BUSINESS LOAN AGREEMENT

--------------------------------------------------------------------------------
PRINCIPAL     LOAN DATE    MATURITY   LOAN NO CALL/COLL ACCOUNT OFFICER INITIALS
 $800,000.00  05-03-2007  05-02-2008             422               086
--------------------------------------------------------------------------------
  References in the shaded area are for Lender's use only and do not limit the
 applicability of this document to any particular loan or item. Any item above
      containing "- - - " has been omitted due to text length limitations.
--------------------------------------------------------------------------------

BORROWER: AMERICAN CONSUMERS. INC. DBA SHOP RITE  LENDER:  GATEWAY BANK & TRUST
          55 HANNAH WAY                                    MAIN
          ROSSVILLE, GA 30741                              5102 ALABAMA HWY
                                                           RINGGOLD, GA 30736
                                                           (706) 965-5500

================================================================================

THIS  BUSINESS  LOAN  AGREEMENT  dated May 3, 2007, is made and executed between
AMERICAN  CONSUMERS,  INC.  DBA  SHOP RITE ("Borrower") and GATEWAY BANK & TRUST
("Lender")  on  the  following terms and conditions. Borrower has received prior
commercial  loans  from Lender or has applied to Lender for a commercial loan or
loans  or other financial accommodations, including those which may be described
on  any  exhibit  or  schedule  attached  to  this  Agreement ("Loan"). Borrower
understands  and  agrees that: (A) in granting, renewing, or extending any Loan,
Lender is relying upon Borrower's representations, warranties, and agreements as
set  forth  In  this  Agreement; (B) the granting, renewing, or extending of any
Loan  by  Lender  at  all  times  shall be subject to Lender's sole judgment and
discretion;  and (C) all such Loans shall be and remain subject to the terms and
conditions  of  this  Agreement.

TERM. This Agreement shall be effective as of May 3, 2007, and shall continue in
full  force  and  effect  until such time as all of Borrower's Loans in favor of
Lender  have  been paid in full, including principal, interest, costs, expenses,
attorneys'  fees,  and other fees and charges, or until such time as the parties
may  agree  in  writing  to  terminate  this  Agreement.

CONDITIONS  PRECEDENT  TO  EACH ADVANCE. Lender's obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment  to Lender's satisfaction of all of the conditions set forth in this
Agreement  and  in  the  Related  Documents.

     Loan  Documents.  Borrower  shall  provide  to  Lender  the  following
     documents  for  the Loan: (1) the Note; (2) Security Agreements granting to
     Lender  security  interests in the Collateral; (3) financing statements and
     all other documents perfecting Lender's Security Interests; (4) evidence of
     insurance  as  required  below;  (5) guaranties; (6) together with all such
     Related  Documents  as  Lender  may  require  for the Loan; all in form and
     substance  satisfactory  to  Lender  and  Lender's  counsel.

     Borrower's  Authorization.  Borrower  shall  have  provided  in  form  and
     substance  satisfactory  to  Lender  properly  certified  resolutions, duly
     authorizing  the execution and delivery of this Agreement, the Note and the
     Related  Documents.  In  addition,  Borrower shall have provided such other
     resolutions,  authorizations,  documents  and  instruments as Lender or its
     counsel,  may  require.

     Payment  of  Fees  and  Expenses.  Borrower  shall  have paid to Lender all
     fees,  charges,  and  other  expenses  which  are  then  due and payable as
     specified  in  this  Agreement  or  any  Related  Document.

     Representations  and  Warranties.  The  representations  and warranties set
     forth  in  this Agreement, in the Related Documents, and in any document or
     certificate  delivered to Lender under this Agreement are true and correct.

     No  Event  of  Default.  There  shall  not exist at the time of any Advance
     a condition which would constitute an Event of Default under this Agreement
     or  under  any  Related  Document.

REPRESENTATIONS  AND  WARRANTIES. Borrower represents and warrants to Lender, as
of  the  date  of  this  Agreement,  as of the date of each disbursement of loan
proceeds,  as of the date of any renewal, extension or modification of any Loan,
and  at  all  times  any  Indebtedness  exists:

     Organization.  Borrower  is  a  corporation  for  profit  which  is, and at
     all  times shall be, duly organized, validly existing, and in good standing
     under  and  by virtue of the laws of the State of Georgia. Borrower is duly
     authorized  to  transact  business in all other states in which Borrower is
     doing  business,  having  obtained  all  necessary  filings,  governmental
     licenses  and approvals for each state in which Borrower is doing business.
     Specifically,  Borrower  is, and at all times shall be, duly qualified as a
     foreign  corporation in all states in which the failure to so qualify would
     have  a  material  adverse  effect  on its business or financial condition.
     Borrower  has  the  full  power  and authority to own its properties and to
     transact  the  business  in  which  it  is  presently  engaged or presently
     proposes  to  engage.  Borrower maintains its principal office at 55 HANNAH
     WAY,  ROSSVILLE,  GA  30741.  Unless  Borrower  has designated otherwise in
     writing, this is the principal office at which Borrower keeps its books and
     records  including  its  records  concerning  the Collateral. Borrower will
     notify  Lender  prior  to any change in the location of Borrower's state of
     organization or any change in Borrower's name. Borrower shall do all things
     necessary  to  preserve and to keep in full force and effect its existence,
     rights  and  privileges,  and  shall  comply  with  all regulations, rules,
     ordinances,  statutes,  orders  and  decrees  of  any  governmental  or
     quasi-governmental authority or court applicable to Borrower and Borrower's
     business  activities.

     Assumed  Business  Names.  Borrower  has  filed  or  recorded all documents
     or  filings  required by law relating to all assumed business names used by
     Borrower.  Excluding the name of Borrower, the following is a complete list
     of  all  assumed  business  names under which Borrower does business: None.

     Authorization.  Borrower's  execution,  delivery,  and  performance of this
     Agreement  and  all  the Related Documents have been duly authorized by all
     necessary  action  by  Borrower  and  do  not  conflict  with,  result in a
     violation  of,  or  constitute  a  default  under  (1) any provision of (a)
     Borrower's articles of incorporation or organization, or bylaws, or (b) any
     agreement  or  other  instrument  binding  upon  Borrower  or  (2) any law,
     governmental  regulation,  court decree, or order applicable to Borrower or
     to  Borrower's  properties.

     Financial  Information.  Each  of  Borrower's  financial  statements
     supplied  to  Lender  truly  and  completely disclosed Borrower's financial
     condition  as  of the date of the statement, and there has been no material
     adverse  change in Borrower's financial condition subsequent to the date of
     the  most  recent  financial  statement supplied to Lender. Borrower has no
     material  contingent  obligations  except  as  disclosed  in such financial
     statements.

     Legal  Effect.  This  Agreement  constitutes,  and  any  instrument  or
     agreement  Borrower is required to give under this Agreement when delivered
     will  constitute  legal,  valid,  and  binding  obligations  of  Borrower
     enforceable  against  Borrower  in  accordance with their respective terms.

     Properties.  Except  as  contemplated  by  this  Agreement or as previously
     disclosed in Borrower's financial statements or in writing to Lender and as
     accepted  by  Lender,  and  except  for  property  tax  liens for taxes not
     presently  due  and  payable,  Borrower  owns  and has good title to all of
     Borrower's properties free and clear of all Security Interests, and has not
     executed  any  security  documents or financing statements relating to such
     properties.  All  of  Borrower's  properties are titled in Borrower's legal
     name,  and  Borrower  has not used or filed a financing statement under any
     other  name  for  at  least  the  last  five  (5)  years.

     Hazardous  Substances.  Except  as  disclosed  to  and  acknowledged  by
     Lender  in  writing,  Borrower represents and warrants that: (1) During the
     period  of  Borrower's  ownership of the Collateral, there has been no use,
     generation,  manufacture,  storage,  treatment,  disposal,  release  or
     threatened  release  of  any  Hazardous  Substance by any person on, under,
     about  or  from any of the Collateral. (2) Borrower has no knowledge of, or
     reason  to  believe  that there has been (a) any breach or violation of any
     Environmental  Laws;  (b)  any  use,  generation,  manufacture,  storage,
     treatment,  disposal,  release  or  threatened  release  of  any  Hazardous
     Substance  on,  under,  about or from the Collateral by any prior owners or
     occupants  of  any  of  the  Collateral;  or  (c)  any actual or threatened
     litigation  or  claims  of any kind by any person relating to such matters.
     (3)  Neither Borrower nor any tenant, contractor, agent or other authorized
     user  of  any  of  the  Collateral shall use, generate, manufacture, store,
     treat,  dispose  of  or release any Hazardous Substance on, under, about or
     from  any  of  the  Collateral; and any such activity shall be conducted in
     compliance with all applicable federal, state, and local laws, regulations,
     and  ordinances,  including  without  limitation  all  Environmental  Laws.
     Borrower  authorizes  Lender and its agents to enter upon the Collateral to
     make such inspections and tests as Lender may deem appropriate to determine
     compliance  of  the  Collateral  with  this  section  of the Agreement. Any
     inspections  or tests made by Lender shall be at Borrower's expense and for
     Lender's  purposes  only  and  shall  not  be  construed  to  create  any
     responsibility  or  liability  on  the part of Lender to Borrower or to any
     other person. The representations and warranties contained herein are based
     on  Borrower's  due diligence in investigating the Collateral for hazardous
     waste and Hazardous Substances. Borrower hereby (1) releases and waives any
     future  claims  against  Lender  for indemnity or contribution in the event
     Borrower becomes liable for cleanup or other costs under any such laws, and
     (2)  agrees  to indemnify, defend, and hold harmless Lender against any and
     all  claims,  losses,  liabilities,  damages, penalties, and expenses which
     Lender may directly or indirectly sustain or suffer resulting from a breach
     of  this  section  of  the  Agreement  or  as  a  consequence  of  any use,
     generation,  manufacture,  storage, disposal, release or threatened release
     of a hazardous waste or substance on the Collateral. The provisions of this
     section of the Agreement, including the obligation to indemnify and defend,
     shall  survive  the  payment  of  the  Indebtedness  and  the  termination,
     expiration  or  satisfaction of this Agreement and shall not be affected by
     Lender's  acquisition  of any interest in any of the Collateral, whether by
     foreclosure  or  otherwise.

     Litigation  and  Claims.  No  litigation,  claim,  investigation,
     administrative  proceeding  or  similar  action (including those for unpaid
     taxes)  against  Borrower  is pending or threatened, and no other event has
     occurred  which  may  materially  adversely  affect  Borrower's  financial


<PAGE>
                            BUSINESS LOAN AGREEMENT
                                  (Continued)                             Page 2

================================================================================

     condition or properties, other than litigation, claims, or other events, if
     any,  that  have  been  disclosed to and acknowledged by Lender in writing.

     Taxes.  To  the  best  of  Borrower's  knowledge,  all  of  Borrower's  tax
     returns and reports that are or were required to be filed, have been filed,
     and all taxes, assessments and other governmental charges have been paid in
     full,  except  those presently being or to be contested by Borrower in good
     faith  in  the  ordinary course of business and for which adequate reserves
     have  been  provided.

     Lien  Priority.  Unless  otherwise  previously  disclosed  to  Lender  in
     writing,  Borrower has not entered into or granted any Security Agreements,
     or  permitted  the  filing  or  attachment  of any Security Interests on or
     affecting  any  of the Collateral directly or indirectly securing repayment
     of  Borrower's Loan and Note, that would be prior or that may in any way be
     superior  to  Lender's  Security  Interests  and  rights  in  and  to  such
     Collateral.

     Binding  Effect.  This  Agreement,  the  Note,  all Security Agreements (if
     any),  and  all  Related Documents are binding upon the signers thereof, as
     well as upon their successors, representatives and assigns, and are legally
     enforceable  in  accordance  with  their  respective  terms.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will:

     Notices  of  Claims  and  Litigation.  Promptly inform Lender in writing of
     (1) all material adverse changes in Borrower's financial condition, and (2)
     all  existing  and  all  threatened  litigation,  claims,  Investigations,
     administrative  proceedings  or  similar  actions affecting Borrower or any
     Guarantor which could materially affect the financial condition of Borrower
     or  the  financial  condition  of  any  Guarantor.

     Financial  Records.  Maintain  its  books  and  records  in accordance with
     GAAP, applied on a consistent basis, and permit Lender to examine and audit
     Borrower's  books  and  records  at  all  reasonable  times.

     Financial  Statements,  Furnish  Lender  with  the  following:

          Annual  Statements.  As  soon  as  available,  but  in  no event later
          than  sixty  (60)  days  after the end of each fiscal year, Borrower's
          balance  sheet  and  income  statement for the year ended, prepared by
          Borrower.

          Tax  Returns.  As  soon  as  available,  but  in  no  event later than
          sixty (60) days after the applicable filing date for the tax reporting
          period  ended, Federal and other governmental tax returns, prepared by
          a  tax  professional  satisfactory  to  Lender.

     All  financial  reports  required  to  be  provided  under  this  Agreement
     shall  be  prepared in accordance with GAAP, applied on a consistent basis,
     and  certified  by  Borrower  as  being  true  and  correct.

     Additional  Information.  Furnish  such  additional  information  and
     statements,  as  Lender  may  request  from  time  to  time.

     Insurance.  Maintain  fire  and  other  risk  insurance,  public  liability
     insurance,  and  such other insurance as Lender may require with respect to
     Borrower's  properties and operations, in form, amounts, coverages and with
     insurance companies acceptable to Lender. Borrower, upon request of Lender,
     will  deliver  to  Lender from time to time the policies or certificates of
     insurance  in  form  satisfactory  to  Lender,  including stipulations that
     coverages  will not be cancelled or diminished without at least thirty (30)
     days  prior  written  notice  to  Lender.  Each insurance policy also shall
     include  an endorsement providing that coverage in favor of Lender will not
     be  impaired  in any way by any act, omission or default of Borrower or any
     other  person.  In  connection  with  all policies covering assets in which
     Lender holds or is offered a security interest for the Loans, Borrower will
     provide  Lender  with  such  lender's loss payable or other endorsements as
     Lender  may  require.

     Insurance  Reports.  Furnish  to  Lender,  upon  request of Lender, reports
     on  each  existing  insurance policy showing such information as Lender may
     reasonably  request,  including  without  limitation the following: (1) the
     name  of  the insurer; (2) the risks insured; (3) the amount of the policy;
     (4)  the  properties  insured;  (5) the then current property values on the
     basis  of  which insurance has been obtained, and the manner of determining
     those  values; and (6) the expiration date of the policy. In addition, upon
     request  of  Lender  (however  not more often than annually), Borrower will
     have  an  independent  appraiser  satisfactory  to  Lender  determine,  as
     applicable,  the  actual  cash value or replacement cost of any Collateral.
     The  cost  of  such  appraisal  shall  be  paid  by  Borrower.

     Guaranties.  Prior  to  disbursement  of  any  Loan  proceeds,  furnish
     executed  guaranties  of  the  Loans  in  favor  of Lender, executed by the
     guarantors named below, on Lender's forms, and in the amounts and under the
     conditions  set  forth  in  those  guaranties.

<TABLE>
<CAPTION>
Names of Guarantors              Amounts
---------------------            -----------------------
<S>                              <C>
MICHAEL A. RICHARDSON            100.000% of $800,000.00
PAUL R. COOK                     100.000% of $800,000.00
</TABLE>

     Other  Agreements.  Comply  with  all  terms  and  conditions  of all other
     agreements,  whether  now  or  hereafter existing, between Borrower and any
     other  party  and  notify  Lender  immediately in writing of any default in
     connection  with  any  other  such  agreements.

     Loan  Proceeds.  Use  all  Loan  proceeds solely for the following specific
     purposes:  BORROWER  TO FURNISH BANK WITH QUATERLY BORROWING BASE REQUIRING
     BORROWER'S  LINE  BALANCE TO STAY AT 40% OR LESS OF INVENTORY. BORROWER HAS
     15  DAYS  FROM  THE  DATE  OF  THE  CERTIFICATE  TO  CURE  ANY  IMBALANCE.

     Taxes,  Charges  and  Liens.  Pay  and  discharge  when  due  all  of  its
     indebtedness and obligations, including without limitation all assessments,
     taxes,  governmental  charges,  levies and liens, of every kind and nature,
     imposed  upon  Borrower or its properties, income, or profits, prior to the
     date  on  which  penalties  would  attach,  and  all lawful claims that, if
     unpaid,  might  become  a lien or charge upon any of Borrower's properties,
     income,  or  profits.

     Performance.  Perform  and  comply,  in  a  timely  manner, with all terms,
     conditions,  and  provisions  set  forth  in this Agreement, in the Related
     Documents, and in all other instruments and agreements between Borrower and
     Lender.  Borrower shall notify Lender immediately in writing of any default
     in  connection  with  any  agreement.

     Operations.  Maintain  executive  and  management  personnel  with
     substantially  the  same  qualifications  and  experience  as  the  present
     executive and management personnel; provide written notice to Lender of any
     change  in executive and management personnel; conduct its business affairs
     in  a  reasonable  and  prudent  manner.

     Environmental  Studies.  Promptly  conduct  and  complete,  at  Borrower's
     expense, all such investigations, studies, samplings and testings as may be
     requested  by  Lender  or  any  governmental  authority  relative  to  any
     substance,  or any waste or by-product of any substance defined as toxic or
     a  hazardous substance under applicable federal, state, or local law, rule,
     regulation,  order  or  directive,  at  or  affecting  any  property or any
     facility  owned,  leased  or  used  by  Borrower.

     Compliance  with  Governmental  Requirements.  Comply  with  all  laws,
     ordinances,  and  regulations,  now  or  hereafter  in  effect,  of  all
     governmental  authorities  applicable  to  the  conduct  of  Borrower's
     properties,  businesses  and operations, and to the use or occupancy of the
     Collateral,  including  without limitation, the Americans With Disabilities
     Act.  Borrower  may  contest  in  good  faith  any  such law, ordinance, or
     regulation  and  withhold  compliance  during  any  proceeding,  including
     appropriate  appeals,  so  long  as Borrower has notified Lender in writing
     prior  to  doing  so  and  so  long  as, in Lender's sole opinion, Lender's
     interests  in  the  Collateral  are  not  jeopardized.  Lender  may require
     Borrower  to  post  adequate  security  or  a  surety  bond,  reasonably
     satisfactory  to  Lender,  to  protect  Lender's  interest.

     Inspection.  Permit  employees  or  agents  of  Lender  at  any  reasonable
     time to inspect any and all Collateral for the Loan or Loans and Borrower's
     other  properties  and  to examine or audit Borrower's books, accounts, and
     records and to make copies and memoranda of Borrower's books, accounts, and
     records.  If  Borrower  now  or at any time hereafter maintains any records
     (including  without  limitation  computer  generated  records  and computer
     software  programs for the generation of such records) in the possession of
     a third party, Borrower, upon request of Lender, shall notify such party to
     permit  Lender  free  access to such records at all reasonable times and to
     provide Lender with copies of any records it may request, all at Borrower's
     expense.

     Compliance  Certificates.  Unless  waived  in  writing  by  Lender, provide
     Lender  at  least annually, with a certificate executed by Borrower's chief
     financial  officer,  or  other  officer  or  person  acceptable  to Lender,
     certifying  that  the  representations  and  warranties  set  forth in this
     Agreement  are  true  and  correct  as  of  the date of the certificate and
     further  certifying  that,  as  of the date of the certificate, no Event of
     Default  exists  under  this  Agreement.

     Environmental  Compliance  and  Reports.  Borrower  shall  comply  in  all
     respects with any and all Environmental Laws; not cause or permit to exist,
     as  a  result  of  an  intentional  or  unintentional action or omission on
     Borrower's part or on the part of any third party, on property owned and/or
     occupied by Borrower, any environmental activity where damage may result to
     the  environment,  unless such environmental activity is pursuant to and in
     compliance  with  the  conditions  of  a  permit  issued by the appropriate
     federal,  state  or local governmental authorities; shall furnish to Lender
     promptly  and  in any event within thirty (30) days after receipt thereof a
     copy  of  any  notice,  summons, lien, citation, directive, letter or other
     communication  from  any  governmental agency or instrumentality concerning
     any  intentional  or unintentional action or omission on Borrower's part in
     connection  with  any environmental activity whether or not there is damage
     to  the  environment  and/or  other  natural  resources.

     Additional  Assurances.  Make,  execute  and  deliver  to  Lender  such
     promissory  notes,  mortgages,  deeds  of  trust,  security  agreements,
     assignments,  financing  statements,  instruments,  documents  and  other
     agreements  as  Lender  or  its  attorneys  may  reasonably  request  to


<PAGE>
                            BUSINESS LOAN AGREEMENT
                                  (Continued)                             Page 3

================================================================================

     evidence and secure the Loans and to perfect all Security Interests.

LENDER'S  EXPENDITURES.  If  any  action  or  proceeding is commenced that would
materially  affect  Lender's  interest in the Collateral or if Borrower fails to
comply  with any provision of this Agreement or any Related Documents, including
but  not  limited to Borrower's failure to discharge or pay when due any amounts
Borrower  is  required  to  discharge or pay under this Agreement or any Related
Documents,  Lender on Borrower's behalf may (but shall not be obligated to) take
any  action  that  Lender  deems  appropriate,  including  but  not  limited  to
discharging  or  paying  all  taxes, liens, security interests, encumbrances and
other  claims,  at  any  time  levied or placed on any Collateral and paying all
costs  for  insuring,  maintaining  and  preserving  any  Collateral.  All  such
expenditures  incurred  or  paid  by  Lender  for  such  purposes will then bear
interest  at  the  rate charged under the Note from the date incurred or paid by
Lender  to  the  date  of repayment by Borrower. All such expenses will become a
part of the Indebtedness and, at Lender's option, will (A) be payable on demand;
(B)  be added to the balance of the Note and be apportioned among and be payable
with  any  installment  payments to become due during either (1) the term of any
applicable  insurance  policy;  or (2) the remaining term of the Note; or (C) be
treated  as  a  balloon  payment  which  will  be  due and payable at the Note's
maturity.

NEGATIVE  COVENANTS.  Borrower  covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

     Indebtedness  and  Liens.  (1)  Except  for  trade  debt  incurred  in  the
     normal  course  of business and indebtedness to Lender contemplated by this
     Agreement,  create,  incur  or  assume  indebtedness  for  borrowed  money,
     including  capital  leases,  (2)  sell, transfer, mortgage, assign, pledge,
     lease,  grant  a security interest in, or encumber any of Borrower's assets
     (except  as  allowed  as Permitted Liens), or (3) sell with recourse any of
     Borrower's  accounts,  except  to  Lender.

     Continuity  of  Operations.  (1)  Engage  in  any  business  activities
     substantially  different than those in which Borrower is presently engaged,
     (2)  cease  operations,  liquidate, merge, transfer, acquire or consolidate
     with  any  other  entity,  change  its  name,  dissolve or transfer or sell
     Collateral out of the ordinary course of business, or (3) pay any dividends
     on  Borrower's stock (other than dividends payable in its stock), provided,
     however that notwithstanding the foregoing, but only so long as no Event of
     Default  has occurred and is continuing or would result from the payment of
     dividends,  if  Borrower is a "Subchapter S Corporation" (as defined in the
     Internal Revenue Code of 1986, as amended). Borrower may pay cash dividends
     on  its stock to its shareholders from time to time in amounts necessary to
     enable  the  shareholders to pay income taxes and make estimated income tax
     payments  to  satisfy  their  liabilities under federal and state law which
     arise  solely  from  their  status  as  Shareholders  of  a  Subchapter  S
     Corporation  because  of  their ownership of shares of Borrower's stock, or
     purchase  or  retire any of Borrower's outstanding shares or alter or amend
     Borrower's  capital  structure.

     Loans,  Acquisitions  and  Guaranties.  (1)  Loan,  invest  in  or  advance
     money  or  assets  to any other person, enterprise or entity, (2) purchase,
     create  or  acquire  any interest in any other enterprise or entity, or (3)
     incur  any  obligation  as  surety  or guarantor other than in the ordinary
     course  of  business.

     Agreements.  Borrower  will  not  enter  into  any agreement containing any
     provisions  which  would  be  violated  or  breached  by the performance of
     Borrower's  obligations  under  this  Agreement  or in connection herewith.

CESSATION  OF  ADVANCES.  If  Lender has made any commitment to make any Loan to
Borrower,  whether  under  this  Agreement  or under any other agreement, Lender
shall  have no obligation to make Loan Advances or to disburse Loan proceeds if:
(A) Borrower or any Guarantor is in default under the terms of this Agreement or
any  of  the  Related  Documents  or  any  other  agreement that Borrower or any
Guarantor  has  with  Lender;  (B)  Borrower  or  any  Guarantor  dies,  becomes
incompetent  or  becomes  insolvent,  files  a petition in bankruptcy or similar
proceedings,  or  is  adjudged  a  bankrupt; (C) there occurs a material adverse
change  in  Borrower's  financial  condition,  in the financial condition of any
Guarantor,  or  in  the  value  of  any Collateral securing any Loan; or (D) any
Guarantor  seeks,  claims  or otherwise attempts to limit, modify or revoke such
Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender in
good  faith  deems  itself  insecure, even though no Event of Default shall have
occurred.

RIGHT  OF  SETOFF.  To the extent permitted by applicable law, Lender reserves a
right  of  setoff  in  all  Borrower's  accounts  with Lender (whether checking,
savings,  or  some  other  account).  This  includes all accounts Borrower holds
jointly  with  someone  else  and  all accounts Borrower may open in the future.
However,  this does not include any IRA or Keogh accounts, or any trust accounts
for  which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent  permitted  by  applicable law, to charge or setoff all sums owing on the
Indebtedness  against  any  and  all  such accounts, and, at Lender's option, to
administratively  freeze  all  such accounts to allow Lender to protect Lender's
charge  and  setoff  rights  provided  in  this  paragraph.

DEFAULT.  Each  of the following shall constitute an Event of Default under this
Agreement:

     Payment  Default.  Borrower  fails  to  make any payment when due under the
     Loan.

     Other  Defaults.  Borrower  fails  to  comply  with or to perform any other
     term,  obligation,  covenant or condition contained in this Agreement or in
     any  of  the  Related  Documents  or to comply with or to perform any term,
     obligation,  covenant or condition contained in any other agreement between
     Lender  and  Borrower,

     Default  in  Favor  of  Third  Parties.  Borrower  or  any Grantor defaults
     under  any loan, extension of credit, security agreement, purchase or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that  may  materially affect any of Borrower's or any Grantor's property or
     Borrower's  or  any  Grantor's  ability to repay the Loans or perform their
     respective  obligations  under  this  Agreement  or  any  of  the  Related
     Documents.

     False  Statements.  Any  warranty,  representation  or  statement  made  or
     furnished  to  Lender  by  Borrower  or  on  Borrower's  behalf  under this
     Agreement  or  the Related Documents is false or misleading in any material
     respect,  either  now  or at the time made or furnished or becomes false or
     misleading  at  any  time  thereafter.

     Insolvency.  The  dissolution  or  termination  of  Borrower's existence as
     a going business, the insolvency of Borrower, the appointment of a receiver
     for  any  part  of  Borrower's  property, any assignment for the benefit of
     creditors,  any  type  of  creditor  workout,  or  the  commencement of any
     proceeding  under any bankruptcy or insolvency laws by or against Borrower.

     Defective  Collateralization.  This  Agreement  or  any  of  the  Related
     Documents  ceases  to be in full force and effect (including failure of any
     collateral  document  to  create a valid and perfected security interest or
     lien)  at  any  time  and  for  any  reason.

     Creditor  or  Forfeiture  Proceedings.  Commencement  of  foreclosure  or
     forfeiture  proceedings,  whether  by  judicial  proceeding,  self-help,
     repossession  or  any  other  method, by any creditor of Borrower or by any
     governmental agency against any collateral securing the Loan. This includes
     a  garnishment  of  any of Borrower's accounts, including deposit accounts,
     with  Lender.  However, this Event of Default shall not apply if there is a
     good  faith dispute by Borrower as to the validity or reasonableness of the
     claim  which  is  the basis of the creditor or forfeiture proceeding and if
     Borrower  gives  Lender  written  notice  of  the  creditor  or  forfeiture
     proceeding  and  deposits  with  Lender  monies  or  a  surety bond for the
     creditor  or  forfeiture  proceeding, in an amount determined by Lender, in
     its  sole discretion, as being an adequate reserve or bond for the dispute.

     Events  Affecting  Guarantor.  Any  of  the  preceding  events  occurs with
     respect  to  any Guarantor of any of the Indebtedness or any Guarantor dies
     or  becomes  incompetent,  or  revokes  or  disputes  the  validity  of, or
     liability  under,  any  Guaranty  of  the  Indebtedness.

     Change  In  Ownership.  Any  change  in  ownership  of  twenty-five percent
     (25%)  or  more  of  the  common  stock  of  Borrower.

     Adverse  Change.  A  material  adverse  change  occurs  in  Borrower's
     financial  condition,  or  Lender  believes  the  prospect  of  payment  or
     performance  of  the  Loan  is  impaired.

     Insecurity.  Lender  in  good  faith  believes  itself  insecure.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise  provided  in this Agreement or the Related Documents, all commitments
and  obligations  of Lender under this Agreement or the Related Documents or any
other  agreement  immediately  will  terminate (including any obligation to make
further  Loan  Advances  or  disbursements),  and,  at  Lender's  option,  all
Indebtedness  immediately will become due and payable, all without notice of any
kind  to  Borrower,  except  that in the case of an Event of Default of the type
described  in  the  "Insolvency"  subsection  above,  such acceleration shall be
automatic  and  not  optional. In addition, Lender shall have all the rights and
remedies  provided  in  the Related Documents or available at law, in equity, or
otherwise. Except as may be prohibited by applicable law, all of Lender's rights
and  remedies  shall  be  cumulative  and  may  be  exercised  singularly  or
concurrently.  Election by Lender to pursue any remedy shall not exclude pursuit
of  any  other remedy, and an election to make expenditures or to take action to
perform  an  obligation  of Borrower or of any Grantor shall not affect Lender's
right  to  declare  a  default  and  to  exercise  its  rights  and  remedies.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this  Agreement:

     Amendments.  This  Agreement,  together  with  any  Related  Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters  set forth in this Agreement. No alteration of or amendment to this
     Agreement  shall  be  effective  unless  given in writing and signed by the
     party  or  parties  sought  to  be  charged  or  bound by the alteration or
     amendment.

     Attorneys'  Fees;  Expenses.  Borrower  agrees  to  pay  upon demand all of
     Lender's  costs  and  expenses,  including  Lender's  attorneys'  fees  and
     Lender's  legal  expenses,  incurred  in connection with the enforcement of
     this  Agreement.  Lender  may  hire  or  pay  someone  else  to  help


<PAGE>
                            BUSINESS LOAN AGREEMENT
                                  (Continued)                             Page 4

================================================================================

     enforce  this  Agreement,  and Borrower shall pay the costs and expenses of
     such  enforcement.  Costs and expenses include Lender's attorneys' fees and
     legal expenses whether or not there is a lawsuit, including attorneys' fees
     and  legal expenses for bankruptcy proceedings (including efforts to modify
     or  vacate  any automatic stay or injunction), appeals, and any anticipated
     post-judgment  collection services. Borrower also shall pay all court costs
     and  such  additional  fees  as  may  be  directed  by  the  court.

     Caption  Headings.  Caption  headings  in  this  Agreement  are  for
     convenience purposes only and are not to be used to interpret or define the
     provisions  of  this  Agreement.

     Consent  to  Loan  Participation.  Borrower  agrees  and  consents  to
     Lender's  sale  or  transfer,  whether  now  or  later,  of  one  or  more
     participation  interests  in  the  Loan  to one or more purchasers, whether
     related  or unrelated to Lender. Lender may provide, without any limitation
     whatsoever,  to  any  one  or more purchasers, or potential purchasers, any
     information  or knowledge Lender may have about Borrower or about any other
     matter  relating  to  the  Loan,  and  Borrower hereby waives any rights to
     privacy  Borrower  may  have  with  respect  to  such  matters.  Borrower
     additionally waives any and all notices of sale of participation interests,
     as  well  as all notices of any repurchase of such participation interests.
     Borrower  also  agrees  that  the  purchasers  of  any  such  participation
     interests  will  be  considered as the absolute owners of such interests in
     the  Loan  and  will  have  all  the rights granted under the participation
     agreement or agreements governing the sale of such participation interests.
     Borrower  further  waives  all rights of offset or counterclaim that it may
     have  now  or  later  against  Lender  or  against  any purchaser of such a
     participation  interest  and  unconditionally  agrees that either Lender or
     such  purchaser  may  enforce  Borrower's  obligation  under  the  Loan
     irrespective  of the failure or insolvency of any holder of any interest in
     the  Loan.  Borrower  further  agrees  that  the  purchaser  of  any  such
     participation  interests  may  enforce  its  interests  irrespective of any
     personal  claims  or  defenses  that  Borrower  may  have  against  Lender.

     Governing  Law.  This  Agreement  will  be  governed  by  federal  law
     applicable  to  Lender and, to the extent not preempted by federal law, the
     laws  of  the  State  of  Georgia  without  regard  to its conflicts of law
     provisions.  This  Agreement  has  been  accepted by Lender in the State of
     Georgia.

     No  Waiver  by  Lender.  Lender  shall  not  be  deemed  to have waived any
     rights  under  this  Agreement  unless  such waiver is given in writing and
     signed  by Lender. No delay or omission on the part of Lender in exercising
     any  right  shall  operate  as a waiver of such right or any other right. A
     waiver  by  Lender  of a provision of this Agreement shall not prejudice or
     constitute a waiver of Lender's right otherwise to demand strict compliance
     with  that  provision  or  any  other provision of this Agreement. No prior
     waiver by Lender, nor any course of dealing between Lender and Borrower, or
     between  Lender  and  any  Grantor,  shall  constitute  a  waiver of any of
     Lender's  rights or of any of Borrower's or any Grantor's obligations as to
     any  future  transactions. Whenever the consent of Lender is required under
     this  Agreement,  the  granting  of  such consent by Lender in any instance
     shall  not constitute continuing consent to subsequent instances where such
     consent  is  required  and  in  all  cases  such  consent may be granted or
     withheld  in  the  sole  discretion  of  Lender.

     Notices.  Any  notice  required  to  be given under this Agreement shall be
     given  in  writing,  and  shall  be effective when actually delivered, when
     actually received by telefacsimile (unless otherwise required by law), when
     deposited  with  a  nationally recognized overnight courier, or, if mailed,
     when  deposited  in  the  United  States mail, as first class, certified or
     registered  mail  postage prepaid, directed to the addresses shown near the
     beginning  of  this Agreement. Any party may change its address for notices
     under  this Agreement by giving formal written notice to the other parties,
     specifying that the purpose of the notice is to change the party's address.
     For  notice  purposes, Borrower agrees to keep Lender informed at all times
     of  Borrower's  current  address.  Unless otherwise provided or required by
     law,  if there is more than one Borrower, any notice given by Lender to any
     Borrower  is  deemed  to  be  notice  given  to  all  Borrowers.

     Severability.  If  a  court  of  competent jurisdiction finds any provision
     of  this  Agreement  to  be  illegal,  invalid,  or unenforceable as to any
     circumstance,  that finding shall not make the offending provision illegal,
     invalid,  or  unenforceable  as to any other circumstance. If feasible, the
     offending  provision shall be considered modified so that it becomes legal,
     valid and enforceable. If the offending provision cannot be so modified, it
     shall  be considered deleted from this Agreement. Unless otherwise required
     by law, the illegality, invalidity, or unenforceability of any provision of
     this  Agreement  shall not affect the  legality, validity or enforceability
     of  any  other  provision  of  this  Agreement.

     Subsidiaries  and  Affiliates  of  Borrower.  To  the extent the context of
     any  provisions  of  this Agreement makes it appropriate, including without
     limitation any representation, warranty or covenant, the word "Borrower" as
     used  in  this  Agreement  shall include all of Borrower's subsidiaries and
     affiliates.  Notwithstanding  the foregoing however, under no circumstances
     shall  this  Agreement  be  construed to require Lender to make any Loan or
     other  financial  accommodation  to  any  of  Borrower's  subsidiaries  or
     affiliates.

     Successors  and  Assigns.  All  covenants  and  agreements  by or on behalf
     of Borrower contained in this Agreement or any Related Documents shall bind
     Borrower's  successors and assigns and shall inure to the benefit of Lender
     and its successors and assigns. Borrower shall not, however, have the right
     to  assign  Borrower's rights under this Agreement or any interest therein,
     without  the  prior  written  consent  of  Lender.

     Survival  of  Representations  and  Warranties.  Borrower  understands  and
     agrees  that  in  extending  Loan  Advances,  Lender  is  relying  on  all
     representations,  warranties,  and  covenants  made  by  Borrower  in  this
     Agreement  or  in any certificate or other instrument delivered by Borrower
     to  Lender  under this Agreement or the Related Documents. Borrower further
     agrees  that  regardless  of  any  investigation  made  by Lender, all such
     representations,  warranties  and  covenants  will survive the extension of
     Loan  Advances  and  delivery  to Lender of the Related Documents, shall be
     continuing  in  nature, shall be deemed made and redated by Borrower at the
     time  each  Loan Advance is made, and shall remain in full force and effect
     until  such time as Borrower's Indebtedness shall be paid in full, or until
     this  Agreement shall be terminated in the manner provided above, whichever
     is  the  last  to  occur.

     Time  is  of  the  Essence.  Time  is  of the essence in the performance of
     this  Agreement.

DEFINITIONS.  The following capitalized words and terms shall have the following
meanings  when  used  in  this  Agreement.  Unless  specifically  stated  to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the  plural,  and  the  plural  shall  include  the singular, as the context may
require.  Words and terms not otherwise defined in this Agreement shall have the
meanings  attributed  to  such  terms in the Uniform Commercial Code. Accounting
words  and terms not otherwise defined in this Agreement shall have the meanings
assigned  to them in accordance with generally accepted accounting principles as
in  effect  on  the  date  of  this  Agreement:

     Advance.  The  word  "Advance"  means  a  disbursement  of Loan funds made,
     or  to  be made, to Borrower or on Borrower's behalf on a line of credit or
     multiple  advance  basis  under the terms and conditions of this Agreement.

     Agreement.  The  word  "Agreement"  means  this Business Loan Agreement, as
     this  Business Loan Agreement may be amended or modified from time to time,
     together  with  all  exhibits  and schedules attached to this Business Loan
     Agreement  from  time  to  time.

     Borrower.  The  word  "Borrower"  means  AMERICAN  CONSUMERS, INC. DBA SHOP
     RITE  and  includes  all  co-signers and co-makers signing the Note and all
     their  successors  and  assigns.

     Collateral.  The  word  "Collateral"  means  all  property  and  assets
     granted  as  collateral  security  for  a  Loan,  whether  real or personal
     property, whether granted directly or indirectly, whether granted now or in
     the  future,  and  whether  granted  in  the  form  of a security interest,
     mortgage,  collateral  mortgage,  deed  of  trust, assignment, pledge, crop
     pledge, chattel  mortgage,  collateral  chattel  mortgage,  chattel  trust,
     factor's  lien,  equipment  trust,  conditional  sale, trust receipt, lien,
     charge,  lien or title retention contract, lease or consignment intended as
     a  security  device,  or  any  other  security or lien interest whatsoever,
     whether  created  by  law,  contract,  or  otherwise.

     Environmental  Laws.  The  words  "Environmental  Laws"  mean  any  and all
     state,  federal  and local statutes, regulations and ordinances relating to
     the  protection  of  human  health  or  the  environment, including without
     limitation  the  Comprehensive  Environmental  Response,  Compensation, and
     Liability  Act  of  1980,  as  amended,  42  U.S.C.  Section  9601, et seq.
     ("CERCLA"),  the Superfund Amendments and Reauthorization Act of 1986, Pub.
     L.  No.  99-499  ("SARA"),  the  Hazardous Materials Transportation Act, 49
     U.S.C.  Section  1801, et seq., the Resource Conservation and Recovery Act,
     42 U.S.C. Section 6901, et seq., or other applicable state or federal laws,
     rules,  or  regulations  adopted  pursuant  thereto.

     Event  of  Default.  The  words  "Event  of Default" mean any of the events
     of  default  set  forth  in  this  Agreement in the default section of this
     Agreement.

     GAAP.  The  word  "GAAP"  means  generally  accepted accounting principles.

     Grantor.  The  word  "Grantor"  means  each  and  all  of  the  persons  or
     entities  granting  a  Security  Interest  in  any Collateral for the Loan,
     including  without  limitation  all  Borrowers  granting  such  a  Security
     Interest.

     Guarantor.  The  word  "Guarantor"  means  any  guarantor,  surety,  or
     accommodation  party  of  any  or  all  of  the  Loan.

     Guaranty.  The  word  "Guaranty"  means  the  guaranty  from  Guarantor  to
     Lender, including without limitation a guaranty of all or part of the Note.

     Hazardous  Substances.  The  words  "Hazardous  Substances"  mean materials
     that,  because  of  their  quantity, concentration or physical, chemical or
     infectious characteristics, may cause or pose a present or potential hazard
     to  human  health or the environment when improperly used, treated, stored,
     disposed of, generated, manufactured, transported or otherwise handled. The
     words  "Hazardous


<PAGE>
                             BUSINESS LOAN AGREEMENT
                                   (Continued)                            Page 5

================================================================================

     Substances"  are  used  in  their  very  broadest sense and include without
     limitation any and all hazardous or toxic substances, materials or waste as
     defined  by  or  listed  under  the Environmental Laws. The term "Hazardous
     Substances"  also  includes,  without  limitation,  petroleum and petroleum
     by-products  or  any  fraction  thereof  and  asbestos.

     Indebtedness.  The  word "Indebtedness" means the indebtedness evidenced by
     the  Note  or  Related  Documents,  including  all  principal  and interest
     together  with  all  other  indebtedness  and  costs and expenses for which
     Borrower  is  responsible  under this Agreement or under any of the Related
     Documents.

     Lender.  The  word  "Lender" means GATEWAY BANK & TRUST, its successors and
     assigns.

     Loan.  The word "Loan" means any and all loans and financial accommodations
     from  Lender  to  Borrower  whether  now or hereafter existing, and however
     evidenced,  including  without  limitation  those  loans  and  financial
     accommodations  described  herein  or  described on any exhibit or schedule
     attached  to  this  Agreement  from  time  to  time.

     Note.  The  word "Note" means the Note executed by AMERICAN CONSUMERS, INC.
     DBA  SHOP  RITE  in  the principal amount of $800,000.00 dated May 3, 2007,
     together  with  all  renewals  of,  extensions  of,  modifications  of,
     refinancings  of,  consolidations  of,  and  substitutions  for the note or
     credit  agreement.

     Permitted  Liens.  The  words "Permitted Liens" mean (1) liens and security
     interests  securing  Indebtedness owed by Borrower to Lender; (2) liens for
     taxes,  assessments,  or  similar  charges  either  not  yet  due  or being
     contested in good faith; (3) liens of materialmen, mechanics, warehousemen,
     or carriers, or other like liens arising in the ordinary course of business
     and  securing  obligations which are not yet delinquent; (4) purchase money
     liens or purchase money security interests upon or in any property acquired
     or  held  by  Borrower  in  the  ordinary  course  of  business  to  secure
     indebtedness  outstanding  on the date of this Agreement or permitted to be
     incurred  under  the  paragraph  of this Agreement titled "Indebtedness and
     Liens";  (5)  liens  and  security  interests which, as of the date of this
     Agreement,  have  been  disclosed to and approved by the Lender in writing;
     and  (6)  those  liens  and  security  interests  which  in  the  aggregate
     constitute  an immaterial and insignificant monetary amount with respect to
     the  net  value  of  Borrower's  assets.

     Related Documents. The words "Related Documents" mean all promissory notes,
     credit  agreements,  loan agreements, environmental agreements, guaranties,
     security  agreements, mortgages, deeds of trust, security deeds, collateral
     mortgages, and all other instruments, agreements and documents, whether now
     or  hereafter  existing,  executed  in  connection  with  the  Loan.

     Security Agreement. The words "Security Agreement" mean and include without
     limitation  any  agreements,  promises,  covenants,  arrangements,
     understandings  or  other  agreements, whether created by law, contract, or
     otherwise,  evidencing,  governing,  representing,  or  creating a Security
     Interest.

     Security  Interest. The words "Security Interest" mean, without limitation,
     any  and  all  types of collateral security, present and future, whether in
     the  form of a lien, charge, encumbrance, mortgage, deed of trust, security
     deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel
     mortgage,  chattel trust, factor's lien, equipment trust, conditional sale,
     trust  receipt,  lien  or  title  retention  contract, lease or consignment
     intended  as  a  security  device,  or  any other security or lien interest
     whatsoever  whether  created  by  law,  contract,  or  otherwise.

BORROWER  ACKNOWLEDGES  HAVING  READ  ALL  THE  PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT  AND  BORROWER  AGREES  TO  ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS
DATED  MAY  3,  2007,

THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND
SHALL  CONSTITUTE  AND  HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.

<TABLE>
<CAPTION>
BORROWER:


AMERICAN CONSUMERS, INC. DBA SHOP RITE
<S>                                               <C>
By: /s/ Michael A. Richardson             (Seal)  By: /s/ Paul R. Cook                        (Seal)
    --------------------------------------            ----------------------------------------
    MICHAEL A. RICHARDSON, President of               PAUL R. COOK, Chief Financial Officer of
    AMERICAN CONSUMERS, INC. DBA SHOP RITE            AMERICAN CONSUMERS, INC. DBA SHOP RITE
</TABLE>

LENDER:

GATEWAY  BANK  &  TRUST

By:/s/ R. Shawn Rogers                    (Seal)
   ---------------------------------------
   Authorized  Signer


<PAGE>
                                 PROMISORY NOTE

--------------------------------------------------------------------------------
PRINCIPAL     LOAN DATE    MATURITY   LOAN NO CALL/COLL ACCOUNT OFFICER INITIALS
 $800,000.00  05-03-2007  05-02-2008             422               086
--------------------------------------------------------------------------------
  References in the shaded area are for Lender's use only and do not limit the
 applicability of this document to any particular loan or item. Any item above
      containing "- - - " has been omitted due to text length limitations.
--------------------------------------------------------------------------------

BORROWER: AMERICAN CONSUMERS. INC. DBA SHOP RITE  LENDER:  GATEWAY BANK & TRUST
          55 HANNAH WAY                                    MAIN
          ROSSVILLE, GA 30741                              5102 ALABAMA HWY
                                                           RINGGOLD, GA 30736
                                                           (706) 965-5500

================================================================================
Principal Amount:  $800,000.00  Initial Rate: 8.250%  Date of Note:  May 3, 2007

PROMISE  TO PAY. AMERICAN CONSUMERS, INC. DBA SHOP RITE ("Borrower") promises to
pay  to GATEWAY BANK & TRUST ("Lender"), or order, in lawful money of the United
States  of  America,  the  principal  amount  of Eight Hundred Thousand & 00/100
Dollars  ($800,000.00)  or so much as may be outstanding, together with interest
on  the  unpaid outstanding principal balance of each advance. Interest shall be
calculated  from  the  date  of  each  advance  until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus  all accrued unpaid Interest on May 2, 2008. In addition, Borrower will pay
regular  monthly  payments of all accrued unpaid interest due as of each payment
date, beginning June 5, 2007, with all subsequent interest payments to be due on
the  same  day  of each month after that. Unless otherwise agreed or required by
applicable  law,  payments will be applied first to any accrued unpaid interest;
then  to  principal;  then  to any unpaid collection costs; and then to any late
charges.  The annual interest rate for this Note is computed on a 365/360 basis;
that  is,  by  applying the ratio of the annual interest rate over a year of 360
days,  multiplied by the outstanding principal balance, multiplied by the actual
number of days the principal balance is outstanding. Borrower will pay Lender at
Lender's  address  shown above or at such other place as Lender may designate in
writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time  to  time based on changes in an independent index which is the Wall Street
Journal  (the  "Index"). The Index is not necessarily the lowest rate charged by
Lender  on  its  loans. If the Index becomes unavailable during the term of this
loan,  Lender  may designate a substitute index after notifying Borrower. Lender
will  tell Borrower the current Index rate upon Borrower's request. The interest
rate change will not occur more often than each month. Borrower understands that
Lender  may  make  loans  based  on  other rates as well. The Index currently is
8.250%  per  annum.  The  interest  rate  to  be applied to the unpaid principal
balance  during  this  Note  will  be  at a rate equal to the Index, adjusted if
necessary  for  any  minimum  and  maximum  rate  limitations  described  below,
resulting  in an initial annual rate of simple interest of 8.250%. NOTICE: Under
no  circumstances  will  the  interest rate on this Note be less than 6.000% per
annum  or  more  than  the  maximum  rate  allowed  by  applicable  law.

PREPAYMENT;  MINIMUM  INTEREST  CHARGE.  Borrower  agrees that all loan fees and
other  prepaid  finance  charges are earned fully as of the date of the loan and
will  not  be  subject  to  refund upon early payment (whether voluntary or as a
result of default), except as otherwise required by law. In any event, even upon
full  prepayment of this Note, Borrower understands that Lender is entitled to a
minimum  interest charge of $ 10.00. Other than Borrower's obligation to pay any
minimum  interest  charge,  Borrower may pay without penalty all or a portion of
the  amount  owed earlier than it is due. Early payments will not, unless agreed
to  by  Lender in writing, relieve Borrower of Borrower's obligation to continue
to  make payments of accrued unpaid interest. Rather, early payments will reduce
the  principal  balance  due. Borrower agrees not to send Lender payments marked
"paid  in full", "without recourse", or similar language. If Borrower sends such
a payment, Lender may accept it without losing any of Lender's rights under this
Note,  and  Borrower  will  remain  obligated  to pay any further amount owed to
Lender.  All  written  communications concerning disputed amounts, including any
check  or  other  payment instrument that indicates that the payment constitutes
"payment  in  full" of the amount owed or that is tendered with other conditions
or  limitations  or  as full satisfaction of a disputed amount must be mailed or
delivered  to: GATEWAY BANK & TRUST, Main, 5102 Alabama Hwy, Ringgold, GA 30736.

LATE  CHARGE.  If  a  payment  is 10 days or more late, Borrower will be charged
$25.00,  regardless  of  any  partial  payments  Lender  has  received.

INTEREST  AFTER  DEFAULT.  Upon  default,  including  failure  to pay upon final
maturity,  the total sum due under this Note will continue to accrue interest at
the  interest  rate under this Note. However, in no event will the interest rate
exceed  the  maximum  interest  rate  limitations  under  applicable  law.

DEFAULT.  Each  of the following shall constitute an event of default ("Event of
Default")  under  this  Note:

     Payment  Default.  Borrower  fails  to  make  any  payment  when  due under
     this  Note.

     Other  Defaults.  Borrower  fails  to  comply  with or to perform any other
     term, obligation, covenant or condition contained in this Note or in any of
     the related documents or to comply with or to perform any term, obligation,
     covenant  or  condition contained in any other agreement between Lender and
     Borrower.

     Default  in  Favor  of  Third  Parties.  Borrower  or  any Grantor defaults
     under  any loan, extension of credit, security agreement, purchase or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may materially affect any of Borrower's property or Borrower's ability
     to repay this Note or perform Borrower's obligations under this Note or any
     of  the  related  documents.

     False  Statements.  Any  warranty,  representation  or  statement  made  or
     furnished  to Lender by Borrower or on Borrower's behalf under this Note or
     the  related  documents  is  false  or  misleading in any material respect,
     either  now or at the time made or furnished or becomes false or misleading
     at  any  time  thereafter.

     Insolvency.  The  dissolution  or  termination  of  Borrower's existence as
     a going business, the insolvency of Borrower, the appointment of a receiver
     for  any  part  of  Borrower's  property, any assignment for the benefit of
     creditors,  any  type  of  creditor  workout,  or  the  commencement of any
     proceeding  under any bankruptcy or insolvency laws by or against Borrower.

     Creditor  or  Forfeiture  Proceedings.  Commencement  of  foreclosure  or
     forfeiture  proceedings,  whether  by  judicial  proceeding,  self-help,
     repossession  or  any  other  method, by any creditor of Borrower or by any
     governmental agency against any collateral securing the loan. This includes
     a  garnishment  of  any of Borrower's accounts, including deposit accounts,
     with  Lender.  However, this Event of Default shall not apply if there is a
     good  faith dispute by Borrower as to the validity or reasonableness of the
     claim  which  is  the basis of the creditor or forfeiture proceeding and if
     Borrower  gives  Lender  written  notice  of  the  creditor  or  forfeiture
     proceeding  and  deposits  with  Lender  monies  or  a  surety bond for the
     creditor  or  forfeiture  proceeding, in an amount determined by Lender, in
     its  sole discretion, as being an adequate reserve or bond for the dispute.

     Events  Affecting  Guarantor.  Any  of  the  preceding  events  occurs with
     respect  to  any Guarantor of any of the indebtedness or any Guarantor dies
     or  becomes  incompetent,  or  revokes  or  disputes  the  validity  of, or
     liability  under,  any guaranty of the indebtedness evidenced by this Note.

     Change  In  Ownership.  Any  change  in  ownership  of  twenty-five percent
     (25%)  or  more  of  the  common  stock  of  Borrower.

     Adverse  Change.  A  material  adverse  change  occurs  in  Borrower's
     financial  condition,  or  Lender  believes  the  prospect  of  payment  or
     performance  of  this  Note  is  impaired.

     Insecurity.  Lender  in  good  faith  believes  itself  insecure.

LENDER'S  RIGHTS.  Upon  default, Lender may declare the entire unpaid principal
balance  under  this  Note  and all accrued unpaid interest immediately due, and
then  Borrower  will  pay  that  amount.

ATTORNEYS'  FEES;  EXPENSES. Lender may hire or pay someone else to help collect
this  Note  if Borrower does not pay. Borrower will pay Lender that amount. This
includes,  subject  to  any  limits  under  applicable  law,  Lender's  costs of
collection,  including  court  costs  and fifteen percent (15%) of the principal
plus  accrued interest as attorneys' fees, if any sums owing under this Note are
collected  by  or through an attorney at law, whether or not there is a lawsuit,
and  legal  expenses  for bankruptcy proceedings (including efforts to modify or
vacate  any  automatic  stay  or  injunction), and appeals. If not prohibited by
applicable law, Borrower also will pay any court costs, in addition to all other
sums  provided  by  law.

GOVERNING  LAW.  This  Note will be governed by federal law applicable to Lender
and,  to  the  extent  not  preempted  by  federal law, the laws of the State of
Georgia  without  regard  to its conflicts of law provisions. This Note has been
accepted  by  Lender  in  the  State  of  Georgia.

DISHONORED  ITEM  FEE.  Borrower  will  pay  a  fee to Lender of $ 15.00 or five
percent  (5%) of the face amount of the check, whichever is greater, if Borrower
makes  a  payment  on Borrower's loan and the check or preauthorized charge with
which  Borrower  pays  is  later  dishonored.

RIGHT  OF  SETOFF.  To the extent permitted by applicable law, Lender reserves a
right  of  setoff  in  all  Borrower's  accounts  with Lender (whether checking,
savings,  or  some  other  account).  This  includes all accounts Borrower holds
jointly  with  someone  else  and  all accounts Borrower may open in the future.
However,  this does not include any IRA or Keogh accounts, or any trust accounts
for  which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent  permitted  by  applicable law, to charge or setoff all sums owing on the
indebtedness  against  any


<PAGE>
                                 PROMISSORY NOTE
                                   (Continued)                            Page 2

================================================================================

and  all  such accounts, and, at Lender's option, to administratively freeze all
such  accounts  to  allow  Lender  to  protect Lender's charge and setoff rights
provided  in  this  paragraph.

COLLATERAL.  Borrower  acknowledges  this Note is secured by UCC ON ALL BUSINESS
ASSETS,  INCLUDING  BUT  NOT  LIMITED  TO:  ACCOUNTS, A/R, CASH FLOW, INVENTORY,
FURNITURE,  FIXTURES, EQUIPMENT, REFIRIGERATORS, FREEZERS, MACHINERY, COMPUTERS,
REGISTERS, LEASEHOLD IMPROVEMENTS; CD#28-6873622 WITH THE APPROXIMATE BALANCE OF
$312,161.01  HELD  AT  NORTHWEST  GEORGIA  BANK.

LINE  OF  CREDIT. This Note evidences a revolving line of credit. Advances under
this  Note  may  be  requested  either  orally  or  in writing by Borrower or as
provided  in  this  paragraph.  Lender  may, but need not, require that all oral
requests  be  confirmed  in  writing.  All  communications,  instructions,  or
directions  by  telephone  or otherwise to Lender are to be directed to Lender's
office  shown  above.  The following persons currently are authorized to request
advances  and  authorize payments under the line of credit until Lender receives
from  Borrower, at Lender's address shown above, written notice of revocation of
their  authority:  MICHAEL  A. RICHARDSON, President of AMERICAN CONSUMERS, INC.
DBA  SHOP RITE; and PAUL R. COOK, Chief Financial Officer of AMERICAN CONSUMERS,
INC.  DBA  SHOP  RITE.  Borrower  agrees  to  be liable for all sums either: (A)
advanced  in  accordance  with  the  instructions of an authorized person or (B)
credited to any of Borrower's accounts with Lender. The unpaid principal balance
owing  on this Note at any time may be evidenced by endorsements on this Note or
by  Lender's  internal  records,  including  daily  computer  print-outs.

SUCCESSOR  INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon  Borrower's  heirs,  personal  representatives, successors and assigns, and
shall  inure  to  the  benefit  of  Lender  and  its  successors  and  assigns,

NOTIFY  US  OF  INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES.
Please  notify  us if we report any inaccurate information about your account(s)
to  a  consumer  reporting  agency.  Your written notice describing the specific
inaccuracy(ies)  should  be  sent to us at the following address: GATEWAY BANK &
TRUST  P.  O.  Box  129  RINGGOLD,  GA  30736.

GENERAL  PROVISIONS. If any part of this Note cannot be enforced, this fact will
not  affect the rest of the Note. Lender may delay or forgo enforcing any of its
rights  or  remedies under this Note without losing them. Borrower and any other
person  who  signs,  guarantees  or endorses this Note, to the extent allowed by
law,  waive  presentment,  demand  for payment, and notice of dishonor. Upon any
change  in  the  terms  of  this  Note, and unless otherwise expressly stated in
writing,  no  party  who  signs  this  Note,  whether  as  maker,  guarantor,
accommodation  maker  or  endorser,  shall  be released from liability. All such
parties waive any right to require Lender to take action against any other party
who  signs  this  Note  as  provided  in O.C.G.A. Section 10-7-24 and agree that
Lender  may renew or extend (repeatedly and for any length of time) this loan or
release any party or guarantor or collateral; or impair, fail to realize upon or
perfect  Lender's security interest in the collateral; and take any other action
deemed  necessary by Lender without the consent of or notice to anyone. All such
parties  also  agree  that Lender may modify this loan without the consent of or
notice  to  anyone  other than the party with whom the modification is made. The
obligations  under  this  Note  are  joint  and  several.

THIS  NOTE  IS  GIVEN  UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL
CONSTITUTE  AND  HAVE  THE  EFFECT  OF  A  SEALED  INSTRUMENT  ACCORDING TO LAW.

<TABLE>
<CAPTION>
BORROWER:


AMERICAN CONSUMERS, INC. DBA SHOP RITE
<S>                                               <C>
By: /s/ Michael A. Richardson             (Seal)  By: /s/ Paul R. Cook                        (Seal)
    --------------------------------------            ----------------------------------------
    MICHAEL A. RICHARDSON, President of               PAUL R. COOK, Chief Financial Officer of
    AMERICAN CONSUMERS, INC. DBA SHOP RITE            AMERICAN CONSUMERS, INC. DBA SHOP RITE
</TABLE>