COMMERCIAL VARIABLE RATE REVOLVING OR DRAW NOTE

                                              BORROWER
                                              AMERICAN CONSUMERS, INC.
                                              SHOP RITE SUPERMARKETS

LENDER                                        ADDRESS
Northwest Georgia Bank                        418 ALAMAR STREET
POST OFFICE BOX 5377                          FORT OGLETHORPE, GA  30742
FT OGLETHORPE, GA 30742                       Telephone No.   Identification No.
(706) 861-3010                                (706) 861-3347  58-1033765

<TABLE>
<S>                        <C>           <C>              <C>              <C>              <C>               <C>
-----------------------------------------------------------------------------------------------------------------------------
       OFFICER             INTEREST        PRINCIPAL         FUNDING/      MATURITY DATE    CUSTOMER NUMBER    LOAN NUMBER
    IDENTIFICATION           RATE           AMOUNT/       AGREEMENT DATE      06/01/02        58-1033765      N-02-722707-52
        KSF:39             VARIABLE      CREDIT LIMIT        06/01/01
                                          $650,000.00
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

LJS     CN/134     CAT/1     PURP/W     CT/307     REV/2     USER  #2206

PROMISE TO PAY:  For value  received,  Borrower  promises to pay to the order of
Lender the principal  amount of Six Hundred  Fifty  Thousand and no/ 100 Dollars
($650,000.00) or, if less, the aggregate unpaid principal amount of all loans or
advances  made by the Lender to the Borrower  under this Note,  plus interest on
the unpaid  principal  balance at the rate and in the  manner  described  below,
until all amounts owing under this Note are paid in full.  All amounts  received
by Lender shall be applied  first to late charges and expenses,  accrued  unpaid
interest,  then to unpaid  principal,  or in any other  order as  determined  by
Lender, in Lender's sole discretion, as permitted by law.

REVOLVING OR DRAW FEATURE:  [X] This Note  possesses a revolving  feature.  Upon
satisfaction  of the  conditions  set  forth  in this  Note,  Borrower  shall be
entitled to borrow up to the full principal  amount of the Note and to repay and
reborrow from time to time during the term of this Note. [_] This Note possesses
a draw feature.  Upon  satisfaction  of the  conditions  set forth in this Note,
Borrower  shall be  entitled  to draw one or more times  under  this  Note.  Any
repayment may not be  reborrowed.  The aggregate  amount of such draws shall not
exceed the full principal amount of this Note.

Information  with  regard  to any loans or  advances  under  this Note  shall be
recorded and maintained by Lender in its internal records and such records shall
be conclusive  of the  principal  and interest owed by Borrower  under this Note
unless there is a material error in such records. The Lender's failure to record
the date and amount of any loan or advance  shall not limit or otherwise  affect
the obligations of the Borrower under this Note to repay the principal amount of
the loans or advances  together  with all interest  accruing  thereon.  Borrower
shall be  entitled to inspect or obtain a copy of the  records  during  Lender's
business hours.

CONDITIONS  FOR ADVANCES:  If no Event of Default has occurred  under this Note,
Borrower  shall be entitled  to borrow  monies  under this Note  (subject to the
limitations described above) under the following conditions:

     UPON AUTHORIZATION OF LENDER.

INTEREST RATE: This Note has a variable rate feature.  The interest rate on this
Note may change from time to time if the Index Rate  identified  below  changes.
Interest  shall be computed  on the basis of the actual  number of days over 360
days per year.  Interest  on this Note  shall be  calculated  and  payable  at a
variable  rate  equal to 0.500%  per  annum  over the Index  Rate.  The  initial
interest rate on this Note shall be 7.500% per annum. Any change in the interest
rate resulting from a change in the Index Rate will be effective on:

     THE FIRST DAY OF EACH MONTH.

INDEX RATE: The Index Rate for this Note shall be:

     WALL STREET JOURNAL PRIME RATE AS PUBLISHED BY THE WALL STREET JOURNAL.

If the Index Rate is  redefined or becomes  unavailable,  then Lender may select
another index rate which is substantially similar.

DEFAULT RATE:  If there is an Event of Default under this Note,  the Lender may,
in its  discretion,  increase the interest  rate on this Note to:  16.00% or the
maximum interest rate Lender is permitted to charge by law, whichever is less.

<PAGE>

PAYMENT SCHEDULE: Borrower shall pay the principal and interest according to the
following schedule:

     Interest  only  payments  beginning  September  01, 2001 and  continuing at
     quarterly  time  intervals  thereafter.  A  final  payment  of  the  unpaid
     principal  balance  plus  accrued  interest  is due and payable on June 01,
     2002.

PREPAYMENT:  This  Note  may be  prepaid  in part or in  full on or  before  its
maturity  date.  If this Note contains  more than one  installment,  any partial
prepayment  will  not  affect  the due  date  or the  amount  of any  subsequent
installment,  unless agreed to, in writing, by Borrower and Lender. If this Note
is prepaid in full, there will be:

[X] No minimum finance charge.
[_] A minimum finance charge of $___________

LATE CHARGE:  If a payment is received  more than 9 days late,  Borrower will be
charged a late charge of: [_] _______% of the unpaid portion of the payment; [X]
$60.00 or 5.00% of the unpaid  portion of the payment,  whichever is [_] greater
[X] less.

COLLATERAL:  To secure the payment and performance of obligations incurred under
this Note,  Borrower  grants  Lender a security  interest  in all of  Borrower's
right,  title, and interest in all monies,  instruments,  savings,  checking and
other accounts of Borrower  (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.  [X] If checked, the obligations under this Note are also secured by
the collateral described in any security instruments executed in connection with
this  Note,  and any  collateral  described  in any other  security  instruments
securing this Note or all of Borrower's obligations to Lender.

ALL ACCTS/REC;  EQUIPMENT; FIXTURES; INV.; RECORDED IN CATOOSA CO, GA ON 3/12/01
(#023-2001-0363). CD #40148 IN THE AMOUNT OF $450,000.00 MATURING 06/01/2002.

RENEWAL: [_] If checked, this Note is a renewal, but not a satisfaction, of Loan
Number _________.

--------------------------------------------------------------------------------
THE PERSONS SIGNING BELOW ACKNOWLEDGE THAT THEY HAVE READ, UNDERSTAND, AND AGREE
TO THE  PROVISIONS  OF THIS  NOTE,  INCLUDING  THE TERMS AND  CONDITIONS  ON THE
REVERSE SIDE, AND FURTHER ACKNOWLEDGE RECEIPT OF AN EXACT COPY OF THIS NOTE.

Dated: June 01, 2001

BORROWER:    AMERICAN CONSUMERS, INC.       BORROWER    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


BORROWER:                                   BORROWER:


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


<PAGE>

                              TERMS AND CONDITIONS

1.   EVENT OF  DEFAULT.  An Event of Default  shall occur under this Note in the
     event that  Borrower,  any  guarantor  or any other  third  party  pledging
     collateral to secure this Note:

(a)  fails to make any payment on this Note 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  Note,  any  security  instrument,  or any other
     present  or  future   written   agreement   regarding  this  or  any  other
     indebtedness of Borrower 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  securing this Note
     without the written approval of Lender; or destroys,  loses or damages such
     collateral in any material respect; or subjects such collateral to seizure,
     confiscation or condemnation.

(e)  has a  garnishment,  judgement,  tax levy,  attachment  or lien  entered or
     served  against  Borrower,  any  guarantor,  or any  third  party  pledging
     collateral to secure this Note or any of their property;

(f)  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 debts as they become due, or becomes the
     subject of any bankruptcy, insolvency or debtor rehabilitation proceeding;

(g)  fails to provide Lender evidence of satisfactory financial condition;

(h)  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

(i)  if Lender  deems  itself  insecure in good faith with  respect to any other
     obligations or indebtedness.

2.   RIGHTS OF LENDER ON EVENT OF DEFAULT. If there is an Event of Default under
     this Note, Lender will be entitled to exercise one or more of the following
     remedies without notice or demand (except as required by law):

(a)  to declare the principal  amount plus accrued  interest under this Note and
     all other present and future  obligations of Borrower  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  of  Borrower  with  or  without
     resorting to judicial process;

(c)  to cease making  advances  under this Note or any other  agreement  between
     Borrower and Lender;

(d)  to take possession of any collateral in any manner permitted by law;

(e)  to require  Borrower to deliver and make available to Lender any collateral
     at a place reasonably convenient to Borrower and Lender;

(f)  to sell,  lease or  otherwise  dispose of any  collateral  and  collect any
     deficiency balance with or without resorting to legal process;

(g)  to set-off  Borrower's  obligations  against  any  amounts  due to Borrower
     including,  but not limited to, monies,  instruments,  and deposit accounts
     maintained with Lender; and

(h)  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.  Lender's  remedies  under this  paragraph  are in  addition to those
available under any other written agreement or applicable law.

3.   DEMAND  FEATURE.  [_] If  checked,  this Note  contains  a demand  feature.
     Lender's right to demand payment, at any time, and from time to time, shall
     be in Lender's sole and absolute discretion, whether or not any default has
     occurred.

4.   FINANCIAL  INFORMATION.  Borrower  will at all times keep  proper  books of
     record and account in which full, true and correct entries shall be made in
     accordance with generally accepted  accounting  principles and will deliver
     to Lender,  within  ninety (90) days after the ended of each fiscal year of
     Borrower, a copy of the annual financial statements of Borrower relating to
     such fiscal  year,  such  statements  to include  (i) the balance  sheet of
     Borrower  as at the end of such  fiscal  year and (ii) the  related  income
     statement,  statement of retained  earnings and statement of changes in the
     financial  position of  Borrower  for such  fiscal  year,  prepared by such
     certified public  accountants as may be reasonably  satisfactory to Lender.
     Borrower  also agrees to deliver to Lender  within  fifteen (15) days after
     filing same, a copy of Borrower's income tax returns and also, from time to
     time, such other financial  information  with respect to Borrower as Lender
     may request.

5.   MODIFICATION  AND WAIVER.  The  modification or waiver of any or Borrower's
     obligations  or  Lender's  rights  under this Note must be  contained  in a
     writing signed by Lender. Lender may perform any of Borrower'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 will not constitute a
     waiver on any other occasion.  Borrower's obligations under this Note shall
     not be affected if Lender amends, compromises, exchanges, fails

<PAGE>

     to exercise,  impairs or releases any of the  obligations  belonging to any
     Borrower or guarantor or any of its rights against any Borrower, guarantor,
     or any collateral securing any of Borrower's obligations.

6.   SEVERABILITY.  If  any  provision  of  this  Note  violates  the  law or is
     unenforceable,  the rest of the Note shall  remain  valid.  Notwithstanding
     anything contained in this Note to the contrary, in no event shall interest
     accrue under this Note,  before or after  maturity,  at a rate in excess of
     the highest rate  permitted by applicable  law, and if interest  (including
     any charge or fee held to be interest by a court of competent jurisdiction)
     in excess thereof be paid, any excess shall constitute a payment of, and be
     applied to, the principal balance hereof,  and if the principal balance has
     been fully paid, then such excess interest shall be repaid to Borrower.

7.   ASSIGNMENT. Borrower agrees not to assign any of Borrower' rights, remedies
     or obligations  described in the Note without the prior written  consent of
     Lender,  which  consent may be  withheld by Lender in its sole  discretion.
     Borrower agrees that Lender is entitled to assign some or all of its rights
     and remedies  described in this Note without notice to or the prior consent
     of Borrower.

8.   NOTICE.  Any notice or other  communication  to be  provided to Borrower or
     Lender  under this Note shall be in writing  and mailed to the  parities at
     the addresses described in this Note or such other addresses as the parties
     my designate in writing from time to time.

9.   APPLICABLE  LAW.  This  Note  shall be  governed  by the laws of the  state
     indicated in Lender's address.  Unless  applicable law provides  otherwise,
     Borrower  consents to the  jurisdiction  and venue of any court  located in
     such state selected by Lender, in its discretion, in the event of any legal
     proceeding under this Note.

10.  COLLECTION  COSTS AND  ATTORNEYS'  FEES.  To the extent  permitted  by law,
     Borrower agrees to pay all costs of collection,  including  attorneys' fees
     of 15 percent of the principal and interest  owing on the  indebtedness  if
     the indebtedness is collected by law or through an attorney at law.

11.  MISCELLANEOUS.  This  Note is  being  executed  primarily  for  commercial,
     agricultural,  or business  purposes.  Borrower  will  provide  Lender with
     current financial statements and other financial  information upon request.
     Borrower and Lender agree that time is of the essence.  Borrower  agrees to
     make all  payments  to Lender at any  address  designated  by Lender and in
     lawful  United States  currency.  Borrower and any person who endorses this
     Note waives presentment, demand for payment, notice of dishonor and protest
     and further waives any rights to require  Lender to proceed  against anyone
     else before proceeding  against Borrower or said person.  All references to
     Borrower in this Note shall  include all of the parties  signing this Note,
     and this Note shall be binding  upon the heirs,  personal  representatives,
     successors  and assigns of Borrower  and Lender.  If there is more than one
     Borrower their obligations under this Note shall be joint and several. This
     Note represents the complete and integrated  understanding between Borrower
     and Lender regarding the terms hereof.

12.  JURY TRIAL WAIVER. LENDER AND BORROWER HEREBY WAIVE ANY RIGHT TO A TRIAL BY
     JURY IN ANY CIVIL  ACTION  ARISING OUT OF, OR BASED UPON,  THIS NOTE OR THE
     COLLATERAL SERCURING THIS NOTE.

13.  ADDITIONAL TERMS: