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




                        November 20, 1998



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 October 1,
1999 (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
7.75%,  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 December 1, 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 


                                       1
<PAGE>

Bank. The Bank lends at interest rates above and below the Prime Rate.

2. Use Of  Proceeds:  The line of credit  will be used by  Borrower  for general
short term working capital purposes.

3. Principal  Repayment:  The principal of the line of credit will be payable on
demand,  and if no demand is made,  then on October 1, 1999.  The line of credit
shall be paid down to the minimum amount of $405,200.00 for 30 consecutive  days
during the term of this commitment.

4.  Collateral:  The  commitment  will  be  secured  by a  Wachovia  Bank,  N.A.
certificate of deposit in a minimum amount of $405,200.

5. 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.

6.  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.

7.  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 


                                       2
<PAGE>

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.

8. Costs: Borrower agrees to pay all of the costs,  expenses, and fees ($200.00)
incurred in connection with the negotiation, preparation for, and closing of the
loan herein committed, whether or not the committed loan is closed.

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

10. Non-Assignability: This commitment is not assignable and no party other than
Borrower is entitled to rely on this commitment.

11.  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.

12.  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.

13.  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  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 


                                       3
<PAGE>

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.

14. 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 1, 1998,  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 1, 1998 or it will be considered null and void.


Very truly yours,



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

Accepted this 23rd day of November, 1998

American Consumers, Inc.


By:  /s/ MICHAEL A. RICHARDSON

Title:  PRESIDENT

By:  /s/ REBA S. SOUTHERN

Title:  SECRETARY




                                       4