PROMISSORY
NOTE





Principal
                          $60,470.00
                        Loan
      Date
                          02-24-2009
                        Maturity
                          03-10-2014
                        Loan
      No.
                        Call/Coll
                          452
                        Account
                        Officer
                          086
                        InitialsReferences
      in the boxes above are for Lender's use only and do not limit the
      applicability of this document to any particular loan or
item.
                          Any
      item above containing "* * *" has been omitted due to text length
      limitations.





Borrower:
                    AMERICAN
      CONSUMERS INC DBA SHOP RITE
                      55
      HANNAH WAY
                      ROSSVILLE,
      GA  30741
                    Lender:
                    GATEWAY
      BANK & TRUST
                      Main
                      5102
      Alabama Hwy
                      Ringgold,
      GA  30736
                      (706)
      965-5500




Principal
      Amount:   $60,470.00
            Date
      of Note:  February 24,
2009





PROMISE TO PAY. AMERICAN
CONSUMERS, INC. DBA SHOP RITE ("Borrower") promises to pay to GATEWAY BANK &
TRUST ("Lender"), or order, in lawful money of the United States of America, the
principal amount of Sixty Thousand Four Hundred Seventy & 00/100 Dollars
($60,470.00), together with interest on the unpaid principal balance from
February 24, 2009, until paid in full.





PAYMENT.  Subject to
any payment changes resulting from changes in the Index, Borrower will pay this
loan in 60 payments of $1,174.39 each payment.  Borrower’s first
payment is due April 10, 2009, and all subsequent payments are due on the same
day of each month after that.  Borrower’s final payment will be due on
March 10, 2014, and will be for all principal and all accrued interest not yet
paid.  Payments include principal and interest.  Unless
otherwise agreed or required by applicable law, payments will be applied first
to any accrued unpaid interest; then to principal; then to any unpaid collection
costs; and then to any late charges. Borrower will pay Lender at Lender's
address shown above or at such other place as Lender may designate in
writing.





VARIABLE INTEREST
RATE.  The interest rate on this Note is subject to change from
time to time based on changes in an independent index which is the Wall Street
Journal Prime Rate (the "Index").  The Index is not necessarily the
lowest rate charged by Lender on its loans.  If the Index becomes
unavailable during the term of this loan, Lender may designate a substitute
index after notifying Borrower.  Lender will tell Borrower the current
Index rate upon Borrower's request.  The interest rate change will not
occur more often than each month.  Borrower understands that Lender
may make loans based on other rates as well.  The Index currently is 3.250% per
annum. The interest rate to be applied to the unpaid principal balance of
this Note will be calculated as  described in  the “INTEREST
CALCULATION METHOD” paragraph  using  a rate of 0.500
percentage points over the Index, adjusted if necessary for any minimum and
maximum rate limitations described below, resulting in an initial annual rate of
simple interest, based on a year of 360 days, of 6.000%.  NOTICE:
Under no circumstances will the interest rate on this Note be less than 6.000%
per annum or more than the maximum rate allowed by applicable
law.  Whenever increases occur in the interest rate, Lender, at its
option, may do one or more of the following: (A) increase Borrower’s payments to
ensure Borrower’s loan will pay off by its original final maturity date, (B)
increase Borrower’s payments to cover accruing interest, (C) increase the number
of Borrower’s payments, and (D) continue Borrower’s  payments at the
same amount and increase Borrower’s final payment.





INTEREST CALCULTION
METHOD.  Interest on this Note is computed on a 365/360 basis;
that is, by applying the ratio of the interest rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by the actual number
of days the principal balance is outstanding.  All interest payable
under this Note is computed using this method.





PREPAYMENT; MINIMUM INTEREST
CHARGE.  Borrower agrees that all loan fees and other prepaid
finance charges are earned fully as of the date of the loan and will not be
subject to refund upon early payment (whether voluntary or as a result of
default), except as otherwise required by law.  In any event, even
upon full prepayment of this Note, Borrower understands that Lender is entitled
to a minimum interest charge of $ 10.00.  Other than Borrower's
obligation to pay any minimum interest charge, Borrower may pay without penalty
all or a portion of the amount owed earlier than it is due.  Early
payments will not, unless agreed to by Lender in writing, relieve Borrower of
Borrower's obligation to continue to make payments under the payment
schedule.  Rather, early payments will reduce the principal balance
due and may result in Borrower’s making fewer payments.  Borrower
agrees not to send Lender payments marked "paid in full", "without recourse", or
similar language.  If Borrower sends such a payment, Lender may accept
it without losing any of Lender's rights under this Note, and Borrower will
remain obligated to pay any further amount owed to Lender.  All
written communications concerning disputed amounts, including any check or other
payment instrument that indicates that the payment constitutes "payment in full"
of the amount owed or that is tendered with other conditions or limitations or
as full satisfaction of a disputed amount must be mailed or delivered to:
GATEWAY BANK & TRUST, Main, 5102 Alabama Hwy, Ringgold, GA
30736.





LATE CHARGE.  If a
payment is 10 days or more late, Borrower will be charged 10.000% of the unpaid
portion of the regularly scheduled payment or $10.00, whichever is greater,
regardless of any partial payments Lender has received.





INTEREST AFTER
DEFAULT.  Upon default, including failure to pay upon final
maturity, the total sum due under this Note will continue to accrue interest at
the interest rate under this Note.  However, in no event will the
interest rate exceed the maximum interest rate limitations under applicable
law.





DEFAULT.  Each of
the following shall constitute an event of default ("Event of Default") under
this Note:





Payment
Default. Borrower fails to make any payment when due
under this Note.





Other
Defaults. Borrower fails to comply with or to
perform any other term, obligation, covenant or condition contained in this
Note or in any of the related documents or to comply with or to perform any
term, obligation, covenant or condition contained in any other
agreement between Lender and Borrower.





Default in Favor of Third
Parties. Borrower or any Grantor
defaults under any loan, extension of credit, security agreement,
purchase or sales agreement, or any other agreement, in favor of any other
creditor or person that may materially affect any of Borrower's property or
Borrower's ability to repay this Note or perform Borrower's obligations
under this Note or
any of the related documents.





False Statements. Any
warranty, representation or statement made or furnished to Lender by Borrower or
on Borrower's behalf under this Note or the related documents is false or
misleading in any material respect, either now or at the time made or furnished
or becomes false or misleading at any time thereafter.




Insolvency. The dissolution or
termination of Borrower's existence as a going business, the insolvency of
Borrower, the appointment of a receiver for any part of Borrower's property, any
assignment for the benefit of creditors, any type of creditor workout, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or
against Borrower.





Creditor or Forfeiture
Proceedings. 
Commencement of foreclosure or forfeiture proceedings, whether by judicial
proceeding, self-help, repossession or any other method,
by any creditor of Borrower or by any governmental agency against any
collateral securing the loan.  This
includes a garnishment of any of Borrower's accounts,
including deposit accounts, with Lender.  However, this
Event of Default shall not apply if there is a good faith dispute by
Borrower as to the validity or reasonableness of
the claim which is the basis of the creditor or forfeiture
proceeding and
if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety
bond for the creditor or forfeiture proceeding, in an amount
determined by Lender, in its sole discretion, as being an adequate
reserve or bond for the dispute.





Events Affecting Guarantor.
Any of the preceding events occurs with respect to any Guarantor of any of the
indebtedness or any Guarantor dies or
becomes incompetent, or revokes or disputes the validity of, or liability under,
any guaranty of the indebtedness evidenced by this Note.





Change In
Ownership. Any change in ownership of twenty-five
percent (25%) or more of the common stock of Borrower.





Adverse Change. A
material adverse change occurs in
Borrower's financial condition, or Lender believes the prospect of payment
or performance of this Note is impaired.





Insecurity. Lender in good faith believes itself insecure.





LENDER'S
RIGHTS.  Upon default, Lender may declare the entire unpaid
principal balance under this Note and all accrued unpaid interest immediately
due, and then Borrower will pay that amount.





ATTORNEYS' FEES;
EXPENSES.  Lender may hire or pay someone else to help collect
this Note if Borrower does not pay.  Borrower will pay Lender that
amount.  This includes, subject to any limits under applicable law,
Lender's costs of collection, including court costs and fifteen percent (15%) of
the principal plus accrued interest as attorneys' fees, if any sums owing under
this Note are collected by or through an attorney at law, whether or not there
is a lawsuit, and legal expenses for bankruptcy proceedings (including efforts
to modify or vacate any automatic stay or injunction), and
appeals.  If not prohibited by applicable law, Borrower also will pay
any court costs, in addition to all other sums provided by law.





GOVERNING LAW.  This
Note will be governed by federal law applicable to Lender and, to the extent not
preempted by federal law, the laws of the State of Georgia without regard to its
conflicts of law provisions.  This Note has been accepted by Lender in
the State of Georgia.










PROMISSORY
      NOTE
                (Continued)Page
      2








DISHONORED ITEM
FEE.  Borrower will pay a fee to Lender of $ 15.00 or five
percent (5%) of the face amount of the check, whichever is greater, if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.





RIGHT OF SETOFF.  To
the extent permitted by applicable law, Lender reserves a right of setoff in all
Borrower's accounts with Lender (whether checking, savings, or some other
account).  This includes all accounts Borrower holds jointly with
someone else and all accounts Borrower may open in the
future.  However, this does not include any IRA or Keogh accounts, or
any trust accounts for which setoff would be prohibited by
law.  Borrower authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on the indebtedness against
any and all such accounts, and, at Lender's option, to administratively freeze
all such accounts to allow Lender to protect Lender's charge and setoff rights
provided in this paragraph.





COLLATERAL.  Borrower
acknowledges this Note is secured by UCC FILING ON ALL BUSINESS ASSETS, INCLUDED
BUT NOT LIMITED TO: ACCOUNTS, A/R, CASH FLOW, INVENTORY, FURNITURE, FIXTURES,
EQUIPMENT, MACHINERY, COMPUTERS, REGISTERS, LEASEHOLD IMPROVEMENTS, AND
ASSIGNMENT ON CD#XXXXXXXX WITH APPROXIMATE BALANCE OF $304,923.44.





SUCCESSOR
INTERESTS.  The terms of this Note shall be binding upon
Borrower, and upon Borrower's heirs, personal representatives, successors and
assigns, and shall inure to the benefit of Lender and its  successors
and assigns.





GENERAL
PROVISIONS.  If any part of this Note cannot be enforced, this
fact will not affect the rest of the Note.  Lender may delay or forgo
enforcing any of its rights or remedies under this Note without losing
them.  Borrower and any other person who signs, guarantees or endorses
this Note, to the extent allowed by law, waive presentment, demand for payment,
and notice of dishonor.  Upon any change in the terms of this Note,
and unless otherwise expressly stated in writing,  no party who signs
this Note,  whether as maker,  guarantor, accommodation
maker or endorser, shall be released from liability.  All such parties
waive any right to require Lender to take action against any other party who
signs this Note as provided in O.C.G.A.  Section 10-7-24 and agree
that Lender may renew or extend (repeatedly and for any length of time) this
loan or release any party or guarantor or collateral; or impair, fail to realize
upon or perfect Lender's security interest in the collateral; and take any other
action deemed necessary by Lender without the consent of or notice to
anyone.  All such parties also agree that Lender may modify this loan
without the consent of or notice to anyone other than the party with whom the
modification is made.  The obligations under this Note are joint and
several.





THIS
NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL
CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO
LAW.








BORROWER:




AMERICAN
      CONSUMERS INC DBA SHOP RITEBy:
                    /s/
      Michael A. Richardson
                    (Seal)
                    By:
                    /s/
      Paul R. Cook
                    (Seal)MICHAEL A.
      RICHARDSON,  President of
                    
                    
                    PAUL R.
      COOK,  Chief  Financial  Officer  ofAMERICAN
      CONSUMERS INC DBA SHOP RITE
                    
                    
                    AMERICAN
      CONSUMERS INC DBA SHOP RITE