[WACHOVIA
NOTE AND SECURITY AGREEMENT
                                                               LOGO]

DALTON, GEORGIA

Date DECEMBER 5, 1997
$800,000.00
FOR VALUE RECEIVED, the undersigned (individually and collectively hereinafter
called the "Borrower") hereby promises to pay to the order of WACHOVIA BANK OF
GEORGIA, N.A. (hereinafter called the "Lender") at its office where borrowed, in
immediately available funds, the sum of EIGHT HUNDRED THOUSAND AND 00/100
dollars together with any unpaid interest hereon from date of advance, in
accordance with the terms contained in this Note and Security Agreement
(hereinafter referred to as the "Note"). The optional provisions applicable to
this Note are checked below.

Repayment:
___  One payment in full of principal and unpaid interest due
___On Demand
   ___________________________________________________.
_________ Payments of $______________ Beginning ____________
   and thereafter
   ___________________________________________________________
   ___________________________________________________________
   ___________ until ___________, ___________.

when the entire principal amount then outstanding and all accrued but unpaid
interest shall be paid in full.
X    On Demand the principal amount set forth above or the unpaid principal
     amount of all advances which the Lender actually makes hereunder to the
     Borrower, whichever amount is less. Each advance and each payment made on
     account of the principal thereof shall be evidenced on an attachment
     hereto; provided, however, any such notation or the failure of the Lender
     or other holder to make any such notation shall not limit or otherwise
     affect the obligation of the Borrower with respect to repayment of all
     advances actually made hereunder. This Note and any attachment hereto shall
     be used to record the outstanding principal balance advanced hereunder
     until it is surrendered to the Borrower by the Lender, and it shall
     continue to be used even though there may be periods prior to such
     surrender when no amount of principal or interest is owing hereunder. If
     advances of the principal amount hereof are to be made by Lender to the
     Borrower after the date of this Note, Lender, at its sole discretion, is
     hereby authorized to make such advances under this Note upon telephonic or
     written communication of a borrowing request from any person representing
     himself or herself to be the Borrower or, in the event the Borrower is a
     partnership or corporation, a duly authorized officer or representative of
     Borrower.

Interest:
Payable:  X  in arrears; ___ in advance.
          X in addition to the payments described above; ___ included in the
payments described above. Payable at the rate per annum of: X Prime Rate plus
0.00%; __ %of Prime Rate; __ % Fixed; ___Those rates which may be offered from
time to time by the
   Lender and agreed to by the Borrower and so noted by the Lender on an
   attachment hereto. In the event of a good faith dispute among the parties to
   this Note as to rate under this rate option, the rate shall be the Prime
   Rate, adjusted for any changes in the Prime Rate as of the day such Prime
   Rate changes;
___The rate(s) set forth in Schedule 1 attached to this Note and incorporated 
   herein by reference;
___Those rates which have been offered by the Lender to the Borrower in the Loan
   Agreement or Commitment Letter checked below, the provisions of which shall
   determine such rates, the procedure for the selection of such rates and the
   time periods for which such rates shall apply.
In no case shall interest exceed the maximum rate permitted by applicable law.
ON THE DATE HEREOF, THE RATE OF INTEREST ON THIS NOTE, EXPRESSED IN SIMPLE
TERMS, IS 8.50% PER ANNUM.

X BORROWER AGREES TO PAY LENDER A NON-REFUNDABLE FEE OF $150.00.

If the interest is based upon the Prime Rate, such interest rate will be
adjusted on:
 X  The day the Prime Rate changes; __ Other
________________________________________.
Due: __ On principal payment dates;  X  Other: MONTHLY
BEGINNING JANUARY 2, 1998.
Interest will be calculated on the basis of:  X  A year of 360
days and paid for the actual number of days elapsed; __ Other
_________________________________________.

After demand or maturity (whether by acceleration or otherwise), as applicable,
interest on any unpaid balance hereof shall be payable on demand at a rate per
annum equal to the greater of 150% of the Prime Rate, or 2% above the rate
applicable prior to demand or maturity, adjusted for any changes in the Prime
Rate as of the day such Prime Rate changes, not to exceed the maximum rate
permitted by applicable law.

To the extent not prohibited by law, a late charge of four percent (4%) or the
applicable statutory maximum, whichever is greater, shall be assessed on any
payment remaining past due for fifteen (15) days or more unless interest on this
Note is payable in advance, in which case such period shall instead be thirty
(30) days or more; provided, however, that if any applicable statute allows a
shorter minimum time period for the imposition of a late charge, such shorter
time period shall prevail.

As used herein, "Prime Rate" refers to that interest rate so denominated and set
by the Lender from time to time as an interest rate basis for borrowings. The
Prime Rate is one of several interest rate bases used by the Lender. The Lender
lends at interest rates above and below the Prime Rate.

All payments on this Note shall be applied, in accordance with the then current
billing statement applicable to this Note, first to accrued interest, then to
fees, then to principal due and then to late charges. Any remaining funds shall
be applied to the further reduction of principal. Notwithstanding the foregoing,
upon the occurrence of a default hereunder, payments shall be applied as
determined by Lender in its sole discretion.

___The terms and conditions in a Loan Agreement dated _________ between the
   parties hereto as the same shall be amended from time to time, shall be
   considered a part hereof to the same extent as if written herein.

  XThe terms and conditions in a Commitment Letter dated DECEMBER 3, 1997 from
   the Lender to the Borrower, as the same may be amended, extended or replaced
   from time to time, shall be considered a part hereof to the same extent as if
   written herein.

In addition to any other collateral specified herein and in other agreements, to
secure the indebtedness evidenced by this Note, together with any extensions,
modifications, or renewals thereof, in whole or in part, as well as all other
indebtedness, obligations and liabilities of the Borrower to the Lender, now
existing or hereafter incurred or arising (hereinafter sometimes referred to as
the "Obligations"), except for other indebtedness, obligations and liabilities
owing to Lender that constitute (a) consumer credit as defined in Federal
Reserve Board Regulation Z or (b) non-consumer credit if under applicable state
law the maximum interest rate for such credit is reduced when secured (herein
collectively

<PAGE>

referred to as "Restricted Debt"), the Borrower does hereby grant to the Lender
a security interest in and security title to, and does hereby assign, pledge,
transfer and convey to Lender the following described property:

  CERTIFICATE OF DEPOSIT ACCOUNT NUMBER 6139566 IN THE AMOUNT OF $384,500.00 IN
WACHOVIA BANK, N.A.


whether now owned or hereafter acquired, together with any and all additions and
accessions thereto or replacements thereof, returned or unearned premiums from
any insurance written in connection with this Note and any products and/or
proceeds of any of the foregoing. In no event, however, shall the Lender have a
security interest in any goods acquired by the Borrower for personal, family or
household purposes more than 10 days after the date of this Note, unless such
goods are added to or attached to the Collateral (as hereinafter defined). In
addition, to the extent not prohibited by law, the Borrower hereby grants to the
Lender a security interest in and security title to, and does hereby assign,
pledge, transfer and convey to Lender, (i) all other property of the Borrower of
every kind or description now or hereafter in the possession or control of the
Lender exclusive of any such property in the possession or control of the Lender
as a fiduciary other than as agent, for any reason including, without
limitation, all cash, stock or other dividends and all proceeds thereof, and all
rights to subscribe for securities incident thereto and any substitutions or
replacements for, or other rights in connection with, any of the Collateral and
(ii) any balance or deposit accounts of the Borrower, whether such accounts be
general or special, or individual or multiple party, and upon all drafts, notes,
or other items deposited for collection or presented for payment by the Borrower
with the Lender, and the Lender may at any time, without demand or notice,
appropriate and apply any of such to the payment of any of the
Obligations(except for Restricted Debt), whether or not due. All property
described in this paragraph, in which the Borrower has granted to the Lender a
security interest or security title hereunder, is herein collectively referred
to as the "Collateral." If, with respect to any Collateral in the form of
investment securities, a stock dividend is declared or any stock split-up made
or right to subscribe issued, all the certificates for the shares representing
such stock dividend or split-up or right to subscribe will be immediately
delivered, duly endorsed, to the Lender as additional Collateral. The Lender
shall be deemed to have possession, control and custody of any Collateral
actually in transit to it or to any of its officers or agents.

If at any time the Collateral pledged as security for any of the Obligations
shall be or become unsatisfactory to the Lender or should the Lender deem itself
insecure, the Borrower will immediately furnish such further property to be held
by the Lender as if originally pledged as Collateral hereunder or make such
payment on account as will be satisfactory to the Lender.

The Lender shall have, but shall not be limited to, the following rights, each
of which may be exercised at any time or from time to time: (i) to transfer this
Note and the Collateral, and any transferee shall have all the rights of the
Lender hereunder and the Lender shall be thereafter relieved from any liability
with respect to any Collateral so transferred; (ii) to transfer the whole or any
part of the Collateral in the name of itself or its nominees; (iii) to vote any
investment securities forming a part of the Collateral; (iv) to notify the
obligors on any Obligation to make payment to the Lender of any amounts due
thereon; (v) to execute at any time in the name of any party hereto and to file
financing statements covering any of the Collateral; (vi) to receive or take
control of any income or other proceeds of any of the Collateral; and (vii) to
request and receive current financial information from any party liable for all
or any part of the Obligations.

Borrower will at Lender's request maintain insurance on the Collateral in
amounts at least equal to the fair market value of the Collateral and against
casualty, public liability and property damage risks and such other risks as
Lender may request; provided, however, if the Collateral described above is a
vehicle(s), Borrower agrees to obtain and maintain liability insurance as
required by law and collision and comprehensive insurance with a deductible not
exceeding $500.00. All insurance shall be with companies with a BEST INSURANCE
REPORT rating a B+ or better, and Borrower will pay all premiums for insurance
when due. Unless and until requested by Lender, Borrower shall not be required
to name Lender as additional insured in such policy or to provide Lender a copy
of the policy for or certificate evidencing such insurance, but when and if
requested by Lender, the Borrower shall immediately (but no later than five (5)
calendar days) (i) cause all policies of such insurance to specify that Lender
is an additional insured as its interest may appear to provide that such
insurance shall not be cancellable by Borrower or the insurer without at least
30 days advance written notice to Lender and that proceeds are payable to Lender
regardless of any act or omission of Borrower which would otherwise result in a
denial of a claim; and (ii) deliver all policies or certificates thereof (with
copies of such policies) to Lender. In the event that any or all of such
insurance is cancelled, any return premium thereon may be collected by Lender
and applied by Lender to any part of the Obligations, either matured or
unmatured. Lender is authorized to receive the proceeds of any insurance loss
and at the option of Lender shall apply such proceeds toward either the repair
or replacement of the Collateral or the payment of the Obligations secured
hereby. The undersigned will also pay all taxes and other impositions on the
Collateral as well as the cost of repairs or maintenance to the Collateral. If
the undersigned fails to maintain such insurance or fails to pay any and all
amounts for taxes, repairs, maintenance and other costs, Lender may, at its
option, but shall not be required to, purchase such insurance or pay any premium
owing with respect to such insurance or pay such amounts for taxes, repairs,
maintenance and other costs, and any such sum paid by Lender shall be payable by
the Borrower on demand by Lender or at its option may be added to the
Obligations and secured hereby. The loss, injury or destruction of the
Collateral, with or without the fault of Borrower, shall not release the
Borrower from any liability hereunder or in any way affect Borrower's liability
hereunder. Upon (i) any failure of any Obligor (which term shall include the
Borrower and each endorser, surety or guarantor of this Note) to pay any of the
Obligations when due or to observe or perform any agreement, covenant or promise
hereunder or in any other agreement, note, instrument or certificate of any
Obligor to the Lender, now existing or hereafter executed in connection with any
of the Obligations, including, but not limited to, a loan agreement, if
applicable, and any agreement guaranteeing payment of any of the Obligations;
(ii) any default of any Obligor in the payment or performance of any other
liabilities, indebtedness or obligations to Lender or any other creditor or to
allow or permit any other liabilities, indebtedness or obligations to Lender or
any other creditor to be accelerated; (iii) any failure of any Obligor to
furnish Lender current financial information upon request; (iv) any failure of
any Obligor or any pledgor of any security interest in the Collateral (the
"Pledgor") to observe or perform any agreement, covenant or promise contained in
any agreement, instrument or certificate executed in connection with the
granting of a security interest in property to secure the Obligations or any
guaranty securing the Obligations; (v) any warranty, representation or statement
made or furnished to the Lender by or on behalf of any Obligor or Pledgor in
connection with the extension of credit evidenced by this Note proving to have
been false in any material respect when made or furnished; (vi) any loss, theft,
substantial damage, destruction, sale, foreclosure of or encumbrance to any of
the Collateral, or the making of any levy, seizure or attachment thereof or
thereon or the rendering of any judgment or lien or garnishment or attachment
against any Obligor or his property, whether actual or threatened; (vii) the
dissolution, change in control, termination of existence, insolvency, business
failure, or appointment of a receiver of any part of the property of, assignment
for the benefit of creditors by, or the commencement of any proceeding under any
bankruptcy or insolvency laws, state or federal, by or against, the Borrower or
any other Obligor; (viii) any discontinuance or termination of any guaranty of
any of the Obligations by a guarantor; or (ix) the Lender deeming itself
insecure; thereupon, or at any time thereafter, to the extent permitted by law,
the Lender at its option may terminate any obligation to extend any additional
credit or make any other financial accommodation to the Borrower and/or may
declare all of the Obligations to be immediately due and payable, all without
notice or demand, and shall have in addition to and independent of the right to
declare the Obligations to be due and payable and any other rights of the Lender
under this Note or any other agreement with any Obligor or any Pledgor, the
remedies of a secured party under the Uniform Commercial Code of State of
Georgia, as amended from time to time (the "Code"), including, without
limitation thereto, the right to take possession of the Collateral, or the
proceeds thereof and to sell or otherwise dispose thereof, and for this purpose,
to sign in the name of any Obligor of Pledgor, any transfer, conveyance or
instrument necessary or appropriate in order for the Lender to sell or dispose
of any of the Collateral, and the Lender may, so far as the Borrower can give
authority therefor, enter upon the premises on which the Collateral or any part
thereof may be situated and remove the same therefrom, without being liable in
any way to any Obligor on account of entering any premises. The Lender may
require the Borrower to assemble the Collateral and make the Collateral
available to the Lender at a place to be designated by the Lender which is
reasonably convenient to both parties. Unless the Collateral is perishable or
threatens to decline speedily in value or is of a type customarily sold on a
recognized market, the Lender shall give the Borrower written notice of the time
and place of any public sale thereof or of the time after which any private sale
or other intended disposition thereof is to be made. The requirement of sending
reasonable notice shall be met if such notice is mailed, postage prepaid, or
otherwise given, to the Borrower or Pledgor at the last address shown on the
Lender's records at least five days before such disposition. If any Obligation
(including but not limited to the Note) is a demand instrument, the statement of
a maturity date, the requirement for the payment of

<PAGE>

periodic interest or the recitation of defaults and the right of Lender to
declare any Obligation due and payable shall not constitute an election by
Lender to waive its right to demand payment under a demand at any time and in
any event as Lender in its sole discretion may deem appropriate.

The rights of the Lender specified herein shall be in addition to, and not in
limitation of the Lender's rights under the Code, or any other statute or rules
of law conferring rights similar to those conferred by the Code, and under the
provisions of any other instrument or agreement executed by the Borrower, any
other Obligor or any Pledgor to the Lender. All prior agreements to the extent
inconsistent with the terms of this Note shall be construed in accordance with
the provisions hereof. Any rights or remedies of the Lender may be exercised or
taken in any order or sequence whatsoever, at the sole option of the Lender.

The security agreement set forth herein and the security interest in the
Collateral created hereby shall terminate only when all of the Obligations have
been indefeasibly paid in full and such payments are no longer subject to
rescission, recovery or repayment upon the bankruptcy, insolvency,
reorganization, moratorium, receivership or similar proceeding affecting the
Borrower or any other person. No waiver by the Lender of any default shall be
effective unless in writing nor operate as a waiver of any other default or of
the same default on a future occasion. All rights of the Lender hereunder shall
inure to the benefit of its successors and assigns, and all obligations of the
Borrower shall bind the heirs, legal representatives, successors and assigns of
the Borrower. The Borrower and each endorser, surety or guarantor of this Note,
whether bound by this or by separate instrument or agreement, shall be jointly
and severally liable for the indebtedness evidenced by this Note and hereby
severally (1) waive presentment for payment, demand, protest, notice of
nonpayment or dishonor and of protest and any and all other notices and demands
whatsoever; (2) consent that at any time, or from time to time, payment of any
sum payable under this Note may be extended without notice whether for a
definite or indefinite time; and (3) agree to remain liable until all of the
Obligations are paid in full notwithstanding any impairment, substitution,
release or transfer of Collateral or any one or more Borrower or Obligor by the
Lender, with or without consideration, or of any extension, modification or
renewal. No conduct of the holder shall be deemed a waiver or release of such
liability, unless the holder expressly releases such party in writing. The
Borrower shall pay to the holder on demand all expenses, including attorney's
fees and expenses of legal counsel, incurred by the holder in any way arising
from or relating to the enforcement or attempted enforcement of the Note and any
related guaranty, collateral document or other document and the collection or
attempted collection, whether by litigation or otherwise, of the Note. Time is
of the essence.

Borrower acknowledges that Lender may reproduce (by electronic means or
otherwise) any of the documents evidencing and/or securing the Obligations and
thereafter may destroy the original documents. Borrower does hereby agree that
any document so reproduced shall be and remain the binding obligation of
Borrower, enforceable and admissible in evidence against it to the same extent
as if the original documents had not been destroyed.

This Note, and the rights and obligations of the parties hereunder, shall be
governed and construed in accordance with the laws of the State of Georgia.

IN WITNESS WHEREOF, the Borrower has executed this Note under seal the day and
year set forth above.


_________________________________ (Seal)
(Individual Borrower)


_________________________________ (Seal)
(Individual Borrower)

                                 Borrower:

Attest:                          AMERICAN CONSUMERS, INC.
                                 (Name of Corporation or Partnership)

/s/ REBA SOUTHERN                /s/ MICHAEL A. RICHARDSON
                                    By: Michael A. Richardson
(Seal)
Title: SECRETARY                    Title: PRESIDENT

(Corporate Seal)