COMMERCIAL SECURITY AGREEMENT

LENDER
Northwest Georgia Bank
P.O. Box 789
Ringgold, GA 30736
(706) 861-3010

BORROWER
AMERICAN CONSUMERS, INC.
SHOP RITE SUPERMARKETS
418 ALAMAR ST
FT. OGLETHORPE, GA 30742
(706) 861-3347         ID No.  58-1033765

OWNER
AMERICAN CONSUMERS, INC.
SHOP RITE SUPERMARKETS
418 ALAMAR ST
FT. OGLETHORPE, GA 30742
(706) 861-3347         ID No.  58-1033765

1. SECURITY INTEREST. For good and valuable consideration, Owner grants to
Lender identified above a continuing security interest in the Collateral
described below to secure the Obligations described in this Agreement.

2. SECURED OBLIGATIONS. The security interest granted secures: [X] the payment
and performance of any and all liabilities, obligations, agreements and
undertakings of Borrower (or any one or more of them) and Owner (or any one or
more of them) to Lender, in any amount, whether now existing or hereafter
arising (including those owed by Borrower or Owner to others and acquired by
Lender through purchase, assignment or otherwise), however created, evidenced or
arising, whether individually or jointly with others, and whether absolute or
contingent, direct or indirect, as maker, endorser, guarantor, surety or
otherwise, liquidated or unliquidated, matured or unmatured, whether or not
secured by other collateral, and including, without limitation (a) all
obligations to perform or forebear from performing any acts, and (b) all
overdrafts on deposits or accounts maintained by Borrower or Owner with Lender,
and (c) the liabilities, obligations, agreements and undertakings of Borrower or
Owner to Lender pursuant to any application or other agreement requesting Lender
to issue any letter of credit including, without limitation, the obligation of
Borrower or Owner to reimburse Lender for all amounts funded by Lender pursuant
to any such letter of credit, and (d) all costs and fees for filing and
recording documentation, all costs incurred in the collection or enforcement of
this Agreement, including attorneys' fees and legal expenses, including all
appeals, whether or not a lawsuit is instituted and whether or not such
collection or enforcement occurs before or after any bankruptcy proceeding is
filed by or against any Borrower or Owner (all of which are collectively
referred to as the "Obligations"); [ ] the payment and performance of the
liabilities, obligations, agreements, and undertakings of Borrower and Owner to
Lender evidenced by this security agreement and the promissory note of Borrower
dated _______________________ in the amount of $__________________ identified
under loan number (or account number) ______________________, and any
extensions, renewals, amendments, substitutions, or replacements thereof
(collectively referred to as the "Obligations").

3. COLLATERAL. All of Owner's right title and interest in the following
described property, as defined by the Uniform Commercial Code presently or as
hereafter amended or replaced, whether now or hereafter existing or now owned or
hereafter acquired by Owner and wherever located shall constitute the
"Collateral":

     [X]  All accounts including, but not limited to, any accounts described on
          Schedule A attached hereto and incorporated herein by this reference;

     [ ]  All chattel paper including, but not limited to, any chattel paper
          described on Schedule A attached hereto and incorporated herein by
          this reference;

     [ ]  All deposit accounts, including, but not limited to, any deposit
          accounts described on Schedule A attached hereto and incorporated
          herein by this reference; [ ] All documents including, but not limited
          to, any documents described on Schedule A attached hereto and
          incorporated herein by this reference;


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     [X]  All equipment, including, but not limited to, any equipment described
          on Schedule A attached hereto and incorporated herein by this
          reference;

     [X]  All fixtures, including, but not limited to, any fixtures described on
          Schedule A and located or to be located on the real property described
          on Schedule B attached hereto and incorporated herein by this
          reference;

     [ ]  All general intangibles including, but not limited to, any general
          intangibles described on Schedule A attached hereto and incorporated
          herein by this reference;

     [ ]  All instruments including, but not limited to, any instruments
          described on Schedule A attached hereto and incorporated herein by
          this reference;

     [X]  All inventory including, but not limited to, any inventory described
          on Schedule A attached hereto and incorporated herein by this
          reference;

     [ ]  All investment property including, but not limited to, any investment
          property described on Schedule A attached hereto and incorporated
          herein by this reference;

     [ ]  All letter-of-credit rights including, but not limited to, any
          letter-of-credit rights described on Schedule A attached hereto and
          incorporated herein by this reference;

     [ ]  All as-extracted collateral including, but not limited to all minerals
          or the like and accounts resulting from sales at the wellhead or
          minehead located on or related to the real property described on
          Schedule B attached hereto and incorporated herein by this reference;

     [ ]  All standing timber which is to be cut and removed under a conveyance
          or contract for sale located on the real property described on
          Schedule B attached hereto and incorporated herein by this reference;

     [ ]  Other

All monies, instruments, and savings, checking or other accounts of Owner
(excluding IRA, Keogh, and other accounts subject to tax penalties if so
assigned) that are now or in the future in Lender's custody or control;

All monies or instruments pertaining to any of the above;

All accessions, accessories, additions, amendments, attachments, modifications,
replacements and substitutions to any of the above;

All components and supplies of any of the above;

All proceeds and products of any of the above; and

All supporting obligations of any of the above.


4. OWNER'S TAXPAYER INDENTIFICATION. Owner's social security number or federal
taxpayer identification number is: 58-1033765.

5. OWNER'S LOCATION. [ ] Owner is an individual and a resident of the state
of:_______________________. [X] Owner is a Corporation duly incorporated,
registered, formed or organized, validly existing and in good standing under the
laws of the state of Georgia . [ ] Owner is a _______________________ and
maintains its principal place of business or, if it has more than one place of
business, its chief executive office in the state of _________________________.

6. REPRESENTATIONS, WARRANTIES, AND COVENANTS, Owner represents, warrants and
covenants to Lender that:

(a)      Owner is and shall remain the sole owner of the Collateral;


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(b)  Neither Owner, nor, to the best of Owner's knowledge, any other party has
     used, generated, released, discharged, stored, or disposed of any hazardous
     waste, toxic substance , or related material or transported any such
     material except as allowed by and in accordance with applicable federal,
     state and local law and regulation. Owner shall not commit or permit such
     actions to be taken in the future. The term "Hazardous Materials" shall
     mean any substance, material, or waste which is or becomes regulated by any
     governmental authority including, but not limited to, (i) petroleum; (ii)
     asbestos; (iii) polychlorinated biphenyls; (iv) those substances, materials
     or wastes designated as a "hazardous substance" pursuant to Section 311 of
     the Clean Water Act or listed pursuant to Section 307 of the Clean Water
     Act or and amendments or replacements to these statutes; (v) those
     substances, materials or wastes defined as a "hazardous waste" pursuant to
     Section 1004 of the Resource Conservation and Recovery Act or any
     amendments or replacements to that statute; or (vi) those substances,
     materials or wastes defined as a "hazardous substance" pursuant to Section
     101 of the Comprehensive Environmental Response, Compensation and Liability
     Act, or any amendments or replacements to that statute. Owner is in
     compliance in all respects with all applicable federal, state and local
     laws and regulations, including, without limitation, those relating to
     "Hazardous Materials", as defined herein, and other environmental matters
     (the "Environmental Laws") and neither the federal government nor any other
     governmental or quasi governmental entity has filed a lien on the
     Collateral, nor are there any pending or threatened governmental, judicial
     or administrative actions with respect to environmental matters, which
     involve the Collateral;

(c)  Owner's location (Owner's place of organization, principal place of
     business, or if more than one place of business, chief executive office, or
     principal residence) is in the state indicated in paragraph 5. Owner shall
     not change its state of location without first notifying Lender in writing;

(d)  During the four month period prior to the date hereof, the Collateral is
     located and has been located at the Owner's address described above or any
     address described on Schedule C. Owner shall immediately advise Lender in
     writing of any change in or addition to the foregoing addresses;

(e)  Owner shall not become a party to any restructuring of its form of business
     or participate in any consolidation, merger, liquidation or dissolution
     without Lender's prior written consent; (f) Owner's exact legal name is as
     set forth on the first page of this Agreement. Owner shall not change such
     name or use any trade name without Lender's prior written consent, and
     shall notify Lender of the nature of any intended change of Owner's name,
     or the use of any trade name, and the proposed effective date of such
     change;

(g)  The Collateral is and shall at all times remain free of all tax and other
     liens, security interests, encumbrances and claims of any kind except for
     those belonging to Lender and those described on Schedule D attached hereto
     and incorporated herein by this reference. Without Lender waiving the Event
     of Default as a result thereof, Owner shall take any action and execute any
     document needed to discharge any liens, security interests, encumbrances
     and claims and described in Schedule D;

(h)  Owner shall defend the Collateral against all claims and demands of all
     persons at any time claiming any interest therein; All of the goods,
     fixtures, minerals or the like, and standing timber constituting the
     Collateral is and shall be located at Owner's executive offices, places of
     business, residence and domiciles specifically described in this Agreement.
     Owner shall not change the location of any Collateral without the prior
     written consent of Lender;

(i)  Owner will cooperate with Lender in obtaining and maintaining control with
     respect to all deposit accounts, investment property, letter-of-credit
     rights and electronic chattel paper constituting the Collateral;

(j)  Owner shall provide Lender with possession, as appropriate, of all chattel
     paper, instruments, documents and investment property constituting the
     Collateral, and Owner shall promptly mark all chattel paper, instruments,
     documents and investment property constituting the Collateral to show that
     the same are subject to Lender's security interest;

(k)  All of Owner's accounts; chattel paper; deposit accounts; documents;
     general intangibles; instruments; investment property; letter-of-credit
     rights; and federal, state, county, and municipal government and other
     permits and licenses; trusts, liens, contracts, leases, and agreements
     constituting the Collateral are and shall be valid, genuine and legally
     enforceable obligations and rights belonging to Owner against one or more
     third parties and not subject to any claim, defense, set-off or
     counterclaim of any kind;

(l)  Owner shall not amend, modify, replace, or substitute any account; chattel
     paper; deposit account; document; general intangible; instrument;
     investment property; or letter-of-credit right constituting the Collateral
     without the prior written consent of Lender. Owner shall not create any
     chattel paper constituting the Collateral without placing a legend on the
     chattel paper acceptable to Lender indicating that Lender has a security
     interest in the chattel paper;

(m)  No person shall file an amendment that is a termination statement for a
     financing statement concerning any of the Collateral without the prior
     written consent of Lender, except to the extent permitted by the Uniform
     Commercial Code presently or as hereafter amended or replaced;

(n)  Owner has the right and is duly authorized to enter into and perform its
     obligations under this Agreement. Owner's execution and performance of
     these obligations do not and shall not conflict with the provisions of any


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     statute, regulation, ordinance, rule of law, contract or other agreement
     which may now or hereafter be binding on Owner;

(o)  No action or proceeding is pending against Owner which might result in any
     material or adverse change in its business operations or financial
     condition or materially affect the Collateral;

(p)  Owner has not violated and shall not violate any applicable federal, state,
     county or municipal statute, regulation or ordinance (including but not
     limited to those governing Hazardous Materials) which may materially and
     adversely affect its business operations or financial condition or the
     Collateral;

(q)  Owner shall, upon Lender's request, deposit all proceeds of the Collateral
     into an account or accounts maintained by Owner or Lender at Lender's
     institution;

(r)  Owner will, upon receipt, deliver to Lender as additional Collateral all
     securities distributed on account of the Collateral such as stock dividends
     and securities resulting from stock splits, reorganizations and
     recapitalizations; and

(s)  Owner agrees to the terms of the Obligations and the terms of any renewals,
     extensions, amendments, modifications, replacements or substitutions of the
     Obligations;

(t)  Owner agrees Lender may enter into agreements in the future with Borrower
     which, if this Agreement so provides, will become Obligations secured by
     the Collateral described in this Agreement;

(u)  Owner agrees property other than the Collateral may also secure the
     Obligations; Lender shall have no obligation to exercise its rights against
     such property prior to exercising its rights against the Collateral; Lender
     may accept substitutions or exchanges for any such property; Lender may
     release its security interest in such property at any time; and, parties
     other than Borrower may be or may become obligated under the Obligations;
     and

(v)  This Agreement and the obligations described in this Agreement are executed
     and incurred for business and not consumer purposes.

7. SALE OF COLLATERAL. Owner shall not assign, convey, lease, sell, license,
exchange or transfer any of the Collateral to any third party without the prior
written consent of Lender except for sales of inventory to buyers in the
ordinary course of business.

8. FINANCING STATEMENTS AND OTHER DOCUMENTS. Owner shall at any time and from
time to time take all actions and execute all documents required by Lender to
attach, perfect and maintain Lender's security interest in the Collateral and
establish and maintain Lender's right to receive the payment of the proceeds of
the Collateral including, but not limited to, executing any financing
statements, fixture filings, continuation statements, notices of security
interest and other documents required by the Uniform Commercial Code, presently
or as hereafter amended or replaced, and other applicable law. Owner shall pay
the costs of filing such documents in all offices wherever filing or recording
is deemed by Lender to be necessary or desirable. Owner authorizes Lender to
execute and file any financing statements, as well as extensions, renewals and
amendments of financing statements in such form as Lender may require to perfect
and maintain perfection of any security interest granted in this Agreement.

9. INQUIRIES AND NOTIFICATION TO THIRD PARTIES. Owner hereby authorizes Lender
to contact any third party and make any inquiry pertaining to Owner's financial
condition or the Collateral. In addition, Lender is authorized to provide oral
or written notice of its security interest in the Collateral to any third party.

10. LOCKBOX, COLLATERAL ACCOUNT. If Lender so requests at any time (whether or
not Owner is in default of this Agreement), Owner will direct each of its
account debtors to make payments due under the relevant account or chattel paper
directly to a special lock box to be under the control of Lender. Owner hereby
authorizes and directs Lender to deposit into a special collateral account to be
established and maintained with Lender all checks, drafts and cash payments
received in the lock box. All deposits in the collateral account shall
constitute proceeds of Collateral and shall not constitute payment of any
Obligation. At its option, Lender may, at any time, apply finally collected
funds on deposit in the collateral account to the payment of the Obligations in
such order of application as Lender my determine, or permit Owner to withdraw
all or any part of the balance on deposit in the collateral account. If a
collateral account is so established, Owner agrees that Owner will promptly
deliver to Lender, for deposit into the collateral account, all payments on
accounts and chattel paper received by Owner. All such payments shall be
delivered to Lender in the form received (except for Owner's endorsement if
necessary). Until so deposited, all payments on accounts and chattel paper
received by Owner shall be held in trust by Owner for and as the property of
Lender and shall not be commingled with any funds or property of Owner.

11. COLLECTION OF INDEBTEDNESS FROM THIRD PARTIES. Lender shall be entitled to
notify, and upon the request of Lender, Owner shall notify any account debtor or
other third party (including, but not limited to, insurance companies) to pay
any indebtedness or obligation owing to Owner and constituting the Collateral


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(collectively "Indebtedness") to Lender whether or not a default exists under
this Agreement. Owner shall diligently collect the Indebtedness owing to Owner
from its account debtors and other third parties until the giving of such
notification. In the event that Owner possesses or receives possession of any
instruments or other remittances with respect to the Indebtedness following the
giving of such notification of if the instruments or other remittances
constitute the prepayment of any Indebtedness or the payment of any insurance
proceeds, Owner shall hold such instruments and other remittances in trust for
Lender apart from it other property, endorse the instruments and other
remittances to Lender, and immediately provide Lender with possession of the
instruments and other remittances. Lender shall be entitled, but not required,
to collect (by legal proceedings or otherwise), extend the time for payment,
compromise, exchange or release any obligor or collateral, or otherwise settle
any of the Indebtedness whether or not an Event of Default exists under this
Agreement. Lender shall not be liable to Owner for any action, error, mistake,
omission or delay pertaining to the actions described in this paragraph or any
damages resulting therefrom.

12. POWER OF ATTORNEY. Owner hereby appoints Lender as its attorney-in-fact to
endorse Owner's name on all instruments and other remittances payable to Owner
with respect to the Indebtedness, including any items received by Lender in any
lockbox account, or other documents pertaining to Lender's actions in connection
with the Indebtedness. In addition, Lender shall be entitled, but not required,
to perform any action or execute any document required to be taken or executed
by Owner under this Agreement. Lender's performance of such action or execution
of such documents shall not relieve Owner from any obligation or cure any
default under this Agreement. The powers of attorney described in this paragraph
are coupled with an interest and are irrevocable.

13. USE AND MAINTENANCE OF COLLATERAL. Owner shall use the Collateral solely in
the ordinary course of its business, for the usual purposes intended by the
manufacturer (if applicable), with due care, and in compliance with all
applicable laws, ordinances, regulations, requirements and rules of all federal,
state, county and municipal authorities including environmental laws and
regulations and insurance policies. Owner shall not make any alterations,
additions or improvements to the Collateral without the prior written consent of
Lender. Owner shall ensure that Collateral which is not now a fixture does not
become a fixture. Without limiting the foregoing, all alternations, additions
and improvements made to the Collateral shall be subject to the security
interest belonging to Lender, shall not be removed without the prior written
consent of Lender, and shall be made at Owner's sole expense. Owner shall take
all actions and make any repairs or replacements needed to maintain the
Collateral in good condition and working order.

14. LOSS OR DAMAGE. Owner shall bear the entire risk of any loss, theft,
destruction or damage (collectively "Loss or Damage") to all or any part of the
Collateral. In the event of any Loss or Damage, Owner will either restore the
Collateral to its previous condition, replace the Collateral with similar
property acceptable to Lender in its sole discretion, or pay or cause to be paid
to Lender the decrease in the fair market value of the affected Collateral.
Lender has no duty to collect any income accruing on the Collateral or to
preserve any rights relating to the Collateral.

15. INSURANCE. The Collateral will be kept insured for its full value against
all hazards including loss or damage caused by fire, collision, theft or other
casualty. If the Collateral consists of a motor vehicle, Owner will obtain
comprehensive and collision coverage in amounts at least equal to the actual
cash value of the vehicle with deductibles not to exceed $ n/a . Insurance
coverage obtained by Owner shall be from a licensed insurer subject to Lender's
approval. Owner shall assign to Lender all rights to receive proceeds of
insurance not exceeding the amount owed under the Obligations described above,
and direct the insurer to pay all proceeds directly to Lender. The insurance
policies shall require the insurance company to provide Lender with at least 30
days' written notice before such policies are altered or cancelled in any
manner. The insurance policies shall name Lender as a loss payee or as an
additional insured as required by Lender and provide that no act or omission of
Owner or any other person shall affect the right of Lender to be paid the
insurance proceeds pertaining to the loss or damage of the Collateral. In the
event Owner fails to acquire or maintain insurance, Lender (after providing
notice as may be required by law) may in its discretion procure appropriate
insurance coverage upon the Collateral and charge the insurance cost as an
advance of principal under the promissory note. Owner shall furnish Lender with
evidence of insurance indicating the required coverage. Lender may act as
attorney-in-fact for Owner in making and settling claims under insurance
policies, cancelling any policy or endorsing Owner's name on any draft or
negotiable instrument drawn by any insurer.

16. INDEMNIFICATION. Lender shall not assume or be responsible for the
performance of any of Owner's obligations with respect to the Collateral under
any circumstances. Owner shall immediately provide Lender with written notice of
and hereby indemnifies and holds Lender and its shareholders, directors,
officers, employees and agents harmless from all claims, damages, liabilities
(including attorneys' fees and legal expenses), causes of action, actions, suits
and other legal proceedings (collectively "Claims") pertaining to its business
operations or the Collateral including, but not limited to, those arising from
Lender's performance of Owner's obligations with


<PAGE>


respect to the Collateral or claims involving Hazardous Materials. Owner, upon
the request of Lender, shall hire legal counsel to defend Lender from such
Claims, and pay the attorneys' fees, legal expenses and other costs to the
extent permitted by applicable law, incurred in connection therewith. In the
alternative, Lender shall be entitled to employ its own legal counsel to defend
such Claims at Owner's cost.

17. TAXES AND ASSESSMENTS. Owner shall execute and file all tax returns and pay
all taxes, licenses, fees and assessments relating to its business operations
and the Collateral (including, but not limited to, income taxes, personal
property taxes, withholding taxes, sales taxes, use taxes, excise taxes and
workers' compensation premiums) in a timely manner.

18. INSPECTION OF COLLATERAL AND BOOKS AND RECORDS. Owner shall allow Lender or
its agents to examine, inspect and make abstracts and copies of the Collateral
and Owner's books and records pertaining to Owner's business operations and
financial condition or the Collateral during normal business hours. Owner shall
provide any assistance required by Lender for these purposes. All of the
signatures and information pertaining to the Collateral or contained in the
books and records shall be genuine, true, accurate and complete in all respects.
Owner shall note the existence of Lender's security interest in its books and
records pertaining to the Collateral.

19. EVENT OF DEFAULT. An Event of Default shall occur under this Agreement in
the event that Owner, Borrower or any guarantor of any of the Obligations:

     (a)  fails to make any payment under this Agreement or any other
          indebtedness to Lender when due;

     (b)  fails to perform any obligation or breaches any warranty or covenant
          to Lender contained in this Agreement or any other present or future
          written agreement regarding this or any other indebtedness to Lender;

     (c)  provides or causes any false or misleading signature or representation
          to be provided to Lender;

     (d)  sells, conveys, or transfers rights in any Collateral without the
          written approval of Lender; destroys, loses or damages such Collateral
          in any material respect; or subjects such Collateral to seizure,
          confiscation, or condemnation;

     (e)  seeks to revoke, terminate or otherwise limit its liability under any
          continuing guaranty;

     (f)  has a garnishment, judgment, tax levy, attachment or lien entered or
          served against Owner, Borrower, or any guarantor, or any of their
          property including the Collateral;

     (g)  dies, becomes legally incompetent, is dissolved or terminated, ceases
          to operate its business, becomes insolvent, makes an assignment for
          the benefit of creditors, fails to pay any debts as they become due,
          or becomes the subject of any bankruptcy, insolvency or debtor
          rehabilitation proceeding;

     (h)  allows the Collateral to be used by anyone to transport or store
          goods, the possession, transportation, or use of which, is illegal;

     (i)  fails to provide Lender evidence of satisfactory financial condition;

     (j)  has a majority of its outstanding voting securities sold, conveyed, or
          transferred to any person or entity other than any person or entity
          that has the majority ownership as of the date of the execution of
          this agreement; or

     (k)  if Lender deems itself insecure in good faith with respect to any of
          the Obligations.

20. RIGHTS OF LENDER ON EVENT OF DEFAULT. If there is an Event of Default under
this Agreement, Lender shall be entitled to exercise one or more of the
following remedies without notice or demand (except as required by law):

     (a)  to declare the Obligations immediately due and payable in full; such
          acceleration shall be automatic and immediate if the Event of Default
          is a filing under the Bankruptcy Code;

     (b)  to collect the outstanding Obligations with or without resorting to
          judicial process;

     (c)  to change Owner's mailing address, open Owner's mail, and retain any
          instruments or other remittances constituting the Collateral contained
          therein;

     (d)  to take possession of any Collateral in any manner permitted by law;

     (e)  to apply for and obtain, without notice and upon ex parte application,
          the appointment of a receiver for the Collateral without regard to
          Owner's financial condition or solvency, the adequacy of the
          Collateral to secure the payment or performance of the obligations, or
          the existence of any waste to the Collateral;

     (f)  to require Owner to deliver and make available to Lender any
          Collateral at a place reasonably convenient to Owner and Lender;

     (g)  to sell, lease or otherwise dispose of any Collateral and collect any
          deficiency balance with or without resorting to legal process;


<PAGE>


     (h)  to set-off Owner's obligations against any amounts due to Owner
          including, but not limited to, monies, instruments, and deposit
          accounts maintained with Lender; and


     (i)  to exercise all other rights available to Lender under any other
          written agreement or applicable law.


Lender's rights are cumulative and may be exercised together, separately, and in
any order. Unless the Collateral is perishable, threatens to decline speedily in
value or is of a type customarily sold on a recognized market, Lender will
provide five days notice of the time and place of any sale or intended
disposition as required under the Uniform Commercial Code, presently or as
hereafter amended or replaced. Lender has no obligation to clean up or otherwise
prepare the Collateral for sale. Lender may comply with any applicable state or
federal law requirements in connection with a disposition of the Collateral and
compliance will not be considered adversely to affect the commercial
reasonableness of any sale of the Collateral. If the Collateral consists of
securities, Lender shall be entitled to transfer the securities into the name of
Lender or its designee and to vote the securities. Lender shall be authorized to
notify the issuer of the securities to remit any related dividends, interest,
and securities resulting from stock splits, reorganizations, and capitalizations
directly to Lender or its designee. In the event that Lender institutes an
action to recover any Collateral or seeks recovery of any Collateral by way of a
prejudgment remedy in an action against Owner, Owner waives the posting of any
bond which might otherwise be required. Upon default, Owner shall segregate all
proceeds of Collateral and hold such proceeds in trust for Lender. Lender's
remedies under this paragraph are in addition to those under any other written
agreement or applicable law.

21. APPLICATION OF PAYMENTS. Whether or not a default has occurred under this
Agreement, all payments made by or on behalf of Owner and all credits due to
Owner from the disposition of the Collateral or otherwise may be applied against
the amounts paid by Lender (including attorneys' fees and legal expenses) in
connection with the exercise of its rights or remedies described in this
Agreement and any interest thereon and then to the payment of the remaining
Obligations in whatever order Lender chooses.

22. REIMBURSEMENT OF AMOUNTS EXPENDED BY LENDER. Owner shall reimburse Lender
for all amounts (including attorneys' fees and legal expenses) expended by
Lender in the performance of any action required to be taken by Owner or the
exercise of any right or remedy belonging to Lender under this Agreement,
together with interest thereon at the lower of the highest rate described in any
promissory note or credit agreement executed by Borrower or Owner to Lender or
the highest rate allowed by law from the date of payment until the date of
reimbursement. These sums shall be included in the definition of Obligations,
shall be secured by the Collateral identified in this Agreement and shall be
payable upon demand. Lender has no duty to take any action to protect the value
of the Collateral or to exercise any rights of the Owner with respect to the
Collateral.

23. ASSIGNMENT. Owner shall not be entitled to assign any of its rights,
remedies or obligations described in this Agreement without the prior written
consent of Lender. Consent may be withheld by Lender in its sole discretion.
Lender shall be entitled to assign any of its rights and remedies described in
this Agreement without notice to or the prior consent of Owner.

24. MODIFICATION AND WAIVER. The modification or waiver of any of Owner's
obligations or Lender's rights under this Agreement must be contained in a
writing signed by Lender. Lender may perform any of Owner's obligations or delay
or fail to exercise any of its rights without causing a waiver of those
obligations or rights. A waiver on one occasion shall not constitute a waiver on
any other occasion. Owner's obligations under this Agreement shall not be
affected if Lender amends, compromises, exchanges, fails to exercise, impairs or
releases any of the obligations belonging to any Owner or third party or any of
its rights against any Owner, third party, Collateral, or any other property
securing the Obligations. Owner waives any right it may have to require Lender
to pursue any third person for any of the Obligations.

25. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to
the benefit of Owner and Lender and their respective successors, assigns,
trustees, receivers, administrators, heirs, personal representatives, legatees,
and devisees.

26. NOTICES. Any notice or other communication to be provided under this
Agreement shall be in writing and mailed to the parties at the addresses
described in this Agreement or such other address as the parties may designate
in writing from time to time.

27. SEVERABILITY. If any provision of this Agreement violates the law or is
unenforceable, the rest of the Agreement shall remain valid.


<PAGE>


28. APPLICABLELAW. This Agreement shall be governed by the laws of the state
indicated in Lender's address, except to the extent that the Uniform Commercial
Code, presently or as hereafter amended or replaced, provides for the
application of the law of the state of Owner's location, as indicated in
paragraph 5. Unless applicable law provides otherwise, Owner consents to the
jurisdiction and venue of any court located in such state selected by Lender in
the event of any legal proceeding under this Agreement.

29. COLLECTION COSTS. To the extent permitted by law, Owner agrees to pay all
costs of collection and attorneys' fees in realizing on the Collateral.

30. MISCELLANEOUS. This Agreement is executed for commercial purposes. Owner
shall supply information regarding Owner's business operations and financial
condition or the Collateral in the form and manner as requested by Lender from
time to time. All information furnished by Owner to Lender shall be true,
accurate and complete in all respects. Owner and Lender agree that time is of
the essence. Owner waives presentment, demand for payment, notice of dishonor
and protest except as required by law. All references to Owner in this Agreement
shall include all parties signing below. If there is more than one Owner, their
obligations under this Agreement shall be joint and several. This Agreement
shall remain in full force and effect until Lender provides Owner with written
notice of termination. This Agreement represents the complete and integrated
understanding between Owner and Lender regarding the terms hereof.

31. WAIVER OF JURY TRIAL. LENDER AND OWNER HEREBY WAIVE ANY RIGHT TO A TRIAL BY
JURY IN ANY CIVIL ACTION ARISING OUT OF, OR BASED UPON, THIS SECURITY AGREEMENT.

32. WAIVER OF O.C.G.A. SECTION 10-7-24: OWNER WAIVES ALL RIGHTS UNDER SECTION
10-7-24 OF THE OFFICIAL CODE OF GEORGIA ANNOTATED, INCLUDING ANY RIGHT TO
REQUIRE LENDER TO PROCEED AGAINST BORROWER.

33. ADDITIONAL TERMS:



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OWNER ACKNOWLEDGES THAT OWNER HAS READ, UNDERSTANDS, AND AGREES TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT. OWNER ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF
THIS AGREEMENT.


Dated: September 11, 2001

OWNER: AMERICAN CONSUMERS, INC.             OWNER: AMERICAN CONSUMERS, INC.
       SHOP RITE SUPERMARKETS                      SHOP RITE SUPERMARKETS

By:  /s/ Michael A. Richardson              By:  /s/ Paul R. Cook
     --------------------------------            ------------------------------
MICHAEL A. RICHARDSON                       PAUL R COOK
President                                   EXECUTIVE VICE PRESIDENT


OWNER:                                      OWNER:


-------------------------------------       -----------------------------------


OWNER:                                      OWNER:


-------------------------------------       -----------------------------------


OWNER:                                      OWNER:


-------------------------------------       -----------------------------------


<PAGE>


                                   SCHEDULE A

ALL ACCOUNTS RECEIVABLE, INVENTORY, MACHINES & EQUIPMENT, FURNITURE & FIXTURES,
NOW EXISTING OR HEREAFTER ACQUIRED; OR ANY SUBSTITUTIONS.

                                   SCHEDULE B

Record Owner Name:

                                   SCHEDULE C

                                   SCHEDULE D