[WACHOVIA LOGO]

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


September 30, 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 February 10, 2000. 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 29,
2001 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 9.50%, 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.

                  Principal due on demand.

Collateral:       Certificate of Deposit issued by Wachovia Bank in the amount
                  of $435,000.

                  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.

<PAGE>


                  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 $435,000 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 September
30, 2000 and closed by September 30, 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 30 day of September, 2000.

American Consumers, Inc.

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