COMMERCIAL VARIABLE RATE PROMISSORY NOTE

                                              BORROWER
                                              American Consumers, Inc.
                                              Shop Rite Supermarkets

LENDER                                        ADDRESS
Northwest Georgia Bank                        418 Alamar Street
POST OFFICE BOX 5377                          Ft Oglethorpe, GA  30742
FT OGLETHORPE, GA 30742                       Telephone No.   Identification No.
(706) 861-3010  ID No. 58-1033765             (706) 861-3347  58-1033765

<TABLE>
<S>                     <C>           <C>                 <C>           <C>          <C>           <C>
------------------------------------------------------------------------------------------------------------------
    OFFICER             INTEREST        PRINCIPAL          FUNDING      MATURITY      CUSTOMER          LOAN
 IDENTIFICATION           RATE           AMOUNT/          AGREEMENT       DATE         NUMBER          NUMBER
     KSF:39             VARIABLE         CREDIT              DATE       04/30/06     58-1033765    N-02-722707-51
                                         LIMIT            04/30/01
                                      $171,710.00
------------------------------------------------------------------------------------------------------------------
</TABLE>

SSC     CN/34     CAT/1     PURP/E     CT/307

PROMISE TO PAY: For value received, Borrower promises to pay the order of Lender
the principal  amount of One Hundred  Seventy One Thousand Seven Hundred Ten and
no/ 100 Dollars ($171,710.00),  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.

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 1.500 % per annum  over the  Index  Rate.  The  initial
interest  rate on this  Note  shall  be 9.000 % 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:

     THE 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.

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

     59 payment of $3,575.96  beginning  May 31, 2001 and  continuing at monthly
     time intervals thereafter.  A final payment of the unpaid principal balance
     plus accrued interest is due and payable on April 30, 2006.

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 $_____________.
[_] A prepayment of:

<PAGE>

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

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

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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: April 30, 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:


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BORROWER:                                  BORROWER:


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