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  Fort  Oglethorpe, County of  Catoosa,  State  of  Georgia,
described as 418 A Battlefield Parkway, Fort Olgethorpe, GA  30742,  upon
the following TERMS and CONDITIONS:

1.   TERMS  AND  RENT.  Lessor demises the above premises for a  term  of
     three  (3)  years,  commencing December 1, 1995 and  terminating  on
     November 30, 1998 or sooner as provided herein at the annual  rental
     of  Eight  Thousand  Nine Hundred Eighty Eight Dollars  ($8,988.00),
     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 1509 East Crane Street,
     Rossville,  GA   30741  (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  thereof, in as good condition as received, normal  wear
     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.   ALTERNATIONS  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  liable  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 

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     as aforesaid, and in the event Lessor  shall not elect to  make such 
     such repairs which cannot be made within sixty (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 be 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 suit 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
     places as may 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 of
     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 additional 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  Dollars
     ($800.00).  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 specific, 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 constitutes the  entire  agreement
     between  the parties and may be modified only by writing  signed  by
     both parties.

Signed this 29th day of October, 1995

American Consumers, Inc.                David R. Kelley

By: Lessee:                             By: Lessor:

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