AMENDMENT TO
                              LETTER OF CREDIT AND
                             REIMBURSEMENT AGREEMENT


         THIS AMENDMENT TO LETTER OF CREDIT AND  REIMBURSEMENT  AGREEMENT  (this
"Amendment")  is made and entered  into as of  September  1, 1998 by and between
ABRAMS RIVERSIDE, LLC (the "Company") and NATIONSBANK, N.A. (the "Bank").

                                   WITNESSETH:
                                   ----------

         WHEREAS,  pursuant to an  Indenture  of Trust,  dated as of November 1,
1997 (the  "Indenture"),  between the  Development  Authority of Douglas County,
Georgia (the "Issuer") and AmSouth Bank (the  "Trustee"),  the Issuer has issued
$11,000,000 in aggregate  principal  amount of the Issuer's  Taxable  Industrial
Development  Revenue Bonds  (Abrams  Riverside,  LLC Project),  Series 1997 (the
"Bonds") to provide funds to finance the acquisition, construction and equipping
of a  facility  for the  manufacturing  of store  fixtures,  located  in Douglas
County, Georgia (the "Project"); and

         WHEREAS,  pursuant to a Lease Agreement,  dated as of November 1, 1997,
between  the Issuer and the  Company,  the Issuer has leased the  Project to the
Company; and

         WHEREAS,  the Bank has issued to the  Trustee,  for the  account of the
Company,  an irrevocable direct pay letter of credit (the "Letter of Credit") to
pay the principal and interest on the Bonds, as the same become due and payable;
and

         WHEREAS,  pursuant to a Letter of Credit and  Reimbursement  Agreement,
dated as of  November  1,  1997 (the  "Reimbursement  Agreement"),  between  the
Company and the Bank, the Company has agreed to pay to the Bank all amounts paid
under the Letter of Credit; and

         WHEREAS,  the Bank and the Company desire to amend a certain  provision
of the Reimbursement Agreement to clarify that the expiration date of the Letter
of Credit may be extended through the maturity date of the Bonds.

         NOW,  THEREFORE,  for and in consideration of the sum of Ten and No/100
Dollars  ($10.00)  in hand  paid  this  day by the Bank to the  Company,  and in
consideration  of  other  good  and  valuable  consideration,  the  receipt  and
sufficiency  of which is hereby  acknowledged  by the Company and the Bank,  the
parties hereto do hereby agree as follows:

         1.  AMENDMENT  OF SECTION  2.11.  Section  2.11 of the  Reimbursement
             --------------------------- Agreement  is  hereby    deleted   in
its entirety  and replaced by the following:



<PAGE>
                  "(a) The  Company  may  request  the Bank to extend the Stated
         Expiration Date of the Letter of Credit for successive  periods.  On or
         before  November 15, 2000,  the Company shall request such an extension
         by executing and  delivering to the Bank a written  request in the form
         of Exhibit C attached hereto (an "Extension  Request")  executed by the
         Company.  On or before  November  15, 2005,  on or before  November 15,
         2010,  and on or  before  November  15,  2015,  provided  the  Bank has
         previously  extended  the Stated  Expiration  Date,  the Company  shall
         request an extension in each  instance by executing  and  delivering to
         the Bank an Extension Request executed by the Company.

                  (b) Upon receipt of an Extension Request,  the Bank shall then
         determine whether or not there is an Event of Default as defined herein
         or in any of the Related Documents. IF AN EVENT OF DEFAULT EXISTS UNDER
         SECTION  8.1(A),  (F) OR  (G) OF  THIS  REIMBURSEMENT  AGREEMENT,  OR A
         PAYMENT DEFAULT EXISTS UNDER ANY RELATED  DOCUMENT,  THE BANK SHALL NOT
         BE  OBLIGATED  TO EXTEND  THE STATED  EXPIRATION  DATE OF THE LETTER OF
         CREDIT.  If any other Event of Default  exists under the  Reimbursement
         Agreement  or any  Related  Document,  the Bank shall  provide  written
         notice to the Company of such Event of Default  and the  Company  shall
         have a period of thirty (30) days after  receipt of said notice to cure
         such Event of Default.  If any such Event of Default has not been cured
         as provided in this Section  2.11,  then the Bank will not be obligated
         to extend  the  Letter of  Credit,  and the Bank  shall not  deliver an
         Extension Certificate in accordance with this Section 2.11.

                  (c) If there is no Event of  Default or if an Event of Default
         (other than an Event of Default  under  Section  8.1(a),  (f) or (g) of
         this  Reimbursement  Agreement,  or a payment default under any Related
         Document) is cured  within such thirty (30) day period,  the Bank shall
         extend the Stated  Expiration  Date by five (5) years by  delivering to
         the Trustee,  on or before  December  31,  2000,  December 31, 2005 and
         December 31, 2010, as applicable,  an Extension Certificate in the form
         of Annex F to the Letter of Credit; provided,  however, with respect to
         the Extension  Request  delivered to the Bank on or before November 15,
         2015, the Bank shall extend the Stated Expiration Date by six (6) years
         to  November  15,  2018,  by  delivering  to the  Trustee  on or before
         December 31, 2015, an Extension  Certificate  in the form of Annex F to
         the Letter of Credit.  Any failure by the Bank to deliver an  Extension
         Certificate  to the Trustee by December 31, 2005,  December 31, 2010 or
         December  31,  2015  shall be deemed  to be a denial  of the  Company's
         extension request."

        2.  EFFECT. Except as expressly herein amended, the terms and conditions
            ------
of the Reimbursement Agreement and the other Loan Documents remain in full force
and effect.


                                    - 2 -


<PAGE>
         3.  BENEFITS.  This Amendment  shall be binding upon and shall inure to
             --------
the benefit of the parties hereto and their respective successors and assigns.

         4.  DEFINITIONS. All capitalized terms not otherwise defined herein are
             -----------
used  herein with the  respective  definitions  given them in the  Reimbursement
Agreement.

         5. CERTAIN REFERENCES. Each reference to the Reimbursement Agreement in
            ------------------
any of the Loan Documents shall be deemed to be a reference to the Reimbursement
Agreement as amended by this Amendment.

         6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
            -------------
ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

         7.  EXECUTION  COUNTERPARTS.   This  Amendment  may  be  simultaneously
             -----------------------
executed in several counterparts,  each of which shall be an original and all of
which shall constitute but one and the same instrument.



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                                    - 3 -


<PAGE>


         IN WITNESS WHEREOF, this Amendment has been duly executed and sealed by
the parties the day and year first above written.

                                COMPANY:

                                ABRAMS RIVERSIDE, LLC
                                BY:  ABRAMS PROPERTIES, INC., SOLE MEMBER


                                By:        /s/ Jerry T. Anderson
                                     Name:     Jerry T. Anderson
                                     Title:    President/CEO



                                Attest:


                                     Name:  /s/ Melinda S. Garrett
                                     Title:     Secretary


                                             (CORPORATE SEAL)



<PAGE>

                                LENDER:

                                NATIONSBANK, N.A.


                                By:      /s/ Helen Cease
                                     Name:   Helen Cease
                                     Title:  Senior Vice President


                                           (BANK SEAL)
















            [Signature Page to Amendment to Reimbursement Agreement]