December 20, 2003


     THIS  LEASE,  made  this  20th  day of December, 2003 by and between Tunnel
Properties,  LLC,  first  party  (hereinafter  called  "Landlord"): and American
Consumers,  Inc.,  second  party,  (hereinafter  called  "Tenant"):


                              W I T N E S S E T H:
                              --------------------

Premises

     1.   The  Landlord,  for  and  in  consideration  of  the rents, covenants,
agreements  and  stipulations hereinafter mentioned, reserved, and contained, to
be  paid,  kept and performed by the Tenant, has leased and rented, and by these
presents  does  lease  and  rent,  unto  the said Tenant, and said Tenant hereby
agrees to lease and take upon the terms and conditions which hereinafter appear,
the  following  described  property  previously leased to Russell's Food Stores,
Inc.,  (hereinafter  called  "Premises"),  to  wit:

                              3507 CHATTANOOGA ROAD
                              TUNNEL HILL, WHITFIELD COUNTY, GEORGIA  30755

Term

     2.   To have and hold the same for an initial term beginning on the 1st day
of January, 2004 and ending on the 31st day of August, 2007, at midnight, unless
sooner terminated as hereinafter provided.  Any rent due for December, 2003 will
be pro rated and paid prior to December 31, 2003.  The rent for the initial term
will  be  $4,000.00  per  month.

Renewal  Term

     3.   Tenant  is hereby granted three (3) options to renew this Lease.  Each
of  the  options  may  be  exercised by giving Landlord thirty (30) days written
notice  prior  to  the  expiration  of  the  initial  term  or any renewal term.

          The  options  are  as  follows:

                                                                        MONTHLY
OPTION                               TERM                               RENTAL
------                               ----                              ---------

   1                 September 1, 2007 - August 31, 2012               $4,300.00
   2                 September 1, 2012 - August 31, 2017               $4,600.00
   3                 September 1, 2017 - August 31, 2022               $4,900.00


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Rental

     4.   Tenant  agrees to pay Landlord promptly on the first day of each month
in  advance,  during  the term of this Lease a monthly rental of $4,000.00.  The
obligation to pay rent shall begin January 1, 2004. Tenant may not either remain
behind  in  his payments or routinely get behind in making a payment.  More than
one  (1)  late payment within a twelve (12) month period will constitute default
of the agreement at the option of the landlord.  All payments more than ten (10)
days  late  will bear an interest charge of 18% per annum until paid in full. In
addition,  any  late  charges  or  other  expenses  resulting from the action or
inaction  of the Tenant and which are paid by the Landlord would be charged back
to  the  Tenant  in  the  next  monthly  rent  payment.

Utility  Bills  and  Taxes

     5.   Tenant  shall  pay  all  utility  bills,  including but not limited to
water,  sewer,  gas,  electricity,  fuel,  light  and  heat bills for the leased
premises  and  Tenant  shall  pay all charges for garbage collection services or
other  sanitary  services  rendered  to the leased premises or used by Tenant in
connection  therewith.  If  Tenant  fails  to  pay  any of said utility bills or
charges  for garbage collection or other sanitary services, Landlord may pay the
same  and  such  payment  may be added to the rental of the premises next due as
additional  rental.  Landlord  shall  maintain  fire insurance and shall pay all
real estate taxes and maintain the parking lot and septic tank for the building.
Landlord  will  maintain  liability  insurance  for  the  parking  lot.

Maintenance  of  Premises

     6.   Landlord,  at  its  expense  and  risk,  shall  maintain  and  repair
(including  all  necessary  replacements)  the  roof, foundation, underground or
otherwise  concealed  plumbing,  structural  soundness  of  the  exterior walls,
excluding windows and doors, heating, air conditioning, septic tank sewer system
and  the  exterior  of  the  building  in  general; additionally, Landlord shall
maintain  and  repair but not clean the parking lot. Landlord will not allow any
other  tenants  in  the  shopping  center  to  sell  grocery  items.

     7.   Tenant,  at  is expense and risk, shall maintain and repair, including
all  necessary replacements, the interior plumbing, windows, window glass, plate
glass,  doors,and  the  interior  of  the  building  in  general.

Destruction  of,  or  Damage  to  Premises

     8.   If  the  premises  are  totally  destroyed by fire, storm, lightening,
earthquake,  or  other  casualties, this Lease shall terminate as of the date of
such  destruction,  and  rental  shall  be accounted for as between Landlord and
Tenant as of that date.  If the Premises are damaged but not wholly destroyed by
any  of  such  casualties,  Tenant  shall have the option to:  (a) terminate the
lease,  or  (b)  abate  rent  in  such  proportion  of  use  of  Premises


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as  has  been  destroyed  and  to  require  Landlord  to restore the Premises to
substantially  the  same condition as before the damage occurred, as speedily as
practicable.

Indemnity

     9.   Tenant  agrees  to  indemnify  and  save Landlord harmless against all
claims  for damages to persons or property by reason of the use and occupancy of
the  leased  premises,  including  any  claims by Tenant's agents and employees,
Tenant's  customers  and  invitees,  and  any and all other persons coming on or
about  the leased premises during the term of this Lease or any renewal thereof.
Landlord  shall  be responsible for claims for damages to persons or property in
the  parking lot if such claim was not caused by Tenant.  Tunnel Properties, LLC
will  be  listed  as  an additional insured under the Tenant's General Liability
Policy and that on an annual basis when the policy is renewed be provided with a
copy of the policy renewal.   He shall be notified at any time the policy is not
in  force.  The  General  Liability  Policy  will be for an amount not less than
$1,000,000.00.

Governmental  Orders

     10.  Landlord  agrees,  at  his  own  expense,  to promptly comply with all
requirements  of  any  legally  constituted  public  authority made necessary by
reason  of Tenant's occupancy of said premises.  It is mutually agreed, however,
between  Landlord and Tenant, that if in order to comply with such requirements,
the  cost to Landlord shall exceed a sum equal to six (6) month's rent, then the
Landlord  is  privileged  to  terminate  this  Lease by giving written notice of
termination  to  the  other party which termination shall become effective sixty
(60)  days  after  receipt  of such notice unless party receiving such notice of
termination  shall,  before  termination  becomes effective, pay to party giving
notice  all  cost  of  compliance  in  excess of six (6) month's rent, or secure
payment  of  said  sum  in  manner  satisfactory  to  the  party  giving notice.

Condemnation

     11.  If  the  whole of the leased premises, or such portion thereof as will
make  the premises unusable for the purposes therein leased, be condemned by any
legally  constituted  authority  for any public use or purpose then in either of
said  events  the  term hereby granted shall cease from the date when possession
thereof  is  taken  by  public  authorities and rental shall be accounted for as
between  Landlord  and  Tenant  to  recover  compensation  and  damage caused by
condemnation  from  the  condemner.  It  is  further  understood and agreed that
neither  the  Tenant nor Landlord shall have any rights in any award made to the
other by any condemnation authority notwithstanding the termination of the lease
as  herein  provided.


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<PAGE>
Assignment  and  Subletting

     12.  Tenant shall have the right and option to sublet any portion of or all
of  the leased premises, upon written permission of the Landlord first obtained,
which  permission  shall  not  be  unreasonably  withheld  by  Landlord.

Removal  of  Fixtures

     13.  Tenant  may  (if  not in default hereunder) prior to the expiration of
this  lease,  or  any  extension  thereof, remove all its fixtures and equipment
provided  Tenant  repairs  all  damage  to  premises  caused  by  such  removal.

Cancellation  of  Lease  by  Landlord

     14.  It  is mutually agreed that in the event that the Tenant shall default
in the payment of rent, when due, and fails to cure said default within ten (10)
days  after  written  notice  thereof  from  Landlord;  or if Tenant shall be in
default  in  performing  any of the terms or provisions of this Lease other than
the  provision  requiring  the  payment  of rent, and fails to cure such default
within  thirty  (30) days after the date of receipt of written notice of default
from  Landlord;  or if Tenant is adjudicated bankrupt or if a permanent receiver
is  appointed  for  Tenant's  property  and  such  receiver  is not removed then
Landlord  reserves  the  right  to  terminate  this  Lease upon thirty (30) days
written  notice  to  Tenant.

Signs

     15.  Tenant  shall be permitted to place such signs on the leased premises,
as  it  deems  necessary.

Entry  for  Carding,  Etc.

     16.  Landlord  may  card premises "For Rent" or "For Sale" thirty (30) days
before  the  termination  of  this  Lease  unless  the Lease has been renewed as
hereinbefore  provided.  Landlord  may enter the premises at reasonable hours to
exhibit  same  to prospective purchasers or tenants and to make repairs required
of  Landlord  under the terms hereof, or to make repairs to Landlord's adjoining
property,  if  any.


Effect  of  Termination  of  Lease

     17.  No  termination  of  this Lease prior to the normal ending thereof, by
lapse  of  time  or otherwise, shall affect Landlord's right to collect rent for
the  period  prior  to  termination  thereof.


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<PAGE>
Mortgage's  Rights

     18.  If  disclosed  to Tenant in writing by Landlord, Tenant's rights shall
be  subject  to  any bona fide mortgage or deed to secure debt, which is now, or
may  hereafter  be,  placed  upon  the  premises  by  Landlord.


No  Estate  in  Land

     19.  This  contract  shall  create  the relationship of Landlord and Tenant
between  the  parties  hereto; no estate shall pass out of Landlord.  Tenant has
only  a  usufruct,  not  subject  to levy and sale, and not assignable by Tenant
except  by  Landlord's  consent.

Holding  Over

     20.  If  Tenant  remains  in possession of premises after expiration of the
term  hereof,  with Landlord's acquiescence and without any express agreement of
parties,  Tenant  shall  be  a tenant at will at rental rate in effect at end of
this  Lease;  and  there  shall be no renewal of this Lease by operation of Law.


Rights  Cumulative

     21.  All  rights,  powers  and  privileges conferred hereunder upon parties
hereto  shall  be  cumulative  but  not  restrictive  to  those  given  by  law.

Service  of  Notice

     22.  If  to  Landlord: Ken Gowin, President, Tunnel Properties, LLC, Tunnel
Hill,  Georgia  30755.

          If  to  Tenant:  American  Consumers,  Inc.,  P.O.  Box  2328,Fort
Oglethorpe, Georgia  30742, Attn: Michael A. Richardson, President.  Also a copy
to  John  F. Henry, Witt, Gaither & Whitaker, P.C., 1100 SunTrust Bank Building,
Chattanooga,  Tennessee  37402.


Waiver  of  Rights

     23.  No  failure of Landlord or Tenant to exercise any power or right given
them  hereunder,  or  to  insist  upon  strict  compliance  by either with their
obligations hereunder, and no custom or practice of the parties at variance with
the  terms  hereof  shall  constitute


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<PAGE>
a  waiver  of  Landlord's  or Tenant's right to demand exact compliance with the
terms  hereof.

Time  of  Essence

     24.  Time  is  of  the  essence  of  this  agreement.

Definitions

     25.  "Landlord"  as  used  in  this  Lease shall include first party, their
heirs,  representative,  assigns  and  successors  in  title  to  the  premises.
"Tenant"  shall  include second party, its heirs and representative, and if this
Lease  shall  be validly assigned or sublet, shall include also Tenant assignees
or  subleases,  as  to  premises  covered  by  such  assignment  or  sublease.
"Landlord",  and  "Tenant",  include  male  and  female,  singular  and  plural,
corporation,  partnership  or  individual,  as  may  fit the particular parties.

Estoppel  Certificate

     26.  (a)  Tenant  shall  at any time upon not less than ten (10) days prior
written  notice  from  Landlord  execute,  acknowledge and deliver to Landlord a
statement  in  writing:    (1)  certifying  that this Lease is unmodified and in
full force and effect (or, if modified, stating the nature of such  modification
and  certifying  that  this Lease, as so modified, is in full force and effect),
and  the  date  to which the rent and other charges are paid in advance, if any,
and  (2)  acknowledging  that  there are not, to Tenant's knowledge, any uncured
defaults  on the part of Landlord  hereunder, or specifying such defaults if any
are  claimed.  Any  such  statement  may  be  conclusively  relied  upon  by any
prospective  purchaser  or  encumbrancer  of  the  Premises.

          (b)  At  Landlord's option, Tenant's failure to deliver such statement
within such time shall be a material breach of this Lease or shall be conclusive
upon  Tenant  (1)  that  this  Lease  is  in  full  force  and  effect,  without
modification  except  as  may  be represented by Landlord, (2) that there are no
uncured  defaults  in  Landlord's  performance,  and  (3) that not more than one
month's  rent  has  been  paid  in  advance or such failure may be considered by
Landlord  as  a  default  by  Tenant  under  this  Lease.


     27.  This  Agreement  shall be interpreted and construed in accordance with
the  Laws  of  Georgia.   That  venue  and  jurisdiction  shall  rest  with  the
appropriate  court(s)  in  Whitfield  County.


     28.  If  any legal action or arbitration or other proceeding is brought for
the  enforcement  of  this  Agreement  or  cause  of an alleged dispute, breach,
default  or  misrepresentation  in connection with any of the provisions of this
agreement,  the  prevailing  party  or  parties  shall  be  entitled  to recover
reasonable  attorney's  fees  and  other


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<PAGE>
costs  incurred  in the proceeding.  That venue and jurisdiction shall rest with
the  appropriate  court(s)  in  Whitfield  County.


Entire  Agreement,  Modification

     This Lease contains the entire agreement of the parties hereto and no prior
or contemporaneous representations, inducements, promises or agreements, oral or
otherwise,  between  the  parties, not embodied herein, shall be of any force or
effect,  regardless of the course of dealing of the parties hereto.   This Lease
may  only  be  modified  or  amended  in  writing, signed by the parties hereto.


     IN  WITNESS  WHEREOF,  the parties herein have hereunto set their hands and
seals,  in  triplicate,  the  day  and  year  first  above  written.

Signed,  sealed  and  delivered  as  to  Landlord,  in  the  presence  of:


          LANDLORD
          --------

          /s/ Ken Gowin                                      December 17, 2003
          _____________________________________             ____________________
          Ken Gowin, President                                      Date
          Tunnel Properties, LLC


          TENANT
          ------

          American Consumers, Inc.

          /s/ Michael A. Richardson                          December 17, 2003
          By:  ________________________________             ____________________
               Michael A. Richardson, President                     Date




ATTEST:

/s/  Reba  S.  Southern
_____________________________
Secretary

                                 Corporate Jurat


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