COMMERCIAL VARIABLE RATE REVOLVING OR DRAW NOTE

                                        BORROWER
                                        American  Consumers,  Inc.
                                        Shop  Rite  Supermarkets

LENDER                                  ADDRESS
Northwest  Georgia  Bank                P.O. Box 2328
898  Battlefield Pkwy                   Ft Oglethorpe, GA  30742
POST  OFFICE  BOX  6377                 Telephone No.    Identification  No.
FT  OGLETHORPE,  GA  30742              706) 861-3347    xx-xxxxxxx
(706)  861-3010  "LENDER"

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
   OFFICER      INTEREST   PRINCIPAL    FUNDING   MATURITY   CUSTOMER       LOAN
IDENTIFICATION    RATE      AMOUNT       DATE       DATE      NUMBER       NUMBER
<S>             <C>       <C>          <C>       <C>       <C>         <C>
KSF:39          VARIABLE  $500,000.00  05/30/03  06/30/04  xx-xxxxxxx  R-xx-xxxxxx-xx
-------------------------------------------------------------------------------------
</TABLE>
  SGN    CN/134 CAT/1  PURPOSE/W   CT/206   REV/2   USER  #  2206

PROMISE TO PAY: For value received, Borrower promises to pay the order of Lender
the principal amount of FIVE HUNDRED THOUSAND AND NO/ 100 DOLLARS ($500,000.00),
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 owned by Borrower under this Note
unless  there  is  a  material  error  in such regards.  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  0.300  %  per  annum OVER the Index Rate. The initial
interest  rate  on  this  Note  shall  be  4.760  % 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.


<PAGE>
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:
     INTEREST  ONLY  PAYMENTS  BEGINNING  AUGUST 30, 2003 AND CONTINUING AT
     QUARTERLY  TIME  INTERVALS  THEREAFTER.  A FINAL PAYMENT OF THE UNPAID
     PRINCIPAL  BALANCE PLUS ACCRUED INTEREST IS DUE AND PAYABLE ON MAY 30,
     2004.

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.  RECEIVABLE,  INVENTORY, MACHINES & EQUIPMENT, FURNITURE & FIXTURES,
NOW  EXISTING  OR  HEREAFTER  ACQUIRED, OR ANY SUBSTITUTIONS AS DESCRIBED*"OVER"

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:   May 30, 2003

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

    /s/ Michael A. Richardson                       /s/ Paul R. Cook


By:______________________________              By:______________________________
     Michael A. Richardson                           Paul R. Cook
     PRESIDENT                                       EXECUTIVE VICE PRESIDENT


<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 of the
     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 end 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.


<PAGE>
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  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 address 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 right 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:

     **The minimum Interest Rate on this Note shall be 6%.**

     *  DESCRIBED  IN  UCC-1  DATED  3-12-2001  REC.  IN  CATOOSA  CO.  FILE NO.
     023-2001-0363  AND  NWGB  CD  NO.  XXXXX.


<PAGE>