not  Assumed.  Purchaser  expressly  assumes  no
               -------------------------
     liabilities  or obligations of Seller or the supermarket or of the Business
     whatsoever,  except  for  the  assumption  of  those equipment and fixtures
     leases  set  forth  in  Exhibit 3.1 if any. Without limiting the foregoing,
     Purchaser specifically does not assume any liability of Seller with respect
     to  (i)  obligations  for  any federal, foreign, state or local taxes, (ii)
     obligations  for  pension,  profit-sharing  or  other  employee  or welfare
     benefit programs or termination or unemployment benefits, whether funded or
     unfunded,  or  (iii) any other liability which may hereafter be asserted as
     the  result  of  acts or omissions on the part of Seller or any of Seller's
     predecessors  in  interest,  prior  to  the Closing Date, including but not
     limited  to  any  liability  arising from products liability, slip and fall
     accidents  and  automobile  accidents  occurring prior to the Closing Date.

          2.2  Indemnification  by  Seller. Seller agrees to indemnify Purchaser
               ---------------------------
     and  hold  it  harmless  from  any claims, losses, damages, liabilities and
     expenses  (including attorney's fees) resulting from (i) any liabilities of
     Seller,  the  Supermarket  or  the  Business,  not  specifically assumed by
     Purchaser  under  this  Agreement,  (ii)  any  and all claims, liabilities,
     losses,  damages  or  expenses,  including  costs of suit and counsel fees,
     proximately  caused  by  the  breach  by Seller of any covenant, agreement,
     representation  or  warranty,  or  arising  out  of  the  inaccuracy of any
     representation of Seller under this Agreement or any Exhibit hereto, Except
     as  provided  hereinafter, and subject to the right of rescission set forth
     in  Section  2.5, any amount due Purchaser pursuant to this Paragraph shall
                                                                 ---------
     be  paid to Purchaser by check from Seller. If any equitable claim or mixed
     legal  an  equitable  claim  is  asserted  against Purchaser or against the
     Purchased  Assets as a consequence of the transactions contemplated by this
     Agreement  or  any  breach  by  Seller  of  any  covenant,  agreement  or
     representation  or  warranty  of Seller under this Agreement or any Exhibit
     hereto,  the effect of which could reasonably be anticipated to restrict or
     encumber  Purchaser's  use  and  enjoyment  of  the Purchased Asset, or its
     operation  of  a  retail  grocery


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<PAGE>
     business  on the premises then Purchaser may elect to first proceed against
     Seller,  (iii)  any  action  taken against the part of the Purchased Assets
     consisting of inventory by any person to whom Seller has granted a security
     interest  in  said  inventory.

          2.3  Indemnification  by Purchaser. Purchaser shall indemnify and hold
               -----------------------------
     Seller  harmless  from and against any and all claims, liabilities, losses,
     damages  or expenses, including costs of suit and counsel fees, proximately
     caused  by  the breach by Purchaser of any covenant, agreement or warranty,
     or  arising  out of the inaccuracy of any representation of Purchaser under
     this  Agreement.

          2.4  Indemnification  procedure.  In  the  event  an  action is bought
               --------------------------
     against (or otherwise threatened against) any party and as a result thereof
     a  claim  for  indemnification under this Agreement is made, notice of such
     action  or threatened action shall be promptly given to the party from whom
     indemnification  is  sought,  and such party shall, at its option, have the
     right  to  assume  the defense or prosecution of such action, and the party
     seeking indemnification shall cooperate fully in the defense or prosecution
     of  such  action.

          2.5  Purchaser's Right of Rescission. If prior to the closing date, in
               -------------------------------
     the  event  that  an  action  is  brought  against (or otherwise threatened
     against)  Purchaser;  whether  legal  or  equitable,  which would otherwise
     entitle  Purchaser  to  seek  indemnification  from  Seller,  and  if  in
     Purchaser's  reasonable  opinion  such  action  or  threatened action would
     materially  and adversely affect Purchaser's ability to enjoy the quiet and
     peaceful  use of the Purchased Assets, then Purchaser may elect if prior to
     the  closing  date to rescind this transaction, return the Purchased Assets
     to  Seller  and  Seller shall return the Purchase Price to Purchaser within
     fifteen  (15)  days.

     3.   REPRESENTATIONS  AND  WARRANTIES  OF  SELLER.
          ---------------------------------------------

          Seller  represents and warrants to Purchaser that, except as set forth
     in  the  Disclosure  Schedule  attached  hereto  as  Exhibit  4:


          4.1  Liabilities and Adverse Changes.
               -------------------------------

               (a)  As  of the date hereto and as of the Closing, Seller had and
     shall  have  no  liabilities  relating to or affecting the Business, either
     accrued,  absolute,  contingent  or otherwise, and whether due or to become
     due  which  would  impair  or restrict Purchaser's use and enjoyment of the
     Purchased  Assets  once  transferred  or  which could become a liability of
     Purchaser  as  a  matter  of  law  after  the  Closing  Date.


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<PAGE>
               (b)  To  the  best  of  Seller's  knowledge  and  belief  without
     investigation,  there  has  not  been  any  adverse  change in the business
     conditions  in Whitfield County, Georgia or its contiguous counties, or any
     event, circumstance, fact or occurrence which may be reasonably expected to
     result  in a materially adverse impact on the operation or profitability of
     a  retail grocery business at the location of the Supermarket. In the event
     that  it  is  discovered  that  Seller had any such knowledge, prior to the
     Closing  Date,  then  Seller  shall, at Purchaser's sole option, return the
     Purchase  Price  to  Purchaser  along  with  reimbursing  Purchaser for its
     reasonable  costs  associated  with  this transaction other than a security
     interest.

          4.2  Title  to  the  Purchased  Assets. Seller has good and marketable
               ---------------------------------
     title  to all of the Purchased Assets, other than inventory, free and clear
     of  all  liens,  encumbrances,  mortgages,  easements,  covenants,  leases,
     agreements,  restrictions,  security interests or pledges or any contingent
     liability.

          4.3  Condition  of Purchased Assets. To the best of Seller's knowledge
               ------------------------------
     and  belief  without  investigation  all  of the Fixed Assets, are in good,
     serviceable  and  functional condition and are without presently known need
     for  repair  or  replacement other than routine maintenance required in the
     ordinary  course  of  business. Except for the foregoing representation and
     the  representation  in  section  4.2 of this Agreement concerning Seller's
     title  to  the Purchased Assets, the Purchased Assets are sold AS IS, WHERE
     IS.

          4.4  Compliance  with  Laws.
               ----------------------

               (a)  Seller holds all licenses, certificates, permits, franchises
     and  rights,  from  all  appropriate  federal,  state  and  other  public
     authorities, necessary for the conduct of the Business, the failure to hold
     which  might  create  a  lien  or  encumbrance  of  the  Purchased  Assets.

               (b)  As of the Closing Date, the Business has been operated so as
     to  comply, and has complied in all respects with, and there is no existing
     violation  of  or  default  under  any  applicable federal, state, local or
     foreign statues, laws, regulations, ordinances, orders and rules, including
     without  limitation,  occupational  safety and health and those relating to
     the  protection of public health and the environment, the failure to comply
     with  which  might  create  a  lien or encumbrance on the Purchased Assets.

               (c)  To  the  best  of  Seller's  knowledge  and  belief  without
     investigation  Seller and its predecessors in interest are not charged with
     nor  are they under governmental investigation relating to or involving the
     Business  with  respect  to  any actual or alleged violation of any statue,
     law,  regulation, ordinance, order of rule, nor are they the subject of any
     pending  or  threatened  adverse  proceeding  by  any  regulatory authority
     concerning  the  Business  which  might create a lien or encumbrance on the
     Purchased  Assets.

          4.5  Litigation.  To the best of Seller's knowledge and belief without
               -----------
     investigation there is no court action pending or threatened against Seller
     or  her  predecessors  in  interest


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<PAGE>
     which  may  directly  or  indirectly involve or affect any of the Purchased
     Assets  or the Business and there are to the best of Seller's knowledge, no
     grounds or bases for any such action. To the best of Seller's knowledge and
     belief without investigation there are no proceedings pending or threatened
     against Seller relating to or affecting or involving the Business or any of
     the  Purchased  Assets  by  or  before  any governmental board, department,
     commission  or  agency,  and  there  are  no  grounds or bases for any such
     proceeding  which, in the case of any such action relating to the Business,
     might  create  a lien or encumbrance on the Purchased Assets. Seller is not
     in violation of any order, decree, or judgment of any court or governmental
     board,  department,  commission  or  agency  relating  to  or involving the
     Business  which might create a lien or encumbrance on the Purchased Assets.

          4.6  Material Contracts.   Except as set forth in Exhibit 4.6 hereto
               ------------------
(hereinafter  referred to as the "Material Contracts"), Seller is not a party to
or bound by any contract, lease, license, agreement, permit, plan, commitment or
binding  arrangement,  oral  or written, express or implied which may affect the
Purchased  Assets.  None of the Material Contracts requires any consent or other
approval  to  the  transactions  contemplated  in  this  Agreement.

          1.   Lease  by  and  between  Russell's  Food  Stores, Inc., v. Tunnel
               Properties,  LLC;

          2.   Agreement  allowing Fleming Companies, Inc., to obtain a security
               interest  in  Seller's  inventory  at  the  Premises.


          4.7  Provisions  for  Taxes  of Business. Seller has filed all federal
               -----------------------------------
     state  and  local  tax  and  information returns and reports required to be
     filed  by  it  with  respect  to  the Business or its employees and reports
     required  to  be filed by it with respect to the Business and the Purchased
     Assets,  and  such  returns  and  reports  were  timely, true, complete and
     correct  in  all  respects;  and  Seller  will timely and properly file all
     federal  and  state and local tax returns and reports, including those with
     respect  to  Ad  valorem  taxes and other taxes levied on real and personal
     property, and all other filings and reports, required to be filed by it and
     will  pay all taxes including penalty and interest and fines, if any, which
     become  due  pursuant thereto or pursuant to any assessments received by it
     with  respect  to  the Business and its employees through the Closing Date.
     All  taxes, fees and assessments of whatsoever nature upon the Business and
     the  Purchased  Assets which are due and payable have been paid. Seller has
     no knowledge of any additional amounts to be asserted against the Purchased
     Assets  prior  to  the  Closing  Date  and  has  not waived or extended any
     applicable  statues  of  limitations  for taxes, fees or other governmental
     charges  relating  to  the  Business.

          4.8  Insurance Policies. All insurance policies including all policies
               -------------------
     of  theft,  casualty  and general liability are, and up to the Closing Date
     will be, in full force and effect. Seller has timely paid or made provision
     for,  and will make timely payment of all sums due or which become due from
     Seller  on or prior to the Closing Date for premiums or other payments with
     respect to all such policies or obligations relating to the Supermarket for
     all  periods prior to and including the Closing Date. All such policies are
     on  an


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<PAGE>
     "occurrence"  basis  and  the  general  liability insurance policy is in an
     amount  not  less  than  $1,000,000.00.

     4.9  Consents.  No  approval,  authorization,  consent  or  other  order of
          --------
action  of  or  filings  with  any  court, administrative agency or governmental
authority is required to be obtained by Seller for the execution and delivery or
performance by Seller of this Agreement, or such other agreements or instruments
necessary  for  the  consummation  of  the  transactions  contemplated hereby or
thereby.

     4.10 Full Disclosure.  To the best of Seller's knowledge and belief without
          ---------------
investigation there are no matters involving Seller, which are likely to have a
material adverse effect upon the Purchased Assets, or which are necessary for a
full understanding of the physical condition of the Purchased Assets, except as
set forth in this Agreement or the Exhibits hereto.  None of the representations
or warranties made by Seller herein and none of the information provided by them
in any Exhibit or certificate delivered pursuant to this Agreement by Seller
contains or will contain any untrue statement of a material fact or omits or
will omit any material fact the omission of which would be misleading.

5.   REPRESENTATIONS AND WARRANTIES OF PURCHASER.
     --------------------------------------------

     5.1  Authority  of  Purchaser.  Purchaser represents and warrants to Seller
          ------------------------
that  Purchaser  is  duly  organized and existing and in good standing under the
laws  of  the  state  of Georgia and will continue to be so on the Closing Date;
that  all  action  necessary  to  authorize  the  execution and delivery of this
Agreement  has  been taken by Purchaser; that it has the power to enter into and
carry  out this Agreement, there being no contractual or other restrictions upon
it  so  doing;  and  that this Agreement will be duly executed and delivered and
will  constitute  the  binding  obligation of Purchaser in accordance with their
terms.

     5.2  Taxes,  Etc.  Purchaser represents and warrants that all sales and use
          -----------
taxes, federal and state withholding taxes, federal and state unemployment taxes
and  FICA  withholding taxes, which are incurred pursuant to Purchaser's Georgia
business  operations, are paid by Purchaser in a current and timely manner, that
Purchaser  has  not  received any over due notices regarding such taxes and that
such taxes shall continue to be paid in a current and timely manner until Seller
has  received  full  payment  of  the  purchase  price, including payment of any
promissory  note  or  notes  executed  pursuant  to  this  Agreement.

     5.3  Noncontravention:  Neither  the  execution  and  the  delivery of this
          -----------------
Agreement,  nor  the  consummation  of the transactions contemplated hereby will
violate  any  constitution,  statute,  regulation  , rule, injunction, judgment,
order,  decree,  ruling,  charge  or  other  restriction  of  any  government,
governmental agency, or court to which the Purchaser is subject or any provision
of  its  charter  or  bylaws,  or  (ii)  conflict  with,  result in a breach of,
constitute  a  default under, result in the acceleration of, create in any party
the  right  to  accelerate,  terminate, modify, or cancel, or require any notice
under  any agreement, contract, lease, license, instrument, or other arrangement
to which the Purchaser is a party or by which it is bound or to which any of its
assets  is subject.  The Purchaser does not need to give nay notice to, make any
filing with, or obtain any authorization, consent, or approval of any government
or


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<PAGE>
governmental  agency,  in  order  for the parties to consummate the transactions
contemplated  by  this  Agreement.


6.   OBLIGATIONS PRIOR TO CLOSING.
     -----------------------------

     Seller  agrees  to carry out the following obligations prior to and through
the  Closing  Date.  In  the  event  any of the following are unsatisfied at the
Closing  Date, Purchaser may terminate this Agreement without further obligation
to  Seller.

     6.1  Inspection.  Purchaser  shall  be  permitted,  through  his authorized
          ----------
representatives, to examine any and all sales tax returns, properties, machinery
and operations of the Business and the Purchased Assets on or before the Closing
Date so that Purchaser may have full opportunity to make such legal and business
review  or  investigations  as  it  may  desire.  On or before the Closing Date,
Purchaser,  or its authorized representatives, shall also be permitted to take a
physical  inventory  of  the  Purchased  Assets.  In the absence of bad faith or
fraud  on the part of Purchaser, no such inspection shall limit or modify in any
respect  any  of  the representations and warranties of Seller set forth in this
Agreement.

     6.2  Maintenance  of  Insurance.  Seller  will  continue  to  maintain  its
          --------------------------
insurance  coverage  as  specified  in  Paragraph  4.8,  on an occurrence basis,
subject  to  variations  in  amounts  required by the ordinary operations of the
Business  through  the  Closing  Date  or  any  extension  thereof.

     6.3  Removal  of  Property.  As  of  the  Closing  Date,  Seller shall have
          ---------------------
removed all property other than the Purchased Assets from the of the Supermarket
(  the  "Premises".

7.   CONDITIONS TO CLOSING BY PURCHASER.
     -----------------------------------

     The  obligations  of Purchaser under this Agreement shall be subject to and
conditioned  upon  the  accuracy of the representations and warranties of Seller
contained  in  this  Agreement and the Exhibits hereto, and to the compliance by
Seller  with  his Agreements, covenants, warranties and stipulations, all as set
forth  in this Agreement, and to the following further conditions, any or all of
which  may  be  waived  in  writing  by  Purchaser.

     7.1  Accuracy  of  Representations.  Each  of  the  representations  and
          -----------------------------
warranties  of  Seller shall be true and correct on the date hereof and shall be
true  and  correct  on  the  and  as  of the Closing Date; and Seller shall have
executed  and  delivered  to Purchaser on the closing Date a certificate to that
effect  dated  that  date,  in  the  form  of  Exhibit  7.1.

     7.2  Performance.  Each  of  the agreements, covenants, stipulations, terms
          -----------
and conditions hereof to be performed and complied with by Seller on or prior to
the  Closing  Date  shall  have  been  performed  and  complied with on or prior
thereto.


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<PAGE>
     7.3  Absence  of  Litigation.  No  action or proceedings, including but not
          -----------------------
limited to any petition filed under Title 11 of the Untied States Code by either
Seller or its predecessors in interest, shall have been instituted or threatened
(a)  to  set  aside the transactions provided for herein or to enjoin or prevent
the  consummation  thereof  or  (b)  as  determined  by  Purchaser  in  its sole
discretion which could materially threaten its use, enjoyment, or operation of a
retail  grocery  business  at  the  Premises as executed in connection with this
Agreement  or  its  use  of  enjoyment  of  the  Purchased  Assets.

     7.4  Absence  of  Material  Loss.  (a)  The Purchased Assets shall not have
          ----------------------------
been  adversely affected in any material way, or sustained any material casualty
or  theft  loss, whether or not insured.  For purposes of this Section, the term
"material"  shall  mean  any  of  the  following:

     (i)  any circumstance, occurrence or event adversely affecting or resulting
in  the  damage,  loss  or  destruction of 10% or greater of the aggregate floor
square  footage  of  the  Premises.

     (ii) any other circumstance, occurrence or event, the effect of which would
likely  be  to  render  Purchaser unable or incapable of ongoing operations of a
retail  grocery business at the Premises or which may result in a 10% or greater
reduction  in  overall  sales  of  such  retail  grocery  business.

Under any of the foregoing circumstances, the risk of loss and /or damage solely
shall be upon Seller, and Purchaser may elect to terminate this Agreement
without liability or obligation to Seller.

(b)   In  the  event  that prior to the Closing Date  the Purchased Assets shall
have  been  adversely  affected  or shall have sustained any loss of less than a
material nature, Seller and Purchaser shall mutually agree on a reduction in the
purchase  price  to  compensate  Purchaser  for the loss.  In the event that the
parties  cannot  agree  on  a  reduced purchase price at or prior to the Closing
Date,  then  Purchaser shall have the option to terminate this agreement without
further  liability  to  Seller.

     7.5  Consents.   All necessary agreements and consents of any third parties
to  the  consummation  of  the  transactions  contemplated by this Agreement, or
otherwise  pertaining  to the matters covered by it, shall have been obtained by
Seller.

     7.6  Bill  of Sale.   Seller shall have executed and delivered to Purchaser
a  Bill  of  Sale  in  the form of Exhibit 7.6 transferring all of the Purchased
Assets  to  Purchaser.

     7.7  Approval  of  Documentation.   The  form  and  substance  of  all
          ---------------------------
certificates,  deeds,  bills of sale, instruments, opinions, and other documents
delivered  to Purchaser under this Agreement shall be reasonably satisfactory in
all  respects  to  Purchaser  and  its  counsel.

8.   Conditions to Obligations of Seller
     -----------------------------------


                                        9
<PAGE>
     The  obligations  of  Seller  under  this Agreement shall be subject to and
conditioned upon the accuracy of the representations and warranties of Purchaser
contained  in  this  Agreement, and to the compliance by it with its agreements,
covenants,  warranties and stipulations, all as set forth in this Agreement, and
to  the  following  further  conditions,  any  or  all of which may be waived in
writing  by  Seller.

     8.1  Accuracy  of  Representations.  Each  of  the  representations  and
          -----------------------------
warranties  of  Purchaser shall be true and correct on the date hereof and shall
have  executed and delivered to Seller on the Closing Date a certificate to that
effect  dated  that  date.

     8.2  Performance.  Each  of  the agreements, covenants, stipulations, terms
          -----------
and conditions hereto to be performed and complied with by Purchaser on or prior
to  the  Closing  Date  shall  have been performed and complied with on or prior
thereto.

     8.3  Termination  of  Lease.  Seller  and Tunnel Hill Properties, LLC shall
          -----------------------
have  entered into an agreement terminating Seller's lease of the Premises prior
to  the  Closing  Date  without  further  liability  of  Seller  thereunder.


9.   MISCELLANEOUS  COVENANTS  OF  SELLER
     ------------------------------------

     9.1  Covenant Not To Compete.  Seller hereby agrees that for five (5) years
          -----------------------
from the Closing Date she will neither directly or indirectly, whether as owner,
shareholder,  director, agent, employee, landlord, lessee, investor, advisor, or
in  any  other  capacity whatsoever, compete with Purchaser or its successors or
assigns  in  the  operations  of  a  retail  supermarket  similar to that of the
Business  at  any  location  located  within  Whitfield  County,  Georgia.

     9.2  Assignment  of  Warranties.  Seller  hereby  covenants  that  it  will
          --------------------------
assign to Purchaser all assignable warranties and/or guarantees affecting any of
the  Purchased Assets made by any manufacturer or seller of the Purchased Assets
or  by  any  other  person.

10.  PRORATION  OF  TAXES  AND  UTILITIES  AND  COSTS  AND  EXPENSES.
     ---------------------------------------------------------------

     10.1 Proration of Ad Valorem Property Taxes.  Ad valorem property taxes for
          --------------------------------------
2003  due or paid with respect to the Purchased Assets shall be prorated between
the  parties.

     10.2 Sales  and  Use  Taxes.  Seller  represents  that  it  is  completely
          ----------------------
liquidating its business at the Supermarket and as a part of this transaction is
selling  all  of  its  tangible  personal  property  at  that  location and upon
completion  of  the  sale  will  cease  business  operations  at  that location.
Accordingly,  the  parties  consider  this  sale to be a casual sale, as defined
under  Regulations  as  published  by  the  Georgia  Sales and Use Tax Division.

     10.3 Income  and  Other  Taxes.   Any  income  or  other taxes imposed upon
          -------------------------
Seller  as  a result of the transactions contemplated by this Agreement Shall be
paid  by  Seller  and  Purchaser  shall  have no liability for any taxes owed by
Seller  and  arising  from  the  transactions  contemplated  by  this Agreement.


                                       10
<PAGE>
     10.4 Costs  and Expenses.  Seller  shall pay all fees and expenses incurred
          -------------------
by  it  in  connection with this transaction, including the fees and expenses of
its  counsel  and  accountants,  if  any,  and  Purchaser shall pay all fees and
expenses  incurred by it in connection with this transaction, including the fees
and  expenses  of  its  counsel  and  accountants.

     10.5 Brokers.  Seller  and  Purchaser  each  represent to the other that no
          -------
broker  or  finder,  acted  or  is  acting  for  them  in  connection  herewith.


11.   CLOSING

     11.1 Closing.  The  transfer  of  the  Purchased  Assets  and  the  related
          -------
transactions  contemplated  by  this Agreement shall take place at the office of
the  Seller  on  the  Closing  Date.

     11.2 Postponement  of Termination.  If  a party's respective conditions for
          ----------------------------
Closing  have  not  been fulfilled or waived by the Closing Date the other party
may terminate this Agreement by giving written notice of such termination to the
party not fulfilling its conditions or extend the closing one or more times, but
not  to  a  date  later  than  December  31,  2003.

     11.3 Possession.  At  the  closing,  Seller  shall  put  Purchaser  in full
          ----------
possession  and  enjoyment  of  the  Purchased  Assets.

     11.4 Further Assurances.  At  any time on or after the Closing Date, Seller
          ------------------
will  execute,  acknowledge  and  deliver  any  further  deeds,  assignments,
conveyances  and  other  assurances,  documents  and  instruments  of  transfer
reasonably requested by Purchaser and will take any other action consistent with
the  terms  of  this Agreement that may reasonably be requested by Purchaser for
the  purpose  of transferring to Purchaser any or all of the Purchase Assets and
other  rights and benefits intended to be conveyed by this Agreement.  Purchaser
will  also  execute, acknowledge, and deliver any documents which are reasonably
requested  by  Seller  and  which relate to the purchased assets or the transfer
thereof.

12.  GENERAL

     12.1 Survival  of  Representations, Warranties, etc.  The  representations,
          ----------------------------------------------
warranties,  stipulations,  covenants  and agreements made by the parties herein
shall  survive  the Closing Date (unless the party knew or had reason to know of
any  misrepresentation  or  breach  of  any  warranty,  stipulation, contract or
agreement by the other party at the time of closing) and continue in force for a
period  of  six  (6)  months  thereafter.

     12.2 Entire  Agreement.  This  agreement  supercedes  all  prior  written
          -----------------
agreements,  negotiations  and  discussions  and,  other  than as stated in this
Agreement, there are no representations or warranties and no other stipulations,
covenants  or  agreements  by or among the parties hereto concerning the subject
matter  of  this  agreement.


                                       11
<PAGE>
     12.3 Modifications,  Waiver.  No  supplement,  modification or amendment of
          ----------------------
this  agreement  shall be binding unless executed in writing by all parties.  No
waiver  shall  be  binding  unless  executed  in writing by the party making the
waiver.  No  waiver  of  any  of  the provisions of this agreement or any breach
thereof  shall  be  deemed  a  waiver  of  any  other provisions, whether or not
similar,  or  of  any  subsequent  breach  of  this  Agreement.

     12.4 Headings.  The  subject headings of the sections of this Agreement are
          --------
included  for purposes of convenience only and shall not affect the construction
or  interpretation  of  any  of  its  provisions.

     12.5 Assignment.  This  Agreement  shall  be binding upon and insure to the
          ----------
benefit  of  the  successors  and assigns of the parties hereto but shall not be
assigned  by  the  party  hereto  without the prior written consent of the other
party  hereto.

     12.6 Governing  Law.  This  Agreement shall be interpreted and construed in
          --------------
accordance  with  the  laws  of  Georgia.  That  venue  and jurisdiction for any
dispute arising under this Agreement shall rest with the appropriate court(s) in
Whitfield  County.

     12.7 Attorney's  Fees.  If  any  legal  action  or  arbitration  or  other
          ----------------
proceeding  is  brought  for  the enforcement of this Agreement or because of an
alleged  dispute, breach, default or misrepresentation in connection with any of
the  provisions  of  this  agreement,  the  prevailing party or parties shall be
entitled  to  recover reasonable attorney's fees and other costs incurred in the
proceeding.

     12.8 Notices,  Demands and Communications.  All  notices, demands and other
          ------------------------------------
communications  which  may  be  required  to  be given hereunder or with respect
hereto shall be in writing, shall be given either by personal receipted delivery
or  by  registered  or  certified mail, return receipt requested, and shall have
been  deemed  to have been given or made when personally delivered and receipted
or  when  deposited  in  the  mail, postage prepaid, addressed to the respective
parties  as  follows:

     (i)  If  to  Seller:

          RUSSELL'S  FOOD  STORES,  INC.
          P.  O.  Box  47
          Rockwood,  TN  37854


          With  a  copy  to:


          Philip  B.  Whitaker,  Jr.
          1100  SunTrust  Bank  Building
          Chattanooga,  TN  37402

Or to such other address as Seller from time to time designate by written notice
to  Purchaser;  and


                                       12
<PAGE>
     (ii)
          AMERICAN  CONSUMERS,  INC.
          P.  O.  BOX  2328
          FORT  OGLETHORPE,  GA  30742


     12.9  Execution  in Counterparts.  This Agreement may be executed in one or
           --------------------------
more counterparts, each of which shall constitute an original hereof, but all of
which  shall  constitute  but  one  and  the  same  document.


IN  WITNESS  WHEREOF,  RUSSELL'S  FOOD  STORES,  INC,  and  ACI have caused this
Agreement to be executed as of the date first above written, each in counterpart
originals.


SELLER:
-------

/s/  Gordon B. Russell
____________________________
GORDON B. RUSSELL, PRESIDENT
RUSSELL'S FOOD STORES, INC.

PURCHASER
---------

/s/  Michael A. Richardson
________________________________
MICHAEL A. RICHARDSON, PRESIDENT
AMERICAN CONSUMERS, INC.

/s/  Reba S. Southern
__________________________
Attest Secretary


                                       13
<PAGE>
                                   PURCHASER'S
                                   -----------
                                   CERTIFICATE
                                   -----------



AMERICAN  CONSUMERS,  INC.  (Purchaser"),  pursuant  to Section 8.1 of the Asset
Purchase  Agreement  dated  December  20,  2003 (the "Agreement") by and between
Purchaser  and  Russell's  Food  Stores, Inc., ("Seller"), hereby certifies that
each  of  the  representations  and  warranties  of  Purchaser  contained in the
Agreement  was  true and correct as of the date of the Agreement and is true and
correct  on  the  date  hereof.


                            AMERICAN CONSUMERS, INC.


Date:  December  20,  2003

                            /s/ Michael A. Richardson
                     BY:___________________________________
                        MICHAEL A. RICHARDSON, PRESIDENT


                                       14
<PAGE>
                                     SELLER
                                     ------
                                   CERTIFICATE
                                   -----------


GORDON B. RUSSELL, ("SELLER"), pursant to Section 7.1 of the Asset Purchase
Agreement dated December 20, 2003 (the Agreement) by and between American
Consumers, Inc., and Seller, hereby certifies that each of the representations
and warranties of Seller contained in the Agreement was true and correct as of
the date of the Agreement and is true and correct on the date hereof.


                           RUSSELL'S FOOD STORES, INC.


Date: December 20, 2003

                              /s/ Gordon B. Russell
                     BY:___________________________________
                          GORDON B. RUSSELL, PRESIDENT


                                       15
<PAGE>