Wachovia Bank, N.A.                               [WACHOVIA LOGO]
Northwest Georgia Division
Post Office Box 1088
Dalton, Georgia  30722-1088




                        December 3, 1997



Mr. Michael A. Richardson, President
American Consumers, Inc.
P.O. Box 2328
Ft. Oglethorpe, Ga.  30742


Dear Mike,

Wachovia Bank, N.A. ("Bank"), is pleased to make available to American
Consumers, Inc. (the "Borrower") an Eight Hundred Thousand Dollar ($800,000)
line of credit. This revolving line of credit will become effective upon your
acceptance of this commitment letter, your return of the executed copy of same
to the Bank along with any required deposit or fees, and, subject to the
conditions set forth herein and the satisfaction and compliance with all terms
and conditions herein and in any other instrument, agreement or document and a
closing of the transaction in a manner satisfactory to the Bank. "Closing",
"close", or "Closed", as used herein, shall mean the execution, recordation
where necessary, and delivery to the Bank of all documentation required by this
commitment letter. After closing, this line of credit will expire on December 1,
1998 (or on demand, whichever is earlier). This line of credit commitment is
subject to the maintenance by Borrower of a condition satisfactory to the Bank
and the following terms and conditions. As used herein, the term "loan" shall
include loan, line of credit, advance, drawing, debit, liability, and any other
obligation of Borrower to the Bank arising out of this commitment.

1. INTEREST RATE. The rate of interest is the Bank's Prime Rate, presently
8.50%, subject to change by the Bank from time to time. The rate of interest
shall be calculated on the basis of a 360 day year for the actual number of days
in each interest period. Interest shall be due and payable monthly in arrears
commencing on January 2, 1998. As used herein, the "Prime Rate" refers to that
interest rate so denominated and set by the Bank from time to time as an
interest rate basis for borrowings. The Prime Rate is one of several interest
rate bases used by the Bank. The Bank lends at interest rates above and below
the Prime Rate.

3. USE OF PROCEEDS. The line of credit will be used by Borrower for general
short term working capital purposes.

4. PRINCIPAL REPAYMENT. The principal of the line of credit will be payable on
demand, and if no demand is made, then on December 1, 1998 the line of credit
shall be paid down to the minimum amount of $384,500.00 for 30 consecutive days
during the term of this commitment.

5. COLLATERAL. The commitment will be secured by a Wachovia Bank of Ga.
certificate of deposit in a minimum amount of $384,500




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6. LOAN DOCUMENTS. At or prior to closing Borrower shall furnish to Bank such
loan documents as the Bank shall deem necessary for its protection. Such
documents shall be duly executed and delivered by your company and all
applicable other parties. All loan documents as well as all questions relating
to the validity shall be determined by and shall be satisfactory to the Bank and
the Bank's counsel. The loan documents which will be in a form satisfactory to
Bank will include, standard corporation documents, evidence of corporate
authority for execution and delivery of all loan documents, promissory note, and
warranties and other documents which the Bank deems necessary in order to
document the loan and assure compliance with the terms hereof. Loan advances,
payments and investments shall be governed by the Wachovia Financial Management
Account Investment/ Line of Credit Agreements previously executed in conjunction
with this commitment.

7. CROSS-DEFAULT. In addition to any other defaults normally specified in the
Bank's loan documents, Borrower agrees that a default under this Loan will also
cause a default under any other loan or obligation of the Borrower and that a
default under any other loan or obligation of the Borrower to the Bank will
cause a default under this Loan.

8. FINANCIAL INFORMATION. So long as the commitment is available or any
obligation is outstanding to Bank, Borrower will furnish to Bank quarterly
(within 60 days after the end of each calendar quarter) a balance sheet and
income statement, certified as to their authenticity by your Company's Chief
Financial Officer, and an annual audit (within 90 days after the end of each
fiscal year) certified without material qualification by a certified public
accounting firm acceptable to the Bank and prepared in accordance with generally
accepted accounting principles and practices applied consistently throughout the
period and prior periods.

9. COSTS. Borrower agrees to pay all of the costs, expenses, and fees ($150.00)
incurred in connection with the negotiation, preparation for, and closing of the
loan herein committed, whether or not the committed loan is closed.

10. SURVIVAL. This commitment and all terms and provisions hereof shall survive
the closing and shall not be merged into any of the loan documents.

13. NON-ASSIGNABILITY. This commitment is not assignable and no party other than
Borrower is entitled to rely on this commitment.

14. CONSEQUENTIAL DAMAGES. In no event shall either Borrower or the Bank be
liable to the other for indirect, special, or consequential damages, including
the loss of anticipated profits which may arise out of or are in any way
connected with the issuance of this commitment.

15. MODIFICATIONS. No condition or other term of this commitment may be waived
or modified except by a writing signed by Borrower and the Bank. This
requirement of a writing to waive or modify provisions of this commitment cannot
itself be waived or otherwise negated by any agreement or other conduct of the
parties, express or implied, other than by a writing to that effect signed by
both parties.

16. TERMINATION OF COMMITMENT. Bank may terminate this commitment prior to the
closing of the transactions contemplated hereby by notice in writing to
Borrower, in the event that: (a) Borrower shall fail or refuse to comply in a
timely manner with any of the terms, provisions


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or conditions of this commitment; (b) Bank determines in its sole discretion
that a material adverse change has occurred in the financial condition of
Borrower or any Guarantor; (c) any of the information, data, representations,
exhibits and other materials submitted to Bank by Borrower or any Guarantor
shall contain any inaccuracy or misrepresentation or shall omit to set forth any
information that is material to the completeness and accuracy of such
information, data, representations, exhibits and other materials or to the
Bank's decision to issue this commitment; (d) any default by Borrower or any
Guarantor under any obligation to Bank or any third party shall occur or exist.
Upon giving of such notice by Bank, the obligations and liabilities of the Bank
under this commitment shall cease and terminate.

17. APPLICABLE LAW. This commitment shall be interpreted, construed, enforced,
and governed by the laws of the State of Georgia.

Upon return by Borrower to the Bank of a fully-executed copy of this commitment
by December 5, 1997, this commitment will be considered accepted and will
constitute an agreement obligating the Bank to make and Borrower to accept the
loan subject to compliance with and satisfaction of the terms and conditions set
forth above and in the other loan documents. If the executed copy is not
received by the Bank by the date noted above, this commitment shall be
considered null and void. If this commitment is accepted by Borrower, it must be
closed by December 10, 1997 or it will be considered null and void.


Very truly yours,



  /s/ GARY E. BROWN
Gary E. Brown
Assistant Vice President

Accepted this 5th day of December, 1997

American Consumers, Inc.


By:  /s/ MICHAEL A. RICHARDSON


Title:  PRESIDENT


By:  /s/ REBA SOUTHERN


Title:  SECRETARY




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