COMMERCIAL SECURITY AGREEMENT

LENDER
Northwest Georgia Bank
POST OFFICE BOX 5377
FT OGLETHORPE, GA 30742
(706) 861-3010

BORROWER
American Consumers, Inc.
Shop Rite Supermarkets
418 Alamar Street
Ft Oglethorpe, GA 30741
(706) 861-3347    ID No. 58-1033765

OWNER
American Consumers, Inc.
Shop Rite Supermarkets
418 Alamar Street
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 whether now or hereafter  existing or now owned or hereafter
acquired by Owner and wherever located shall constitute the "Collateral":

     [_]  All accounts and contract  rights  including,  but not limited to, any
          accounts and contract  rights  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 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  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;

All policies of insurance pertaining to any of the above as well as any proceeds
and unearned premiums pertaining to such policies; and

All books and records pertaining to any of the above.

4. OWNERS  TAXPAYER  INDENTIFICATION.  Owner's Social security number or federal
taxpayer identification number is: 58-1033765.

5.  RESIDENCY/LEGAL  STATUS.  [_] Owner is an  individual  and a resident of the
state of: _____________.

[X] Owner is a Corporation duly organized, validly existing and in good standing
under the laws of the state of Georgia .

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

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

(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 biphenyl: (iv) those substances,  materials
     or wastes designated as a "hazardous  substance" pursuant to Section 311 of
     the Clean

<PAGE>

     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 substance,  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  law  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 chief executive office,  chief place of business,  office where its
     business  records  relating to the  Collateral  or residence is the address
     identified  above.  During the four month  period prior to the date hereof,
     the  Collateral  is located and has been  located at the 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;

(d)  Owner  shall  not  become  a party to any  restructuring  of it its form of
     business  or  participate  in any  consolidation,  merger,  liquidation  or
     dissolution without Lender's prior written consent;

(e)  Owner shall notify  Lender of the nature of any intended  change of Owner's
     name, or the use of any trade name, and the effective date of such change;

(f)  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;

(g)  Owner  shall  defend the  Collateral  against all claims and demands of all
     persons at any time claiming any interest therein;

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

(j)  All of Owners  accounts  or  contract  rights;  chattel  paper;  documents;
     general intangibles; instruments; 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;

(k)  Owner  shall not amend,  modify,  replace,  or  substitute  any  account or
     contract right; chattel paper; document;  general intangible; or instrument
     constituting the Collateral without the prior written consent of Lender;

(l)  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
     statue,  regulation,  ordinance,  rule of law,  contract or other agreement
     which may now or hereafter be binding on Owner;

(m)  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 effect the Collateral;

(n)  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;

(o)  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;

(p)  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

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

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

(s)  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

<PAGE>

     property at any time: and, parties other than Borrower may be or may become
     obligated under the Obligations; and

(t)  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 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 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. INQUIRES 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
(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  or  if  the  instruments  or  other  remittances
constitute  the  prepayment  of any  indebtedness  following  the giving of such
notification or if the instrument 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 its other
property,   endorse  the  instruments  and  other  remittances  to  Lender,  and
immediately  provided  Lender  with  possession  of the  instruments  and  other
remittances.  Lender shall be entitled,  but not required,  to collect (by legal
proceeding or otherwise), extend the liens 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

<PAGE>

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.

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 n/a
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,  canceling  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 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 of 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.

<PAGE>

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;

     (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. 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.

<PAGE>

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.

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.

28.  APPLICABLELAW.  This  Agreement  shall be governed by the laws of the state
indicated in Lender's address.  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.

<PAGE>

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:


--------------------------------------------------------------------------------
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: June 1, 2001

OWNER:    American Consumers, Inc.         OWNER:    American Consumers, Inc.
          Shop Rite Supermarkets                     Shop Rite Supermarkets

By:  /s/ Paul R. Cook                           By:  /s/ Michael A. Richardson
   -------------------------------                 -----------------------------
     Paul R. Cook                                    Michael A. Richardson
     Executive V. P. and Treasurer                   CEO, President


OWNER:                                     OWNER:


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


<PAGE>

                                   SCHEDULE A

Deposit  Account No.  xx-xxxxxx-xx  in the amount of $100,000.00 on deposit with
Lender
NWGH CHECKING ACCOUNT N0.  xx-xxxxxx-xx IN THE NAME OF AMERICAN  CONSUMERS INC.,
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