ASSIGNMENT
OF DEPOSIT ACCOUNT






Principal
              $60,470.00
            Loan
      Date
              02-24-2009
            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 February 24, 2009, is made and executed
between AMERICAN CONSUMERS, INC. DBA SHOP RITE ("Grantor") and GATEWAY BANK
& TRUST ("Lender").





ASSIGNMENT. For valuable
consideration, Grantor assigns and grants to Lender a security interest in the
Collateral, including without limitation the deposit accounts described below,
to secure the Indebtedness and agrees that Lender shall have the rights stated
in this Agreement with respect to the Collateral, in addition to all other
rights which Lender may have by law.





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





<PAGE>








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 of Georgia
without regard to its conflicts of law provisions. This Agreement has been
accepted by Lender in the State of Georgia.





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





<PAGE>








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 February 24, 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 FEBRUARY 24, 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