April 15, 2001


     THIS LEASE,  made this 15th day of April,  2001, by and between  Barbara S.
Hale, first party (hereinafter called "Landlord"): and American Consumers, Inc.,
second party, (hereinafter called "Tenant"):


                              W I T N E S S E T H:

Premises

     1.  The  Landlord,  for  and  in  consideration  of the  rents,  covenants,
agreements and stipulations  hereinafter mentioned,  reserved, and contained, to
be paid, kept and performed by the Tenant,  has leased and rented,  and by these
presents  does lease and rent,  unto the said  Tenant,  and said  Tenant  hereby
agrees to lease and take upon the terms and conditions which hereinafter appear,
the following described property (hereinafter called "Premises"), to wit:

                              6555 Highway 41
                              Jasper, Marion County, Tennessee 37347

Term

     2. To have  and  hold  the  same  for an  initial  term of five  (5)  years
beginning  on the 28th day of April,  2001 and ending on the 30th date of April,
2006, at midnight, unless sooner terminated as hereinafter provided.

Renewal Term

     3. Tenant is hereby granted three (3) options to renew this Lease.  Each of
the options may be exercised by giving  Landlord thirty (30) days written notice
prior to the expiration of the initial term or any renewal term.

     The options are as follows:

                                                               MONTHLY
OPTION                    TERM                                 RENTAL
------                    ----                                 ------

   1             May l, 2006 - April 30, 2014                 $6,256.00
   2             May 1, 2014 - April 30, 2019                 $7,300.00
   3             May 1, 2019 - April 30, 2024                 $8,333.33

<PAGE>

Rental

     4. Tenant agrees to pay Landlord promptly on the first day of each month in
advance,  during  the term of this  Lease a  monthly  rental of  $5,200.00.  The
obligation  to pay rent shall begin May 1, 2001.  Rental of $347.00 will be paid
for April  29th and April  30th.  Tenant  may not  either  remain  behind in his
payments  or  routinely  get behind in making a payment.  More than one (1) late
payment  within a twelve  (12)  month  period  will  constitute  default  of the
agreement at the option of the  landlord.  All payments  more than ten (10) days
late  will bear an  interest  charge of 18% per  annum  until  paid in full.  In
addition,  any late  charges  or other  expenses  resulting  from the  action or
inaction of the Tenant and which are paid by the Landlord  would be charged back
to the Tenant in the next monthly rent payment.

Utility Bills

     5. Tenant shall pay all utility bills,  including but not limited to water,
sewer, gas, electricity,  fuel, light and heat bills for the leased premises and
Tenant shall pay all charges for garbage  collection  services or other sanitary
services  rendered  to the  leased  premises  or used by  Tenant  in  connection
therewith.  If Tenant  fails to pay any of said  utility  bills or  charges  for
garbage  collection or other  sanitary  services,  Landlord may pay the same and
such payment may be added to the rental of the premises  next due as  additional
rental.

Maintenance of Premises

     6. Landlord,  at its expense and risk, shall maintain and repair (including
all  necessary  replacements)  the roof,  foundation,  underground  or otherwise
concealed  plumbing,  structural  soundness  of the  exterior  walls,  excluding
windows and doors,  and the exterior of the  building in general;  additionally,
Landlord shall maintain and repair but not clean the parking lot.

     7. Tenant, at is expense and risk, shall maintain and repair, including all
necessary  replacements,  the interior  plumbing,  windows,  window glass, plate
glass, doors,  heating system,  air/conditioning  system and the interior of the
building  in general.  Notwithstanding  the  foregoing,  Landlord  warrants  the
operation of the air conditioning system for a period of thirty, (30) days after
the  commencement  of  this  Lease.  Additionally,  should  repairs  to the  air
conditioning  system in excess of $500.00 be required within thirty (30) days of
the expiration of this Lease,  Landlord shall be responsible for all repairs and
replacements of said air conditioning system in excess of $500.00.


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<PAGE>

Tax Escalation

     8. Tenant shall pay upon demand,  as  additional  rental during the term of
this Lease and during the first and second  renewal term thereof,  the amount by
which all taxes  (including,  but not  limited  to, ad  valorem  taxes,  special
assessments  and any other  governmental  charges) on the  premises for each tax
year exceeds all taxes on the premises for the tax year 2001.  During the second
renewal term,  tenant shall pay, as additional  rental,  the amount by which all
such taxes on the premises for the tax year 2014 of the renewal term exceeds all
such  taxes on the  premises  for the  first  tax year  2013.  In the  event the
premises are less than the entire  property  assessed to such taxes for any such
tax  year,  the tax for any  such  year  applicable  to the  premises  shall  be
determined  by  proration  on the  ratio  that the  rentable  floor  area of the
premises bears to the rentable floor area of the entire  property  assessed.  If
the final year of the lease term fails to coincide  with the tax year,  then any
excess for the tax year  during  which the term ends shall be reduced by the pro
rata part of such tax year beyond the lease term.  If such taxes for the year in
which the lease  terminated  are not  ascertainable  before  payment of the last
month's rental,  then the amount of such taxes assessed against the property for
the  previous  tax year  shall be used as a basis  of  determining  the pro rata
share,  if any,  to be paid by Tenant for that  prortion of the last lease year.
Tenant's pro rata  portion of  increased  taxes,  as provided  herein,  shall be
payable  within  fifteen  days after  receipt of notice from  Landlord as to the
amount due.

Destruction of, or Damage to Premises

     9. If the  premises  are  totally  destroyed  by fire,  storm,  lightening,
earthquake,  or other  casualties,  this Lease shall terminate as of the date of
such  destruction,  and rental  shall be accounted  for as between  Landlord and
Tenant as of that date. If the Premises are damaged but not wholly  destroyed by
any of such  casualties,  Tenant  shall have the option  to: (a)  terminate  the
lease,  or (b) abate  rent in such  proportion  of use of  Premises  as has been
destroyed and to require Landlord to restore the Premises to  substantially  the
same condition as before the damage occurred, as speedily as practicable.

Indemnity

     10.  Tenant  agrees to indemnify  and save  Landlord  harmless  against all
claims for damages to persons or property by reason of the use and  occupancy of
the leased  premises,  including  any claims by Tenant's  agents and  employees,
Tenant's  customers  and invitees,  and any and all other  persons  coming on or
about the leased premises during the term of this Lease or any renewal  thereof.
Landlord shall be  responsible  for claims for damages to persons or property in
the  parking  lot if such claim was not caused by Tenant.  Mrs.  Barbara S. Hale
will be listed as an  additional  insured under the Tenant's  General  Liability
Policy and that on an annual basis when the policy is renewed be provided with a
copy of the policy renewal.  She shall be notified at any time the policy is not
in force.  The  General  Liability  Policy  will be for an amount  not less than
$1,000,000.00.


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<PAGE>

Governmental Orders

     11.  Landlord  agrees,  at her own  expense,  to  promptly  comply with all
requirements  of any legally  constituted  public  authority  made  necessary by
reason of Tenant's occupancy of said premises.  It is mutually agreed,  however,
between Landlord and Tenant,  that if in order to comply with such requirements,
the cost to Landlord shall exceed a sum equal to six (6) month's rent,  then the
Landlord is  privileged  to  terminate  this Lease by giving  written  notice of
termination to the other party which  termination  shall become  effective sixty
(60) days after  receipt of such notice  unless party  receiving  such notice of
termination  shall,  before termination  becomes effective,  pay to party giving
notice  all cost of  compliance  in excess of six (6)  month's  rent,  or secure
payment of said sum in manner satisfactory to the party giving notice.

Condemnation

     12. If the whole of the leased  premises,  or such portion  thereof as will
make the premises  unusable for the purposes therein leased, be condemned by any
legally  constituted  authority  for any public use or purpose then in either of
said events the term hereby  granted  shall cease from the date when  possession
thereof is taken by public  authorities  and rental  shall be  accounted  for as
between  Landlord  and  Tenant to  recover  compensation  and  damage  caused by
condemnation  from the  condemner.  It is further  understood  and  agreed  that
neither the Tenant nor  Landlord  shall have any rights in any award made to the
other by any condemnation authority notwithstanding the termination of the lease
as herein provided.

Assignment and Subletting

     13.  Tenant shall have the right and option to sublet any portion of or all
of the leased premises,  upon written permission of the Landlord first obtained,
which permission shall not be unreasonably withheld by Landlord.

Removal of Fixtures

     14.  Tenant may (if not in default  hereunder)  prior to the  expiration of
this lease,  or any  extension  thereof,  remove all its fixtures and  equipment
provided Tenant repairs all damage to premises caused by such removal.

Cancellation of Lease by Landlord

     15. It is mutually  agreed that in the event that the Tenant shall  default
in the payment of rent,  including  additional rent, herein reserved,  when due,
and fails to cure said default within ten (10) days after written notice thereof
from  Landlord;  or if Tenant shall be in default in performing any of the terms
or provisions  of this Lease other than the  provision  requiring the payment of
rent,  and fails to cure such default  within thirty (30) days after the date of
receipt of written notice of default from Landlord;  or if Tenant is adjudicated
bankrupt or if a permanent  receiver is appointed for Tenant's property and such
receiver is not removed then Landlord reserves the right to terminate this Lease
upon thirty (30) days written notice to Tenant.


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<PAGE>

Signs

     16. Tenant shall be permitted to place such signs on the leased premises as
it deems necessary.

Entry for Carding, Etc.

     17.  Landlord may card  premises  "For Rent" or "For Sale" thirty (30) days
before  the  termination  of this  Lease  unless  the Lease has been  renewed as
hereinbefore  provided.  Landlord may enter the premises at reasonable  hours to
exhibit same to prospective  purchasers or tenants and to make repairs  required
of Landlord under the terms hereof,  or to make repairs to Landlord's  adjoining
property, if any.

Effect of Termination of Lease

     18. No  termination  of this Lease prior to the normal ending  thereof,  by
lapse of time or otherwise,  shall affect  Landlord's  right to collect rent for
the period prior to termination thereof.

Mortgage's Rights

     19. If disclosed to Tenant in writing by Landlord, Tenant's rights shall be
subject to any bona fide  mortgage  or deed to secure  debt which is now, or may
hereafter be, placed upon the premises by Landlord.

No Estate in Land

     20. This  contract  shall  create the  relationship  of Landlord and Tenant
between the parties  hereto;  no estate shall pass out of  Landlord.  Tenant has
only a usufruct,  not  subject to levy and sale,  and not  assignable  by Tenant
except by Landlord's consent.

Holding Over

     21. If Tenant  remains in  possession of premises  after  expiration of the
term hereof,  with Landlord's  acquiescence and without any express agreement of
parties,  Tenant  shall be a tenant at will at  rental  rate in effect at end of
this Lease; and there shall be no renewal of this Lease by operation of Law.

Rights Cumulative

     22. All rights,  powers and  privileges  conferred  hereunder  upon parties
hereto shall be cumulative but not restrictive to those given by law.


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<PAGE>

Service of Notice

     23. If to Landlord: Barbara S. Hale, P. O. Box 10, Jasper, Tennessee 37347.

     If to Tenant:  American Consumers,  Inc., P.O. Box 2328, 418 Alamar Street,
Fort Oglethorpe,  Georgia 30742, Attn: Michael A. Richardson,  President. Also a
copy to John F.  Henry,  Witt,  Gaither & Whitaker,  P.C.,  1100  SunTrust  Bank
Building, Chattanooga, Tennessee 37402.

Waiver of Rights

     24. No failure of Landlord  or Tenant to exercise  any power or right given
them  hereunder,  or to insist  upon  strict  compliance  by either  with  their
obligations hereunder, and no custom or practice of the parties at variance with
the terms hereof shall  constitute a waiver of Landlord's  or Tenant's  right to
demand exact compliance with the terms hereof.

Time of Essence

     25. Time is of the essence of this agreement.

Definitions

     26.  "Landlord"  as used in this Lease shall  include  first  party,  their
heirs, representative, assigns and successors in title to the premises. "Tenant"
shall include  second  party,  its heirs and  representative,  and if this Lease
shall be validly  assigned or sublet,  shall  include  also Tenant  assignees or
subleases,  as to premises  covered by such assignment or sublease.  "Landlord",
and  "Tenant",  include  male and  female,  singular  and  plural,  corporation,
partnership or individual, as may fit the particular parties.

Estoppel Certificate

     27.  (a)  Tenant  shall at any time upon not less than ten (10) days  prior
written  notice from  Landlord  execute,  acknowledge  and deliver to Landlord a
statement in writing:  (1) certifying  that this Lease is unmodified and in full
force and effect (or, if modified,  stating the nature of such  modification and
certifying  that this Lease, as so modified,  is in full force and effect),  and
the date to which the rent and other  charges are paid in advance,  if any,  and
(2)  acknowledging  that  there are not,  to  Tenant's  knowledge,  any  uncured
defaults on the part of Landlord  hereunder,  or specifying such defaults if any
are  claimed.  Any  such  statement  may  be  conclusively  relied  upon  by any
prospective purchaser or encumbrancer of the Premises.

     (b) At Landlord's option, Tenant's failure to deliver such statement within
such time shall be a material  breach of this Lease or shall be conclusive  upon
Tenant  (1) that this Lease is in full force and  effect,  without  modification
except as may be represented by Landlord, (2) that there are no uncured defaults
in Landlord's performance,  and (3) that not more than one month's rent has been
paid in advance or such  failure may be  considered  by Landlord as a default by
Tenant under this Lease.


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<PAGE>

     28. This Agreement  shall be interpreted  and construed in accordance  with
the  Laws of  Tennessee.  That  venue  and  jurisdiction  shall  rest  with  the
appropriate court(s) in Marion County.

     29. If any legal action or arbitration  or other  proceeding is brought for
the  enforcement  of this  Agreement  or cause of an  alleged  dispute,  breach,
default or  misrepresentation  in connection  with any of the provisions of this
agreement,  the  prevailing  party or  parties  shall  be  entitled  to  recover
reasonable  attorney's  fees and other costs  incurred in the  proceeding.  That
venue and  jurisdiction  shall  rest  with the  appropriate  court(s)  in Marion
County.

Entire Agreement, Modification

     This Lease contains the entire agreement of the parties hereto and no prior
or contemporaneous representations, inducements, promises or agreements, oral or
otherwise,  between the parties,  not embodied herein,  shall be of any force or
effect,  regardless of the course of dealing of the parties  hereto.  This Lease
may only be modified or amended in writing, signed by the parties hereto.

     IN WITNESS  WHEREOF,  the parties  herein have hereunto set their hands and
seals, in triplicate, the day and year first above written.


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