Collateral Assignment of Deposit                                 [WACHOVIA LOGO]

Primary Borrower:  American Consumers, Inc.        Acct. No.:   XX XXX XXX XXX X

     The undersigned, American Consumers, Inc. (hereinafter collectively and/or
individually referred to as "Pledgor") for value received and in consideration
of extensions of credit as may from time to time be made by Wachovia Bank, N.A.,
a national banking association (hereinafter referred to as "Lender"), to
Pledgor, either directly or indirectly, and/or American Consumers, Inc.
(hereinafter collectively and/or individually referred to as "Borrower"), and to
secure any existing or future indebtedness, liability or obligation whatsoever
of Pledgor and/or Borrower to Lender, whether absolute or contingent, and
whether incurred as principal, maker, endorser, surety, account party or
otherwise (hereinafter collectively referred to as the "Obligations"), Pledgor
hereby pledges, transfers, sets over, assigns and conveys to Lender, and grants
Lender a security interest in and on Certificate of Deposit account number
XXXXXXX standing in the Pledgor's name on the books of Wachovia Bank, N.A.
(hereinafter referred to as "Financial Institution") and all Pledgor's right,
title, equity and interest therein, including, without limitation, all interest
now or hereafter accruing thereon, together with any renewals, replacements
and/or substitutions thereof, or any portion thereof and any deposits hereafter
made therein or in any renewals, replacements and/or substitutions thereof and
any and all proceeds of the foregoing (hereinafter collectively referred to as
the "Collateral"). Notwithstanding anything to the contrary contained herein,
the Collateral shall not secure such Obligations of Pledgor and Borrower to
Lender that are (i) subject to, the disclosure requirements of the Truth in
Lending Act and Federal Reserve Board Regulation Z or (ii) that are extended for
personal, family or household purposes and are subject to any state consumer
protection laws, or (iii) that are subject to the limitations specified in North
Carolina General Statutes Section 24-11, as amended from time to time, unless
specified to the contrary on the appropriate evidence of the Obligations.
Pledgor hereby irrevocably constitutes and appoints Lender its attorney in fact
to transfer said Collateral on the books of the Financial Institution, with full
power of substitution and transfer, including full power and authority to demand
and receive such Collateral, or to transfer it into Lender's name. As used
herein, the term "Obligor" shall mean any endorser, surety or guarantor of the
Obligations.

     Pledgor agrees that all or any part of the Collateral, including any
interest accrued thereon, may be redeemed, appropriated and applied to the
payment of the Obligations (even if such application and redemption shall result
in a penalty for early withdrawal), whether or not the Obligations or any part
thereof is due or payable.

     In the event a Borrower is named in the first paragraph, Pledgor consents
that, at any time, and from time to time, either with or without consideration,
the whole or any part of any security now or hereafter held for any Obligations
may be exchanged, compromised, or surrendered; the time or place of payment of
any Obligations or of any security thereof may be changed or extended, in whole
or in part, to a time certain or otherwise, and may be renewed or accelerated,
in whole or in part; Borrower may be granted indulgences generally; any of the
provisions of any note or other instrument evidencing any Obligations or any
security therefor may be modified or waived; any party liable for the payment
thereof may be granted indulgences or released; the death, termination of
existence, bankruptcy, insolvency, incapacity, lack of authority or disability
of Borrower or any Obligor shall not affect the obligations of Pledgor hereunder
and no claim need be asserted against the personal representative, guardian,
custodian, trustee or debtor in bankruptcy or receiver of any deceased,
incompetent, bankrupt or insolvent Borrower or Obligor; any deposit balance to
the credit of Borrower, Obligor or any party liable upon any security therefor
may be released, in whole or in part, at, before and/or after the stated,
extended or accelerated maturity of any Obligations; and Lender may release,
discharge, compromise or enter into any accord and satisfaction with respect to
any collateral for the Obligations, or the liability of Borrower or Obligor, all
without notice to or further assent by Pledgor, who shall remain bound hereon,
notwithstanding any such exchange, compromise, surrender, extension, renewal,
acceleration, modification, indulgence, release, discharge or accord and
satisfaction. Further, Pledgor expressly waives: (i) notice of acceptance of
this Agreement and all extensions or renewals of credit or other financial
accommodations to Borrower; (ii) presentment and demand for payment of any of
the Obligations; (iii) protest and notice of dishonor or of default to Borrower,
Obligor or to any other party with respect to any of the Obligations or with
respect to any security therefor; (iv) any invalidity or disability in whole or
in part at the time of the acceptance of, or at any time with respect to, any
security for the Obligations or with respect to any party primarily or
secondarily liable for the payment of the Obligations to Lender; (v) the fact
that any security for the Obligations may at any time or from time to time be in
default or be inaccurately estimated or may deteriorate in value for any cause
whatsoever; (vi) any diligence in the creation or perfection of a security
interest or collection or protection of or realization upon the Obligations or
any security therefor, any liability hereunder, or any party primarily or
secondarily liable for the Obligations or any lack of commercial reasonableness
in dealing with any security for the Obligations; (vii) any duty or obligation
on the part of Lender to ascertain the extent or nature of any security for the
Obligations, or any insurance or other rights respecting such security, or the
liability of any party primarily or secondarily liable for the Obligations, or
to take any steps or action to safeguard, protect, handle, obtain or convey
information respecting, or otherwise follow in any manner, any such security,
insurance or other rights; (viii) any duty or obligation of Lender to proceed to
collect the Obligations

<PAGE>

from, or to commence an action against, Borrower, Obligor, or any other person,
or to resort to any security or to any balance of any deposit account or credit
on the books of Lender in favor of Borrower, Obligor, or any other person,
despite any notice or request of Pledgor to do so; (ix) any rights of Pledgor,
if any, pursuant to Official Code of Georgia Section 10-7-24 if Georgia law is
applicable to this Agreement or North Carolina General Statutes Section 26-7 if
North Carolina law is applicable to this Agreement or any similar or subsequent
law or Sections 49-25 and 49-26 of the Code of Virginia (1950) if Virginia law
is applicable to this Agreement or any similar or subsequent law; (x) to the
extent not prohibited by law, all rights of redemption, stay, appraisal, or
rights which would deny Lender a deficiency judgment which Pledgor now has or
may at any time in the future have under any rule of law or statute now existing
or hereafter enacted; (xi) except as otherwise expressly provided herein, all
other notices to which Pledgor might otherwise be entitled; (xii) any defense as
to invalidity or unenforceability of any Obligation; (xiii) all rights of
subrogation, indemnity, reimbursement or other claims against Borrower and all
rights of recourse against any property of Borrower arising out of or related to
any application of the proceeds of the Collateral to reduce the amount owing by
Borrower under the Obligations; and (xiv) any other legal or equitable defenses
whatsoever to which Pledgor might otherwise be entitled. In addition, Pledgor
hereby agrees and acknowledges that Lender, Borrower and Obligor have not made
any representations or warranties with respect to: (i) Borrower or Obligor or
the financial condition or solvency of Borrower or Obligor, or (ii) the value or
nature of any collateral in which the Lender may have been granted a security
interest.

     This Collateral Assignment shall be in full force and effect until all of
the Obligations to Lender have been indefeasibly paid in full and such payments
are no longer subject to rescission, recovery or repayment upon the bankruptcy,
insolvency, reorganization, moratorium, receivership or similar proceeding
affecting Pledgor, Borrower or Obligor, and Lender shall not be obligated to
extend any further Obligations and has terminated this Assignment in writing.

     This Collateral Assignment shall be governed by and construed and
interpreted in accordance with the laws of the State of Georgia and any
applicable federal law.

     IN WITNESS WHEREOF, the Pledgor has caused this Collateral Assignment to be
executed under seal this 16th day of November, 1998.

If Pledgor is a corporation:                   American Consumers. Inc.
                                               ---------------------------------
                                                Name of Corporation
(Corporate Seal to be affixed here)

Attest:  -----------------------------         By: /s/ Michael A. Richardson    
         Secretary/Assistant Secretary         ---------------------------------
                                                       Michael A. Richardson
                                               Title:  President            
                                                       -------------------------


If Pledgor is a partnership:                                              (SEAL)
                                               ---------------------------
                                               Name of Partnership

                                               By: 
                                                   -----------------------------
                                                       General Partner

                                               By:  
                                                   -----------------------------
                                                       General Partner

If Pledgor is an individual/sole proprietor:

                                                                          (SEAL)

--------------------------------------         ---------------------------------
PLEDGOR'S Social Security Number                     Signature

                                                                          (SEAL)
--------------------------------------         ---------------------------------
PLEDGOR'S Social Security Number                     Signature


<PAGE>

                          ACKNOWLEDGEMENT OF ASSIGNMENT

     The Undersigned consents to, acknowledges and accepts service of the above
and foregoing assignment, and agrees to make payments to Wachovia Bank, N.A., in
accordance with the terms of said assignment, and the undersigned recognizes and
accepts the above assignment as valid and binding upon the undersigned
notwithstanding any term or language to the contrary specified on or governing
the Collateral including, but not limited to, any statement of
non-transferability. In addition, the undersigned (if other than Wachovia Bank,
N.A.) waives all claims, charges and or rights it has or may hereafter have
against the Collateral, including, but not limited to, any statutory or
contractual right or claim of offset or lien resulting from any transaction
which involves the Collateral or which arises out of any relationship that the
undersigned has or may hereafter have with any owner of the Collateral.

     The value of said account on the undersigned's books as of
_____________________________________, is $_____________________________ and
there have been no withdrawals since that date. The undersigned's records do not
disclose any liens or claims of any kind against said account except
__________________________________. This __________ day of
________________________, ____________.



                                By:  _____________________________________(SEAL)

                                Title:_____________________________________


                                By:  _____________________________________(SEAL)

                                Title:_____________________________________


                              RELEASE OF ASSIGNMENT

The  foregoing  assignment  is  hereby  released  as  of  the  ________  day  of
___________________, ________.

                                       Wachovia Bank, N.A.

                                 By:____________________________________________

                                 Title:_________________________________________

<PAGE>

Collateral Substitution                                          [WACHOVIA LOGO]
Agreement

                                                          Date November 16, 1998


For the purposes of this Agreement,  the term "Pledgor," shall mean the party or
parties who own and have pledged the collateral  referenced herein to secure the
indebtedness referenced below. If Pledgor is not the Borrower, then the Borrower
must also evidence this Agreement through his signature below.

     This Collateral Substitution Agreement entered into by and between American
Consumers, Inc. (hereinafter the "Pledgor") and Wachovia Bank, N.A. (hereinafter
the "Lender").

     WHEREAS, Pledgor and/or Borrower did on the 5th day of December, 1997,
execute and deliver to Lender a promissory note in the original Principal amount
of Eight Hundred Thousand and 00/100 -- dollars, maturing on _________________
(hereinafter the "Note") secured by certain collateral, a portion of which is as
follows:

         Certificate of Deposit #XXXXXXX

(hereinafter the "Collateral"); and

     WHEREAS, Pledgor and Borrower now request that Lender release said
Collateral and that the following property be substituted in its place:
Certificate of Deposit #XXXXXXX (hereinafter the "New Collateral").

     NOW THEREFORE, in consideration of $1.00 in hand paid by the Pledgor to the
Lender, receipt of which is hereby acknowledged, and in further consideration of
the mutual covenants and agreements between the parties hereto, it is agreed
that:

     1. The Collateral will be released upon delivery by Pledgor to Lender of
the New Collateral, which is substituted in the place and stead of the
originally pledged collateral.

     2. The New Collateral is the Pledgor's property and title to it is vested
in Pledgor and Pledgor makes the same representations as to the New Collateral
as if it had been originally pledged as security for payment of the Note and the
New Collateral is and shall be subject to each and every term and condition of
the Note and of any security agreement executed in connection therewith, if
applicable, as if the New Collateral had been pledged had been pledged as
security for the payment of the Note at the time of its execution and delivery.

     3. Pledgor will sign such financing statement or statements or other
documents, in form satisfactory to Lender, which Lender may at any time wish to
file in order to perfect or maintain perfection of its security interest in the
New Collateral or any other property at any time hereafter pledged by Pledgor to
Lender and shall reimburse Lender for the costs of filing same. Pledgor will
execute and/or deliver to Lender any instrument, invoice, document, assignment,
receipt or other writing or do such other acts which may be necessary or
appropriate, in the sole judgement of Lender, to carry out the terms of this
Agreement, and to perfect its security interest in and facilitate the collection
of the New Collateral, the proceeds thereof, and any other property constituting
security to Lender.

     IN WITNESS WHEREOF, Pledgor, Borrower (if Pledgor and Borrower are not one
and the same) and Lender have caused this Agreement to be signed and sealed, as
of the day and year first above written.



                      Execution continues on reverse side.

<PAGE>


                         Pledgor:  /s/ Michael A. Richardson, President   (SEAL)
                                   ------------------------------------   
                                  American Consumers, Inc.

                         Pledgor:                                         (SEAL)
                                  ----------------------------------------

                         Borrower:                                        (SEAL)
                                  ----------------------------------------


                         Borrower:                                        (SEAL)
                                  ----------------------------------------

                         Wachovia Bank, N.A.


                         By:  /s/ Gary E. Brown                           (SEAL)
                              --------------------------------------------
                                  Gary E. Brown
                         Title:  Assistant Vice President                 (SEAL)
                              --------------------------------------------


For Bank Use Only:

Please Print:

Bank Name        Gary E. Brown         Banker Phone Number  706-275-8222  
          ----------------------------                      --------------------
Banker Number      XXXXX               Banker Fax Number    706-272-7029        
              ------------------------                      --------------------
Account Number    XXX XXX XXX XXX X    Decisioning Lender Number
              ------------------------                 (VA Only)
Borrower(s)   American Consumers, Inc.                           ---------------
              ------------------------