Commercial Lease


     This lease is made between David R. Kelley, herein called Lessor, and
American Consumers, INC. d/b/a/ Shop Rite, herein called Lessee.

     Lessee hereby offers to lease from lessor the premises situated in the City
of Form Oglethorpe, County of Catoosa, State of Georgia, described as 418 A
Battlefield Parkway, Fort Oglethorpe, GA 30742, upon the following TERMS and
CONDITIONS:

1.   Term and Rent. Lessor demises the above premises for a term of three (3)
     years, commencing December 1, 1999 and terminating on November 30, 2002 or
     sooner as provided herein at the annual rental of Ten Thousand One Hundred
     Seventy Six Dollars ($ 10,176.00), payable in equal installments in advance
     on the first day of each month for that month's rental, during the term of
     this lease. All rental payments shall be made to Lessor, at P O Box 71545
     Chattanooga, Tennessee 37407 (Unless notified in writing of an address
     change).

2.   Use. Lessee shall use and occupy the premises for corporate offices. The
     premises shall be used for no other purpose. Lessor represents that the
     premises may lawfully be used for such purpose.

3.   Care and Maintenance of Premises. Lessee acknowledges that the premises are
     in good order and repair, unless otherwise indicated herein. Lessee shall
     at his own expense and at all times, maintain the premises in good and safe
     condition, including plate glass, electrical wiring, plumbing, heating
     installations, and any other system or equipment on the premises and shall
     surrender the same, at termination hereof, in as good condition as
     received, normal ware and tear excepted. Lessee shall be responsible for
     all repairs required, excepting the roof, exterior walls, and structural
     foundations, which shall be maintained by Lessor.

4.   Alterations. Lessee shall not, without first obtaining the written consent
     of Lessor, make any alterations, additions, or improvements, in, to or
     about the premises.

5.   Ordinances and Statutes. Lessee shall comply at all statutes, ordinances
     and requirements of all municipal, state and federal authorities now in
     force, or which may hereafter be in force, pertaining to the premises,
     occasioned by or affecting the use thereof by Lessee.

6.   Assignment and Subletting. Lessee shall not assign this lease or sublet any
     portion of the premises without prior written consent of the Lessor, which
     shall not be unreasonably withheld. Any such assignment or subletting
     without consent shall be void and, at the option of the Lessor, may
     terminate this lease.

7.   Utilities. All applications and connections for necessary utility services
     on the demised premises shall be made in the name of Lessee only, and
     Lessee shall be solely liable for utility charges as they become due,
     including those for gas, electricity, and telephone service.

8.   Entry and Inspection. Lessee shall permit Lessor or Lessor's agent to enter
     upon the premises at reasonable times upon reasonable notice, for the
     purpose of inspecting the same, and will permit Lessor at any time within
     sixty (60) days prior to expiration of this lease, to place upon the
     premises any usual "To Let" or "For Lease" signs, and permit persons
     desiring to lease the same to inspect the premises thereafter.

9.   Indemnification of Lessor. Lessor shall not be for any damage or injury to
     Lessee, or any other person, or to any property, occurring on the demised
     premises or any part thereof, and Lessee agrees to hold Lessor harmless
     from any claim for damages, no matter how caused.

10.  Insurance. Lessee, at his expense, shall maintain public liability
     insurance including bodily injury and property damage insuring Lessee for a
     minimum of One Million Dollars ($1,000,000.00 U.S. Currency). Proof of such
     insurance shall be furnished to the Lessor at the time this lease is
     executed.

11.  Eminent Domain. If the premises or any part thereof or any estate therein,
     or any other part of the building materially affecting the Lessee's use of
     the premises, shall be taken by eminent domain, this lease shall terminate
     on the date when title vests pursuant to such taking. The rent, and any
     additional rent, shall be apportioned as of the termination date, and any
     rent paid for any period beyond that date shall be repaid to Lessee. Lessee
     shall not be entitled to any part of the award for such taking or any
     payment in lieu thereof, but Lessee may file a claim for any taking of
     fixtures and improvements owned by Lessee, and for moving expenses.

12.  Destruction of Premises. In the event of a partial destruction of the
     premises during the term hereof, from any cause, Lessor shall forthwith
     repair same, provided that such repairs can be made within sixty (60) days
     under existing governmental laws and regulations, but such partial
     destruction shall not terminate this lease, except that Lessee shall be
     entitled to a proportionate reduction of rent while such repairs are being
     made, based upon the extent to which the making of such repairs shall
     interfere with the business of Lessee on the premises. If such repairs
     cannot be made within said sixty (60) days, Lessor, at his option, may make
     the same within a reasonable time, this lease continuing in effect with the
     rent proportionately abated as aforesaid, and in the event Lessor shall not
     elect to make such repairs which cannot be made within sixty


<PAGE>

     (60) days, this lease may be terminated at the option of either party. In
     the event that the building in which the demised premises may be situated
     is destroyed to an extent of not less than one-third of the replacement
     costs thereof, Lessor may elect to terminate this lease whether the demised
     premises injured or not. A total destruction of the building in which the
     premises may be situated shall terminate this lease.

13.  Lessor's Remedies on Default. If Lessee defaults in the payment of rent, or
     any additional rent, or defaults in the performance of any of the other
     covenants or conditions hereof, Lessor may give Lessee notice of such
     default and if Lessee does not cure any such default within ten (10) days
     after giving such notice (or if such other default is of such a nature that
     it cannot be completely cured within such period, if Lessee does not
     commence such curing within such ten (10) days and thereafter proceed with
     reasonable diligence and in good faith to cure such default), then Lessor
     may terminate this lease on not less than ten (10) days notice to Lessee.
     On the date specified in such notice the term of this lease shall
     terminate, and Lessee shall then quit and surrender the premises to Lessor,
     but Lessee shall remain liable as hereinafter provided. If this lease shall
     have been terminated by Lessor, Lessor may at any time thereafter resume
     possession of the premises by any lawful means and remove Lessee or other
     occupants and their effect. No failure to enforce any term shall be deemed
     a waiver.

14.  Attorney's Fees. In case suit should be brought for recovery of the
     premises, or for any sum due hereunder, or because of any act which may
     arise out of the possession of the premises by either party, the prevailing
     party shall be entitled to all costs incurred in connection with such
     action, including a reasonable attorney's fee.

15.  Notices. Any notice which either party may or is required to give, shall be
     given by mailing the same, postage prepaid, to Lessee at the premises, or
     Lessor at the address shown below, or at such other place as my be
     designated by the parties from time to time.

16.  Heirs, Assigns, Successors. This lease is binding upon and inures to the
     benefit of the heirs, assigns, and successors in interest to the parties.

17.  Option to Renew. Provided that Lessee is not in default in the performance
     of this lease, Lessee shall have the option to renew the lease for an
     addition term of twelve (12) months commencing at the expiration of the
     initial lease term. All of the terms and conditions of the lease shall
     apply during the renewal term except that the monthly rent shall be the sum
     of Eight Hundred Eighty Dollars ($880.00). The option shall be exercised by
     written notice given to Lessor not less than thirty (30) days prior to the
     expiration of the initial lease term. If notice is not given in the manner
     provided herein within the time specified, this option shall expire.

18.  Subordination. This lease is and shall be subordinated to all existing and
     future liens and encumbrances against the property.

19.  Entire Agreement. The foregoing construes the entire agreement between the
     parties and may be modified only by writing signed by both parties.

Signed this 30 day of Sept , 1999.


     American Consumers, Inc.                         David R. Kelley
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 By Lessee:                                  By Lessor:

 /s/  Michael A. Richardson                           /s/  David R. Kelley
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