ASSIGNMENT OF DEPOSIT ACCOUNT

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 30742
(706) 861-3347    Identification No. 58-1033765

OWNER
AMERICAN CONSUMERS, INC.
SHOP RITE SUPERMARKETS
418 ALAMAR STREET
FT OGLETHORPE, GA 30742
(706) 861-3347    Identification No. 58-1033765

For good and  valuable  consideration,  Owner  assigns  to Lender  and  grants a
security  interest in all right,  title and  interest of Owner in the  following
Certificate(s)   of  Deposit  and  all   principal,   interest   and   renewals,
substitutions, and other proceeds therefrom (collectively "Collateral").

A.   Certificate  of Deposit No.  40148 in the amount of  $450,000.00  issued by
     Northwest  Georgia Bank maturing on June 01, 2002,  including all renewals,
     substitutions, and proceeds therefrom.

B.   Certificate of Deposit No.  ______________ in the amount of $______________
     issued by ________________________________ maturing on ___________________,
     including all renewals, substitutions, and proceeds therefrom.

C.   Certificate  of Deposit No.  _______________  in the amount  $_____________
     issued by  _________________________________  maturing  on  ______________,
     including all renewals, substitutions, and proceeds therefrom.

1. 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 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").

<PAGE>

2. DELIVERY AND TERMINATION.  Owner shall deliver the original Certificate(s) of
Deposit,  or any other evidence of the  Certificate(s)  of Deposit  necessary to
control the  Collateral  to Lender upon the execution of this  Assignment.  This
Assignment  shall  continue  until Lender  specifically  terminates its security
interest in the Collateral in a writing signed by Lender.

3. RIGHTS OF LENDER.  Upon  default by  Borrower  or Owner under any  promissory
notes and agreements  evidencing the  Obligations,  Lender may withdraw all or a
portion of the monies in the  Certificate(s) of Deposit from the issuer prior to
its maturity,  regardless  of any penalty  assessed by the issuer for such early
withdrawal or receive the proceeds of such Certificate of Deposit upon maturity,
and in either  case apply the  proceeds  to pay the  Obligations.  Lender  shall
notify  and,  upon the request of Lender,  Owner shall  notify the issuer of the
Collateral to pay Lender any monies owned to Owner under the  Collateral.  Owner
shall  diligently  collect the monies owned to Owner under the Collateral  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
Collateral  following  the giving of such  notification,  Owner  shall hold such
instruments  and other  remittances in trust for Lender apart from Owner's other
property,   endorse  the  instruments  and  other  remittances  to  Lender,  and
immediately  provide  Lender  with  possession  of  the  instruments  and  other
remittances.

Lender shall be entitled,  but not required, to collect (by legal proceedings or
otherwise),  extend the time for  payment,  compromise,  exchange or release any
obligor or collateral,  or otherwise settle any of the amounts payable under the
Certificate(s) of Deposit  constituting the Collateral  whether or not a default
exists under the  promissory  notes and agreements  evidencing the  Obligations.
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.

4.  AUTHORIZATION  OF  LENDER.  Owner  hereby  appoints  Lender as its agent and
attorney-in-fact   and  authorizes   Lender  to  endorse  Owner's  name  on  all
instruments  and  other  remittances  payable  to  Owner  with  respect  to  the
Collateral.  This  power  of  attorney  is  coupled  with  an  interest  and  is
irrevocable.

5. ASSIGNMENT.  Lender shall be entitled to assign some or all of its rights and
remedies  described in this Assignment without notice to or the prior consent of
Owner.  Owner shall not be  entitled to assign any of its rights or  Obligations
described in this  Assignment or Owner's  rights in the  Collateral  without the
written  consent  of  Lender  which  may be  withheld  by  Lender  in  its  sole
discretion.

6.  MODIFICATION  OR  WAIVER.  The  modification  or  waiver  of any of  Owner's
Obligations  or Lender's  rights  under this  Assignment  must be contained in a
writing signed by Lender. A waiver on one occasion shall not constitute a waiver
on any other occasion.  Owner's  Obligations  under this Assignment shall not be
affected if Lender amends, compromises, exchanges, fails to exercise, impairs or
releases any  Collateral  or any of the  Obligations  belonging to any Borrower,
guarantor,  Owner or third  party or any of its  rights  against  any  Borrower,
guarantor,  Owner, third party,  Collateral,  or any other property securing the
Obligations.

7. SUCCESSORS AND ASSIGNS.  This  Assignment  shall be binding upon and inure to
the  benefit  of Owner and  Lender  and their  respective  successors,  assigns,
trustees, receivers, administrators,  personal representatives,  heirs legatees,
and devisees.

8.  NOTICE.  Any  notice  or  other  communication  to be  provided  under  this
Assignment  shall be in  writing  and  mailed to the  parties  at the  addresses
described in this  Assignment or such other address as the parties may designate
in writing from time to time.

9.  SEVERABILITY.  It any  provision of this  Assignment  violates the law or is
unenforceable, the rest of the Assignment shall remain valid.

10.  APPLICABLE LAW. This Assignment  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 a legal proceeding under this Assignment.

11.  COLLECTION  COSTS. To the extent  permitted by law, Owner agrees to pay all
costs of collection and attorney's fees in realizing on the Collateral.

<PAGE>

12.  MISCELLANEOUS.  Owner waives  presentment,  demand for  payment,  notice of
dishonor and protest  except as required by law. All references to Owner in this
Assignment  shall include all persons  signing below.  If there is more than one
Owner,  their liability shall be joint and several.  This Assignment  represents
the complete and integrated understanding between Owner and Lender regarding the
terms hereof.

13. REPRESENTATION AS TO OWNERSHIP. Owner represents and warrants that (a) Owner
is the sole owner of the Collateral  described above and that no other person or
entity has any claim against or interest in such  Collateral  and (b) the amount
of each  Certificate  of Deposit set forth above is the correct  balance of each
such Certificate of Deposit as of the date hereof.

14. JURRY TRIAL WAIVER. LENDER AND OWNER HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY
IN ANY CIVIL ACTION ARISING OUT OF, OR BASED UPON, THIS ASSIGNMENT.

15. 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  THE RIGHT TO
REQUIRE LENDER TO PROCEED AGAINST BORROWER.

16. ADDITIONAL TERMS:


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OWNER ACKNOWLEDGES THAT OWNER HAS READ,  UNDERSTANDS AND AGREES TO THE TERMS AND
CONDITIONS OF THIS ASSIGNMENT.  OWNER  ACKNOWLEDGES  RECEIPT OF AN EXACT COPY OF
THIS ASSIGNMENT.


Dated: June 01, 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
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PAUL R. COOK                                MICHAEL A. RICHARDSON
EXEC. V.P. & TREASURER                      CEO, PRESIDENT


OWNER:                                      OWNER:


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OWNER:                                      OWNER:


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