ASSIGNMENT
OF DEPOSIT ACCOUNT




Principal
                              $60,470.00
                            Loan
      Date
                              03-05-2009
                            Maturity
                              03-10-2014
                            Loan
      No.
                            Call/Coll
                              452
                            Account
                            Officer
                              086
                            InitialsReferences
      in the boxes above are for Lender's use only and do not limit the
      applicability of this document to any particular loan or
item.
                              Any
      item above containing "* * *" has been omitted due to text length
      limitations.


Grantor:
                AMERICAN
      CONSUMERS INC DBA SHOP RITE
                  55
      HANNAH WAY
                  ROSSVILLE,
      GA  30741
                Lender:
                GATEWAY
      BANK & TRUST
                  Main
                  5102
      Alabama Hwy
                  Ringgold,
      GA  30736
                  (706)
      965-5500








THIS
ASSIGNMENT OF DEPOSIT ACCOUNT dated March 5, 2009, is made and executed between
AMERICAN CONSUMERS, INC. DBA SHOP RITE ("Grantor") and GATEWAY BANK & TRUST
("Lender").





ASSIGNMENT.





COLLATERAL
DESCRIPTION. The word "Collateral" means the
following described deposit account ("Account"):





CD Account Number XXXXXXXX with Lender
with an approximate balance of $304,923.44





together with (A)
all interest, whether now accrued or hereafter accruing;
(B) all additional deposits hereafter made to the Account; (C) any and
all proceeds from the Account; and (D) all renewals, replacements
and substitutions for any of the foregoing.





CROSS-COLLATERALIZATION. In
addition to the Note, this Agreement secures all obligations, debts and
liabilities, plus interest thereon, of Grantor to Lender, or any one or more of
them, as well as all claims by Lender against Grantor or any one or more of
them, whether now existing or hereafter arising, whether related or unrelated to
the purpose of the Note, whether voluntary or otherwise, whether due or not due,
direct or indirect, determined or undetermined, absolute or contingent,
liquidated or unliquidated, whether Grantor may be liable individually or
jointly with others, whether obligated as guarantor, surety, accommodation party
or otherwise, and whether recovery upon such amounts may be or hereafter may
become barred by any statute of limitations, and whether the obligation to repay
such amounts may be or hereafter may become otherwise
unenforceable.





RIGHT OF SETOFF. To the extent
permitted by applicable law, Lender reserves a right of setoff in all Grantor's
accounts with Lender (whether checking, savings, or some other account). This
includes all accounts Grantor holds jointly with someone else and all accounts
Grantor may open in the future. However, this does not include any IRA or Keogh
accounts, or any trust accounts for which setoff would be prohibited by law.
Grantor authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on the Indebtedness against any and all such accounts,
and, at Lender's option, to administratively freeze all such accounts to allow
Lender to protect Lender's charge and setoff rights provided in this
paragraph.





GRANTOR'S REPRESENTATIONS AND
WARRANTIES WITH RESPECT TO THE
COLLATERAL. With respect to the Collateral, Grantor represents and
promises to Lender that:





Ownership.  Grantor
is the lawful owner of the Collateral free and clear of all loans, liens,
encumbrances, and claims except as disclosed to and accepted by Lender in
writing.





Right to Grant Security
Interest.  Grantor has the full right, power, and
authority to enter into this Agreement and to assign the Collateral
to Lender.





No Prior
Assignment.  Grantor has not previously granted a
security interest in the Collateral to any other creditor.





No Further
Transfer.  Grantor shall not sell, assign, encumber,
or otherwise dispose of any of Grantor's rights in the Collateral except
as provided in this Agreement.





No Defaults.  There
are no defaults relating to the Collateral, and there are no offsets or
counterclaims to the same.  Grantor will strictly and promptly do
everything required of Grantor under the terms, conditions, promises, and
agreements contained in or relating to the Collateral.





Proceeds.  Any and
all replacement or renewal certificates, instruments, or other benefits or
proceeds related to the Collateral that are received by Grantor shall be
held by Grantor in trust for Lender and immediately shall be delivered by
Grantor to Lender to be held as part of the Collateral.





Validity; Binding
Effect.  This Agreement is binding upon Grantor
and Grantor's successors and assigns and is legally enforceable in
accordance with its terms.





Financing
Statements.  Grantor authorizes Lender to file a
UCC financing statement, or alternatively, a copy of this Agreement to
perfect Lender's security interest.  At Lender's request, Grantor
additionally agrees to sign all other documents that are necessary to
perfect, protect, and continue Lender's security interest in the
Property.  Grantor will pay all filing fees, title transfer fees,
and other fees and costs involved unless prohibited by law or unless Lender
is required by law to pay such fees and costs.  Grantor
irrevocably appoints Lender to execute documents necessary to transfer
title if there is a default.  Lender may file a copy of this
Agreement as a financing statement.  If Grantor changes
Grantor's name or address, or the name or address of any person granting a
security interest under this Agreement changes, Grantor will promptly
notify the Lender of such change.





LENDER'S RIGHTS AND OBLIGATIONS WITH
RESPECT TO THE COLLATERAL. While this Agreement is in effect, Lender may
retain the rights to possession of the Collateral, together with any and all
evidence of the Collateral, such as certificates or passbooks. This Agreement
will remain in effect until (a) there no longer is any Indebtedness owing to
Lender; (b) all other obligations secured by this Agreement have been fulfilled;
and (c) Grantor, in writing, has requested from Lender a release of this
Agreement.





LENDER'S EXPENDITURES. If any
action or proceeding is commenced that would materially affect Lender's interest
in the Collateral or if Grantor fails to comply with any provision of this
Agreement or any Related Documents, including but not limited to Grantor's
failure to discharge or pay when due any amounts Grantor is required to
discharge or pay under this Agreement or any Related Documents, Lender on
Grantor's behalf may (but shall not be obligated to) take any action that Lender
deems appropriate, including but not limited to discharging or paying all taxes,
liens, security interests, encumbrances and other claims, at any time levied or
placed on the Collateral and paying all costs for insuring, maintaining and
preserving the Collateral. All such expenditures incurred or paid by Lender for
such purposes will then bear interest at the rate charged under the Note from
the date incurred or paid by Lender to the date of repayment by Grantor. All
such expenses will become a part of the Indebtedness and, at Lender's option,
will (A) be payable on demand; (B) be added to the balance of the Note and be
apportioned among and be payable with any installment payments to become due
during either (1) the term of any applicable insurance policy; or (2) the
remaining term of the Note; or (C) be treated as a balloon payment which will be
due and payable at the Note's maturity. The Agreement also will secure payment
of these amounts. Such right shall be in addition to all other rights and
remedies to which Lender may be entitled upon Default.





LIMITATIONS ON OBLIGATIONS OF
LENDER. Lender shall use ordinary reasonable care in the physical
preservation and custody of any certificate or passbook for the Collateral but
shall have no other obligation to protect the Collateral or its value. In
particular, but without limitation, Lender shall have no responsibility (A) for
the collection or protection of any income on the Collateral; (B) for the
preservation of rights against issuers of the Collateral or against third
persons; (C) for ascertaining any maturities, conversions, exchanges, offers,
tenders, or similar matters relating to the Collateral; nor (D) for informing
the Grantor about any of the above, whether or not Lender has or is deemed to
have knowledge of such matters.





DEFAULT. Each of the
following shall constitute an Event of Default under
this Agreement:





Payment
Default. Grantor fails to make any payment when
due under the Indebtedness.





Other Defaults. Grantor fails
to comply with or to perform any other term, obligation, covenant or condition
contained in this Agreement or in any of the Related Documents or to comply with
or to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Grantor.




Default in Favor of Third
Parties. Any guarantor or Grantor defaults under any loan, extension of
credit, security agreement, purchase or sales agreement, or any other agreement,
in favor of any other creditor or person that may materially affect any of
guarantor’s or Grantor's property or ability to perform their respective
obligations under this Agreement or any of the Related Documents.





False
Statements. Any warranty, representation or statement made or furnished to
Lender by Grantor or on Grantor's behalf under this
Agreement or the Related Documents is false or misleading in
any material respect, either now or at the time made or furnished or
becomes










ASSIGNMENT
      OF DEPOSIT ACCOUNT
                (Continued)Page
      2








false or
misleading at any time thereafter.





Defective
Collateralization. This Agreement or any of the Related Documents ceases to
be in full force and effect (including failure of
any collateral document to create a valid and perfected
security interest
or lien) at any time and for any reason.





Insolvency. The dissolution or
termination of Grantor's existence as a going business, the insolvency of
Grantor, the appointment of a receiver for any part of Grantor's property, any
assignment for the benefit of creditors, any type of creditor workout, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or
against Grantor.




Creditor or Forfeiture
Proceedings. Commencement of foreclosure or forfeiture proceedings,
whether by judicial proceeding, self-help, repossession or any other method, by
any creditor of Grantor or by any governmental agency against any collateral
securing the Indebtedness. This includes a garnishment of any of Grantor's
accounts, including deposit accounts, with Lender. However, this Event of
Default shall not apply if there is a good faith dispute by Grantor as to the
validity or reasonableness of the claim which is the basis of the creditor or
forfeiture proceeding and if Grantor gives Lender written notice of the creditor
or forfeiture proceeding and deposits with Lender monies or a surety bond for
the creditor or forfeiture proceeding, in an amount determined by Lender, in its
sole discretion, as being an adequate reserve or bond for the
dispute.





Events Affecting
Guarantor. Any of the preceding events occurs
with respect to any Guarantor of any of the Indebtedness or
Guarantor dies or becomes incompetent or revokes or disputes
the validity of, or
liability under, any Guaranty of the Indebtedness.





Adverse
Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired.





Insecurity. Lender in good faith believes itself insecure.





RIGHTS AND REMEDIES ON
DEFAULT.  Upon the occurrence of an Event of Default,
or at any time thereafter, Lender may exercise any one
or more of the following rights and remedies, in addition to any rights or
remedies that may be
available at law, in equity, or otherwise:





Accelerate
Indebtedness. Lender may declare all Indebtedness of Grantor to Lender
immediately due and payable, without notice of any
kind to Grantor.





Application of Account
Proceeds. Lender may take directly all funds in the Account and apply
them to the Indebtedness. If the Account is subject to an early withdrawal
penalty, that penalty shall be deducted from the Account before its application
to the Indebtedness, whether the Account is with Lender or some other
institution. Any excess funds remaining after application of the Account
proceeds to the Indebtedness will be paid to Grantor as the interests of Grantor
may appear. Grantor agrees, to the extent permitted by law, to pay any
deficiency after application of the proceeds of the Account to the Indebtedness.
Lender also shall have all the rights of a secured party under the Georgia
Uniform Commercial Code, even if the Account is not otherwise subject to such
Code concerning security interests, and the parties to this Agreement agree that
the provisions of the Code giving rights to a secured party shall nonetheless be
a part of this Agreement.





Transfer
Title. Lender may effect transfer of title
upon sale of all or part of the Collateral.  For this
purpose, Grantor irrevocably appoints Lender as Grantor's
attorney-in-fact to execute endorsements, assignments and instruments
in the name of Grantor and each of them (if more than
one) as shall be necessary or reasonable.





Other Rights and
Remedies. Lender shall have and may exercise any
or all of the rights and remedies of a secured creditor under the
provisions of the Georgia Uniform Commercial Code, at law,
in equity, or otherwise.





Deficiency
Judgment. If permitted by applicable law, Lender may
obtain a judgment for any deficiency remaining in the
Indebtedness due to Lender after application of all amounts
received from the exercise of the
rights provided in this section.





Election of
Remedies. Except as may be prohibited by
applicable law, all of Lender's rights and remedies, whether evidenced by
this Agreement or by any other writing, shall be cumulative and
may be exercised singularly or concurrently.  Election by
Lender to pursue any remedy shall not
exclude pursuit of any other remedy, and an election to
make expenditures or to take action to perform an obligation of Grantor
under this Agreement, after Grantor's failure to perform, shall not
affect Lender's right to declare
a default and exercise its remedies.





Cumulative
Remedies. All of Lender's rights and remedies, whether evidenced by this Agreement
or by any other writing, shall be
cumulative and may be exercised singularly or
concurrently.  Election by Lender
to pursue any remedy shall not exclude pursuit of any
other remedy, and an election to make expenditures or to take action to
perform an obligation of





Grantor
under this Agreement, after Grantor's failure to perform, shall
not affect Lender's right to declare a default and to
exercise its remedies.





MISCELLANEOUS  PROVISIONS.  The
following miscellaneous provisions are a part of this
Agreement:





Amendments. This Agreement, together with any Related Documents, constitutes
the entire understanding and agreement of the parties as to
the matters set forth in this Agreement.  No alteration of
or amendment to
this Agreement shall be effective unless given in
writing and signed by
the party or parties sought to be charged or bound
by the alteration or amendment.





Attorneys' Fees; Expenses.
Grantor agrees to pay upon demand all of Lender's costs and expenses, including
Lender's attorneys' fees and Lender's legal expenses, incurred in connection
with the enforcement of this Agreement. Lender may hire or pay someone else to
help enforce this Agreement, and Grantor shall pay the costs and expenses of
such enforcement. Costs and expenses include Lender's attorneys' fees and legal
expenses whether or not there is a lawsuit, including attorneys' fees and legal
expenses for bankruptcy proceedings (including efforts to modify or vacate any
automatic stay or injunction), appeals, and any anticipated post-judgment
collection services. Grantor also shall pay all court costs and such additional
fees as may be directed by the court.





Caption
Headings. Caption headings in this Agreement are for convenience
purposes only and are not to be used to interpret or define
the provisions of this Agreement.





Governing Law. This Agreement will be governed by
federal law applicable to Lender and, to the extent not preempted by federal
law, the laws of the State ofGeorgiawithout regard to its conflicts of
law provisions.  This Agreement has been accepted by Lender in the
State ofGeorgia.





No Waiver by Lender. Lender
shall not be deemed to have waived any rights under this Agreement unless such
waiver is given in writing and signed by Lender. No delay or omission on the
part of Lender in exercising any right shall operate as a waiver of such right
or any other right. A waiver by Lender of a provision of this Agreement shall
not prejudice or constitute a waiver of Lender's right otherwise to demand
strict compliance with that provision or any other provision of this Agreement.
No prior waiver by Lender, nor any course of dealing between Lender and Grantor,
shall constitute a waiver of any of Lender's rights or of any of Grantor's
obligations as to any future transactions. Whenever the consent of Lender is
required under this Agreement, the granting of such consent by Lender in any
instance shall not constitute continuing consent to subsequent instances where
such consent is required and in all cases such consent may be granted or
withheld in the sole discretion of Lender.





Notices. Any notice required to be
given under this Agreement shall
be given in writing, and shall be effective when
actually delivered, when actually received by telefacsimile (unless
otherwise required by law), when deposited with a nationally
recognized overnight courier, or, if
mailed, when deposited in the United States mail,
as first class, certified or registered mail postage prepaid,
directed to the addresses shown near the beginning of this
Agreement.  Any party may change its address for
notices under this Agreement by giving formal written notice to the
other parties, specifying that the purpose of the notice is to change the
party's address. For notice purposes, Grantor agrees to keep Lender
informed at all times of Grantor's current address.  Unless
otherwise provided or required by law, if there is more than one
Grantor, any notice given by Lender to any
Grantor is deemed to be notice given to all Grantors.





Power of Attorney. Grantor
hereby appoints Lender as its true and lawful attorney-in-fact, irrevocably,
with full power of substitution to do the following: (1) to demand, collect,
receive, receipt for, sue and recover all sums of money or other property which
may now or hereafter become due, owing or payable from the Collateral; (2) to
execute, sign and endorse any and all claims, instruments, receipts, checks,
drafts or warrants issued in payment for the Collateral; (3) to settle or
compromise any and all claims arising under the Collateral, and in the place and
stead of Grantor, to execute and deliver its release and settlement for the
claim; and (4) to file any claim or claims or to take any action or institute or
take part in any proceedings, either in its own name or in the name of Grantor,
or otherwise, which in the discretion of Lender may seem to be necessary or
advisable. This power is given as security for the Indebtedness, and the
authority hereby conferred is and shall be irrevocable and shall remain in full
force and effect until renounced by Lender.





Severability. If a
court of competent jurisdiction finds any provision
of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that
finding shall not make the offending provision
illegal, invalid, or unenforceable as to any other
circumstance.  If feasible, the offending provision shall be
considered modified so that it becomes legal, valid and
enforceable.  If the offending provision cannot be so modified,
it shall be considered deleted from this Agreement.  Unless
otherwise required by law, the illegality, invalidity, or unenforceability
of any provision of this Agreement shall not affect the legality, validity
or enforceability
of any other provision of this Agreement.





Successors and
Assigns. Subject to any limitations stated in this Agreement on
transfer of Grantor's interest, this Agreement shall be








ASSIGNMENT
      OF DEPOSIT ACCOUNT
                (Continued)Page
      3








binding upon and inure 
to  the  benefit  of  the  parties, their
 successors and assigns.  If ownership of the Collateral
becomes vested in a person other than Grantor, Lender, without
notice to Grantor, may deal
with Grantor's successors with reference to this Agreement
and the Indebtedness by way of forbearance or extension without
releasing Grantor from the obligations of this Agreement or liability under
the Indebtedness.





Survival of Representations and
Warranties. All representations, warranties, and agreements made by
Grantor in this Agreement shall survive the execution and delivery of this
Agreement, shall be continuing in nature, and shall remain in full force and
effect until such time as Grantor's Indebtedness shall be paid in
full.





Time is of the
Essence. Time is of the essence in the performance of
this Agreement.





DEFINITIONS. The
following capitalized words and terms shall have the
following meanings when used in this Agreement.  Unless specifically stated to
the contrary, all references to dollar amounts shall mean amounts in lawful
money of the United States of America.  Words and terms used in
the singular shall
include the plural, and the plural shall include the
singular, as the context may require.  Words and terms not
otherwise defined in this Agreement shall have
the meanings attributed to such terms in the Uniform Commercial Code:





Account. The word "Account" means
the deposit accounts described in
the "Collateral Description" section.





Agreement. The word
"Agreement" means this Assignment of Deposit Account, as this Assignment of
Deposit Account may be amended or modified from time to time, together with all
exhibits and schedules attached to this Assignment of Deposit Account from time
to time.





Borrower. The word "Borrower"
means AMERICAN CONSUMERS, INC. DBA SHOP RITE and includes all co-signers and
co-makers signing the Note and all their successors and assigns.





Collateral. The word
"Collateral" means all of Grantor's right, title
and interest in and to all the Collateral as
described in the
Collateral Description section of this Agreement.





Default. The word
"Default" means the Default set forth in this
Agreement in the section titled "Default".





Event of Default. The
words "Event of Default" mean any of the events
of default set forth in this Agreement in the default section
of this Agreement.





Grantor. The word
"Grantor" means AMERICAN CONSUMERS, INC.  DBA SHOP RITE.





Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Indebtedness.





Guaranty. The word
"Guaranty" means the guaranty from Guarantor to
Lender, including without limitation a guaranty of all or part
of the Note.





Indebtedness. The word
"Indebtedness" means the indebtedness evidenced by the Note or Related
Documents, including all principal and interest together with all other
indebtedness and costs and expenses for which Grantor is responsible under this
Agreement or under any of the Related Documents. Specifically, without
limitation, Indebtedness includes all amounts that may be indirectly secured by
the Cross-Collateralization provision of this Agreement.




Lender. The word "Lender"
means GATEWAY BANK & TRUST, its successors and assigns.




Note. The word "Note" means
the Note executed by AMERICAN CONSUMERS, INC. DBA SHOP RITE in the principal
amount of $60,470.00 dated March 5, 2009, together with all renewals of,
extensions of, modifications of, refinancings of, consolidations of, and
substitutions for the note or credit agreement.




Property. The word "Property"
means all of Grantor's right, title and interest in and to all the Property as
described in the "Collateral Description" section of this
Agreement.




Related Documents. The words
"Related Documents" mean all promissory notes, credit agreements, loan
agreements, environmental agreements, guaranties, security agreements,
mortgages, deeds of trust, security deeds, collateral mortgages, and all other
instruments, agreements and documents, whether now or hereafter existing,
executed in connection with the Indebtedness.








GRANTOR
HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS ASSIGNMENT OF DEPOSIT ACCOUNT
AND AGREES TO ITS TERMS.  THIS AGREEMENT IS DATED MARCH 5,
2009.





THIS
AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND
SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO
LAW.











GRANTOR:




AMERICAN
      CONSUMERS INC DBA SHOP RITEBy:
                        /s/
      Michael A. Richardson
                        (Seal)
                        By:
                        /s/
      Paul R. Cook
                        (Seal)MICHAEL A.
      RICHARDSON,  President of
                        
                        
                        PAUL R.
      COOK,  Chief  Financial  Officer  ofAMERICAN
      CONSUMERS INC DBA SHOP RITE
                        
                        
                        AMERICAN
      CONSUMERS INC DBA SHOP RITE